Starwood 2012 Annual Report Download - page 32

STARWOOD HOTELS & RESORTS WORLDWIDE, INC.-2013Proxy Statement26
APPROVAL OF THE COMPANY’S 2013 LONG-TERM INCENTIVE COMPENSATION PLAN
Individual Limits
The Committee will determine the individuals to whom awards will
be granted, the number of shares subject to an award, and the
other terms and conditions of an award. Subject to adjustment as
described in the 2013 Plan, and except to the extent the Committee
determines that an award is not intended to comply with the
performance-based compensation provisions of Section162(m),
the maximum number of NQSOs, ISOs, and SARs that, in the
aggregate, may be granted pursuant to awards in any one fi scal
year to any one participant is three million (3,000,000), the maximum
number of shares of restricted stock and restricted stock units
that, in the aggregate, may be granted pursuant to awards in any
one fi scal year to any one participant is one million (1,000,000),
the maximum number of performance shares and performance
units (valued as of the grant date) that, in the aggregate, may be
granted in any one fi scal year to any one participant is equal to
the value of two million (2,000,000) shares, and the maximum
number of other awards (valued as of the grant date) that, in the
aggregate, may be granted pursuant to awards in any one fi scal
year to any one participant is equal to the value of fi ve hundred
thousand (500,000) shares. The limitations on performance shares,
performance units and other awards will be applied based on the
maximum amount that could be paid under each such award.
Subject to the change in control acceleration provisions in the
2013 Plan (as described in the section entitled Change in Control
beginning on page 29 of this proxy statement ), the Committee may
provide for automatic accelerated vesting and other rights upon
the occurrence of other events as specifi ed in the agreements
relating to awards under the 2013 Plan.
Adjustments
The Committee will make equitable adjustments in the number
and class of securities available for issuance under the 2013 Plan
(including under any awards then outstanding), the number and
type of securities subject to the individual limits set forth in the 2013
Plan, and the terms of any outstanding award, as it determines are
necessary and appropriate, to refl ect any merger, reorganization,
consolidation, recapitalization, reclassifi cation, stock split, reverse
stock split, spin-off combination, or exchange of shares, distribution
to stockholders (other than an ordinary cash dividend), or similar
corporate transactions or events.
Restricted Stock and Restricted Stock Units
The Committee will specify the terms of a restricted stock or
restricted stock unit award in the award agreement, including the
number of shares of restricted stock or units; the purchase price,
if any, to be paid for such restricted stock/unit, which may be
more than, equal to, or less than the fair market value of a share
and may be zero, subject to such minimum consideration as may
be required by applicable law; any restrictions applicable to the
restricted stock/unit such as continued service or achievement
of performance goals; the length of the restriction period and
whether any circumstances, such as death, disability, or a change
in control, shorten or terminate the restriction period; the rights
of the participant during the restriction period to vote and receive
dividends in the case of restricted stock or to receive dividend
equivalents in the case of restricted stock units that accrue dividend
equivalents; and whether restricted stock units will be settled in
cash, shares or a combination of both. The restriction period may
be of any duration. The Committee may provide in the restricted
stock/unit agreement for lapse of the restriction period in monthly
or longer installments over the course of the restriction period.
Performance Shares and Units
A performance share will have an initial value equal to the fair market
value of a share on the date of grant. A performance unit will have an
initial value that is established by the Committee at the time of grant. In
addition to any non-performance terms applicable to the performance
share or performance unit, the Committee will set performance goals
which, depending on the extent to which they are met, will determine
the number or value of the performance shares or units that will be
paid out to the participant. The Committee may provide for payment
of earned performance shares/units in cash or in shares or in the
form of other awards granted under the 2013 Plan which have a fair
market value equal to the value of the earned performance shares/
units at the close of the applicable performance period.
Performance shares/units will not possess voting rights and will
accrue dividend equivalents only to the extent provided in the
agreement relating to the award; provided, however, that rights to
dividend equivalents are permitted only to the extent they comply
with, or are exempt from, Section 409A of the Code (“Section
409A”). Any rights to dividend equivalents will be subject to the
same restrictions on vesting and payment as the underlying award.
With respect to Covered Employees, the Committee may apply
any restrictions it deems appropriate to the payment of dividends
declared with respect to performance shares/units such that the
dividends or performance shares/units maintain eligibility for the
performance-based compensation exception under Section162(m).