Starwood 2012 Annual Report Download - page 69

STARWOOD HOTELS & RESORTS WORLDWIDE, INC.-2013Proxy Statement 63
EXECUTIVE COMPENSATION
Mr.van Paasschen’s employment agreement provides that he
would be entitled to the following benefi ts if his employment were
terminated without cause or he resigned with good reason within
twelve months after a Change in Control or at any time prior to, but
in contemplation of, a Change in Control:
• two times the sum of his base salary and target annual bonus;
• a lump sum payment, in cash, equal to the unpaid incentive
compensation then subject to performance conditions, payable
at the maximum level of performance;
• immediate vesting of stock options, restricted stock and
restricted stock units held under any stock option or long-term
incentive plan maintained by the Company;
• a lump sum payment of his nonqualifi ed deferred compensation
paid in accordance with Section409A distribution rules;and
• payment by us of an amount equal to any unvested amounts
in the executive’s 401(k) account that are forfeited by reason
of the executive’s termination of employment.
In addition, to the extent that Mr.van Paasschen becomes subject
to the “golden parachute” excise tax imposed under Section4999
of the Code, he would receive a gross-up payment in an amount
suffi cient to offset the effects of such excise tax.
Estimated Payments Upon Termination
The tables below refl ect the estimated amounts payable to the named executive offi cers in the event their employment with us had
terminated as of December31, 2012 under various circumstances, and includes amounts earned through that date. The actual amounts
that would become payable in the event of an actual employment termination can only be determined at the time of such termination.
Involuntary Termination without Cause or Voluntary Termination for Good Reason
The following table discloses the amounts that would have become payable on account of an involuntary termination without cause or
a voluntary termination for good reason outside of the change in control context.
Name
Severance
Pay
($)
Medical
Benefi ts
($)
Vesting of
Restricted
Stock
($)(1)
Vesting of
Stock Options
($)(2)
Total
($)
van Paasschen 10,000,000 29,161 — — 10,029,161
Prabhu 766,785 10,721 4,256,055 1,851,083 6,884,644
Rivera 722,000 9,737 — — 731,737
Siegel 1,276,980 10,284 — — 1,287,264
Turner 766,785 10,284 — — 777,069
Avril(3) 222,111 16,082 3,654,3483 3,956,479 7,849,020
(1) Includes values for holdings of restricted stock and restricted stock units. With respect to Mr.Prabhu, includes vested but deferred restricted stock units in accordance with the
Executive Plan.
(2) Excludes vested stock options.
(3) Messrs.Siegel and Avril’s employment agreements provide for payments in the event of involuntary termination other than for cause but do not provide for payments in the event
of voluntary termination for good reason.
Termination on Account of Death or Disability
The following table discloses the amounts that would have become payable on account of a termination on account of death or disability.
Name
Severance
Pay
($)
Medical
Benefi ts
($)
Vesting of
Restricted
Stock
($)(1)
Vesting of
Stock Options
($)(2)
Total
($)
van Paasschen(3) 2,500,000 29,161 15,254,777 13,544,539 31,328,477
Prabhu 766,785 10,721 8,232,881 3,702,101 12,712,488
Rivera — — 3,827,002 3,247,558 7,074,560
Siegel 638,490 10,284 2,356,234 1,424,755 4,429,763
Turner 766,785 10,284 3,954,972 7,659,459 12,391,500
Avril 20,000 16,082 5,920,986 4,155,867 10,112,935
(1) Includes values for holdings of restricted stock and restricted stock units. Includes vested but deferred restricted stock units in accordance with the Executive Plan.
(2) Includes vested stock options. Vested stock options could be subject to loss by the named executive officers in the event of a termination for cause and certain other events but
could not in the event of termination on account of death or disability.
(3) Excludes $706,003 of Mr.van Paasschen’s nonqualified deferred compensation that is payable upon death, disability or certain changes in control as discussed in the section
entitled 2012 Nonqualified Deferred Compensation Table beginning on page60 of this proxy statement.