Starwood 2012 Annual Report Download - page 81

STARWOOD HOTELS & RESORTS WORLDWIDE, INC.-2013Proxy Statement A-4
Starwood Hotels & Resorts Worldwide, Inc. 2013 Long-Term
Incentive Compensation Plan
As Adopted Effective May 30, 2013
Article 1 - General Provisions
1.1 Establishment of Plan. Starwood Hotels & Resorts Worldwide,
Inc., a Maryland corporation (the “Company”), hereby establishes
an incentive compensation plan to be known as the “Starwood
Hotels & Resorts Worldwide, Inc. 2013 Long-Term Incentive
Compensation Plan” (the “Plan”), as set forth in this document.
1.2 Purpose of Plan. The objectives of the Plan are to (i) attract and
retain employees, directors, consultants, advisors and other
persons who perform services for the Company by providing
compensation opportunities that are competitive with other
companies; (ii) provide incentives to those individuals who
contribute signifi cantly to the long-term performance and
growth of the Company and its affi liates; and (iii) align the
long-term fi nancial interests of employees and other Eligible
Participants with those of the Company’s stockholders.
1.3 Types of Awards. Awards under the Plan may be made to
Eligible Participants in the form of (i) Incentive Stock Options,
(ii) Nonqualifi ed Stock Options, (iii) Stock Appreciation Rights,
(iv) Stock Awards, (v) Restricted Stock, (vi) Restricted Stock
Units, (vii) Performance Shares, (viii) Performance Units, (ix)
Other Awards or any combination thereof.
1.4 Effective Date. The Plan will become effective on the date
on which the Company’s stockholders approve the Plan (the
“Effective Date”).
1.5 Termination of Plan. No Awards shall be granted under the Plan
after the tenth anniversary of the Effective Date. However, Awards
granted under the Plan on or prior to the tenth anniversary of
the Effective Date shall remain outstanding beyond that date
in accordance with the terms and conditions of the Plan and
the Agreements corresponding to such Awards.
Article 2 - Defi nitions
Except where the context otherwise indicates, the following
defi nitions apply:
2.1 “Act” means the Securities Exchange Act of 1934, as now
in effect or as hereafter amended. All citations to sections of
the Act or rules thereunder are to such sections or rules as
they may from time to time be amended or renumbered.
2.2 “Agreement” means the written agreement evidencing an Award
granted under the Plan. As determined by the Committee, each
Agreement shall consist of either (i) a written agreement in a
form approved by the Committee and executed on behalf of
the Company by an offi cer duly authorized to act on its behalf,
or (ii) an electronic notice of Award grant in a form approved by
the Committee and recorded by the Company (or its designee)
in an electronic recordkeeping system used for the purpose
of tracking Award grants under the Plan, and if required by
the Committee, executed or otherwise electronically accepted
by the recipient of the Award in such form and manner as the
Committee may require. The Committee may authorize any
offi cer of the Company (other than the particular Award recipient)
to execute any or all Agreements on behalf the Company.
2.3 “Award” means an Option, a Stock Appreciation Right,
Restricted Stock, a Restricted Stock Unit, a Stock Award,
a Performance Share, a Performance Unit, Other Award or
a combination thereof.
2.4 “Award Pool” shall have the meaning ascribed to such term
in Section 4.1.
2.5 “Board” means the Board of Directors of the Company, as
constituted from time to time.
2.6 “Cause” means, unless provided otherwise in the applicable
Agreement, any conduct amounting to fraud, dishonesty,
willful misconduct, negligence, signifi cant activities materially
harmful to the reputation of any Employer, insubordination
or conviction of a felony or a crime involving moral turpitude.
Without limiting the foregoing, the following shall constitute
Cause with respect to a Participant: (i) the Participant’s breach
of this Plan or any agreement between the Participant and
the Employer, (ii) negligence in the Participant’s attention to
the business or affairs of the Employer or intentional failure to
perform a reasonably requested directive or assignment or
failure to perform the Participant’s duties with the Employer
substantially in accordance with the Employer’s operating and
personnel policies and procedures generally applicable to all
of its employees, or (iii) the Participant’s misappropriation (or
attempted misappropriation) of any of the Employer’s funds
or property. The existence of “Cause” under this Section
2.6 shall be determined in good faith by the Committee.
Notwithstanding the foregoing, if the Participant has entered
into an employment agreement with the Employer that is
binding as of the date of employment termination, and if such
employment agreement defi nes “Cause,” then the defi nition
of “Cause” in such agreement shall apply to the Participant
for purposes of this Plan.
ANNEX A