Starwood 2012 Annual Report Download - page 35

STARWOOD HOTELS & RESORTS WORLDWIDE, INC.-2013Proxy Statement 29
APPROVAL OF THE COMPANY’S 2013 LONG-TERM INCENTIVE COMPENSATION PLAN
Amendment and Termination
The Committee may amend or terminate the 2013 Plan in whole
or in part at any time, but the amendment or termination cannot
adversely affect any rights or obligations with respect to an award
previously granted without the affected participant’s written consent.
The Company must obtain the approval of the stockholders before
amending the 2013 Plan to the extent required by Section162(m)
or Section422 of the Code or the rules of the NYSE or other
applicable law.
The Committee may amend an outstanding award agreement in a
manner not inconsistent with the terms of the 2013 Plan, but the
amendment will not be effective without the participant’s written
consent if the amendment is adverse to the participant. However,
the Committee cannot reprice a stock option or SAR except in
accordance with the adjustment provisions of the 2013 Plan (as
described above) or to the extent the stockholders approve the
repricing. For this purpose, a repricing generally is an amendment
to the terms of an outstanding stock option or SAR that would
reduce the option exercise price or SAR price or a cancellation,
exchange, substitution, buyout or surrender of an outstanding stock
option or SAR in exchange for cash, another award or stock option
or SAR with an option exercise price or SAR price that is less than
the option exercise price or SAR price of the original stock option
or SAR. The Compensation Committee may provide for clawback
provisions in award agreements based on “detrimental activity”
(as defi ned in the 2013 Plan) or for other reasons.
Change in Control
Upon a change in control (as defi ned in the 2013 Plan), each
outstanding award will, except to the extent that the outstanding
award is continued, assumed, replaced or adjusted in the form
of a replacement award, vest or become immediately exercisable
and/or nonforfeitable (a) if the change in control occurs less than
two years after the date of grant for such outstanding award, on
a pro-rata basis (i) based on actual service during the vesting
period with respect to any time-based outstanding award and
(ii) based on actual service during the performance period with
respect to the greater of the target opportunity or actual results for
any performance-based outstanding award, and (b) if the change
in control occurs two years or more after the date of grant for
such outstanding award, (i) on a pro-rata basis based on actual
service during the vesting period with respect to any time-based
outstanding award and (ii) with respect to 100% of the greater of
the target opportunity or actual results for any performance-based
outstanding award.
If, subsequent to receiving a replacement award, the participant’s
employment with the Company or any of its subsidiaries or their
successors is terminated within a period of two years after the
change in control either (a) by the participant for good reason or
(b) by the Company, such subsidiary or such successor other
than for cause, then the replacement award will vest or become
immediately exercisable and/or nonforfeitable with respect to 100%
of any time-based replacement award and with respect to 100%
of the greater of the target opportunity or actual results for any
performance-based replacement award. The terms “replacement
award,” “good reason” and “cause” will be used as defi ned
in the applicable award agreement. Outstanding awards and
accelerated replacement awards shall become payable at such
time as specifi ed under the terms and conditions of the applicable
award agreement except that, to the extent that such outstanding
awards or accelerated replacement awards are exempt from
Section 409A under the “short-term deferral rule,” payment for
such outstanding awards or accelerated replacement awards shall
be made not later than 2-1/2 months after the year in which they
are no longer subject to substantial risk of forfeiture.
Transferability
Awards generally may not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated by a participant other than
by will or the laws of descent and distribution, and each option or SAR may be exercisable only by the participant during his or her
lifetime. However, the Committee may provide in an award agreement for an NQSO that the NQSO be transferable consistent with
securities law and other applicable law. NQSOs and SARs may not be transferred for value or consideration.