Starwood 2012 Annual Report Download - page 67

STARWOOD HOTELS & RESORTS WORLDWIDE, INC.-2013Proxy Statement 61
EXECUTIVE COMPENSATION
Name of Investment Fund
1-Year Annualized
Rate of Return
(asof 2/28/13)
NVIT Money Market— ClassV -0.25%
PIMCO VIT Total Return— Admin Shares 6.93%
Fidelity VIP High Income— Service Class 9.43%
NVIT Inv Dest Moderate— Class2 7.78%
T. Rowe Price Equity Income— ClassII 15.24%
Dreyfus Stock Index— Initial Shares 12.91%
Fidelity VIP II Contrafund— Service Class 10.44%
NVIT Mid Cap Index ClassI 13.87%
Dreyfus IP Small Cap Stock Index— Service Shares 13.80%
NVIT International Index— Class2 9.18%
Invesco V.I. International Growth— SeriesI Shares 8.12%
Potential Payments Upon Termination or Change in Control
We provide certain benefi ts to our named executive offi cers in the event of employment termination, both in connection with a change
in control and otherwise. These benefi ts are in addition to benefi ts available generally to salaried employees, such as distributions under
our Savings Plan, disability insurance benefi ts and life insurance benefi ts. These benefi ts are described below.
Termination Before Change in Control: Involuntary Other than for Cause, Voluntary for
Good Reason, Death or Disability
Pursuant to Mr.van Paasschen’s employment agreement, if Mr.van
Paasschen’s employment is terminated by us other than for cause or
by Mr.van Paasschen for good reason, we will pay Mr.vanPaasschen
as a severance benefi t (1)any accrued benefi ts; (2)two times the
sum of his base salary and target annual bonus; and (3)a pro
rated annual bonus for the year of termination. None of the other
equity awards granted to Mr.van Paasschen would be accelerated,
provided that any unvested portion of restricted stock units and
options awarded on the effective date of the employment agreement
shall not vest and be forfeited. If Mr.van Paasschen’s employment
were terminated because of his death or permanent disability,
Mr.van Paasschen (or his estate) would be entitled to receive, in
addition to any accrued benefi ts, a pro-rated target bonus for the
year of termination pursuant to the terms of the underlying award
agreements, and all of his equity awards would accelerate and
vest and his options would be exercisable upon the earlier of (a)
one year following the date of employment termination or (b) the
original expiration date of such option.
Pursuant to his employment agreement, as supplemented by the
letter agreement dated August14, 2007, if Mr.Prabhu’s employment
is terminated by us for any reason other than for cause or by
Mr.Prabhu for good reason, Mr.Prabhu will receive severance
benefi ts of twelve months of base salary and we will continue to
provide medical benefi ts coverage for up to twelve months after
the date of termination. In addition, we will accelerate the vesting
of 50% of Mr.Prabhu’s unvested restricted stock and options. If
Mr. Prabhu’s employment were terminated because of his death or
permanent disability, pursuant to the terms of the underlying award
agreements, all of his equity awards would accelerate and vest.
Pursuant to Mr.Rivera’s employment agreement, if Mr.Rivera’s
employment is terminated by us for any reason other than for cause,
Mr.Rivera will receive will receive severance benefi ts of twelve
months of base salary and we will continue to provide medical
benefi ts coverage for twelve months after the date of termination.
The receipt of such severance benefi ts is subject to and conditioned
upon Mr. Rivera’s compliance with his agreement not to engage
in competitive activities or solicit employees for a period of twelve
months after the date of termination. If Mr. Rivera’s employment were
terminated because of his death or permanent disability, pursuant
to the terms of the underlying award agreements, all of his equity
awards would accelerate and vest.
Pursuant to Mr.Siegel’s employment agreement, in the event
Mr.Siegel’s employment is terminated by us for any reason other
than for cause, Mr.Siegel will receive severance benefi ts of twelve
months of base salary plus 100% of his target annual incentive and
we will continue to provide medical benefi ts coverage for up to twelve
months after the date of termination. If Mr. Siegel’s employment were
terminated because of his death or permanent disability, pursuant
to the terms of the underlying award agreements, all of his equity
awards would accelerate and vest.
Pursuant to Mr.Turner’s employment agreement, if Mr.Turner’s
employment is terminated by us for any reason other than for cause
or by Mr.Turner for good reason, Mr.Turner will receive severance
benefi ts of twelve months base salary and we will continue to provide
medical benefi ts coverage for up to twelve months after the date
of termination. The receipt of such severance benefi ts is subject to
and conditioned upon Mr.Turner’s compliance with his agreement
not to engage in competitive activities or solicit employees for a
period of twelve months after the date of termination. If Mr. Turner’s
employment were terminated because of his death or permanent
disability, pursuant to the terms of the underlying award agreements,
all of his equity awards would accelerate and vest.