Starwood 2012 Annual Report Download - page 82

STARWOOD HOTELS & RESORTS WORLDWIDE, INC.-2013Proxy StatementA-5
2.7 “Change in Control” means, except as expressly provided
otherwise in an Agreement or otherwise determined at any
time by the Committee consistent with applicable laws, rules
and regulations:
(a) Any Person (as defi ned below in this Section 2.7) is or
becomes the benefi cial owner within the meaning of
Rule 13d-3 promulgated under the Act (but without
regard to any time period specifi ed in Rule 13d-3(d)(1)
(i)), of twenty-fi ve percent (25%) or more of either (i) the
then outstanding Shares (the “Outstanding Shares”),
or (ii) the combined voting power of then outstanding
securities of the Company entitled to vote generally in the
election of directors (the “Outstanding Company Voting
Securities”); excluding, however, (1) any acquisition by
the Company, or (2) any acquisition by an employee
benefi t plan (or related trust) sponsored or maintained
by the Company or any corporation controlled by the
Company;
(b) Individuals who, as of the Effective Date, constitute the
Board (the “Incumbent Board”) cease for any reason to
constitute at least a majority of such Board; provided that
any individual who becomes a director of the Company
subsequent to the Effective Date whose election, or
nomination for election by the Company’s stockholders,
was approved by the vote of at least a majority of the
directors then comprising the Incumbent Board shall
be deemed a member of the Incumbent Board; and
provided further, that any individual who was initially
elected as a director of the Company as a result of an
actual or threatened solicitation by a Person other than
the Board for the purpose of opposing a solicitation by
any other Person with respect to the election or removal
of directors, or any other actual or threatened solicitation
of proxies or consents by or on behalf of any Person
other than the Board shall not be deemed a member
of the Incumbent Board;
(c) Consummation by the Company of a reorganization,
merger, or consolidation or sale of all or substantially all of
the assets of the Company (a “Corporate Transaction”);
excluding, however, a Corporate Transaction pursuant
to which (i) all or substantially all of the individuals or
entities who are the benefi cial owners, respectively, of
the Outstanding Shares and the Outstanding Company
Voting Securities immediately prior to such Corporate
Transaction will benefi cially own, directly or indirectly,
more than seventy-fi ve percent (75%) of, respectively,
the outstanding shares of common stock, and the
combined voting power of the outstanding securities of
such corporation entitled to vote generally in the election
of directors, as the case may be, of the corporation
resulting from such Corporate Transaction (including,
without limitation, a corporation which, as a result of such
transaction, owns the Company or all or substantially
all of the Company’s assets either directly or indirectly)
in substantially the same proportions relative to each
other as their ownership, immediately prior to such
Corporate Transaction, of the Outstanding Shares and
the Outstanding Company Voting Securities, as the
case may be, (ii) no Person (other than: the Company,
any employee benefi t plan (or related trust) sponsored
or maintained by the Company or any corporation
controlled by the Company, the corporation resulting
from such Corporate Transaction, and any Person which
benefi cially owned, immediately prior to such Corporate
Transaction, directly or indirectly twenty-fi ve percent (25%)
or more of the Outstanding Shares or the Outstanding
Company Voting Securities, as the case may be) will
benefi cially own, directly or indirectly, twenty-fi ve percent
(25%) or more of, respectively, the outstanding shares
of common stock of the corporation resulting from such
Corporate Transaction or the combined voting power of
the outstanding securities of such corporation entitled
to vote generally in the election of directors and (iii)
individuals who were members of the Incumbent Board
will constitute at least a majority of the members of the
board of directors of the corporation resulting from such
Corporate Transaction; or
(d) Approval by the stockholders of the Company of a plan
of complete liquidation or dissolution of the Company.
For purposes of this Section 2.7, the meaning of “Person”
shall be based on the defi nition of person in Section 3(a)
(9) of the Act, as modifi ed and used in Section 13(d) and
14(d) of the Act.
Notwithstanding anything in this Plan or any Agreement
to the contrary, to the extent any provision of this Plan or
an Agreement would cause a payment of a 409A Award
to be made because of the occurrence of a Change in
Control, then such payment shall not be made unless
such Change in Control also constitutes a “change in
ownership”, “change in effective control” or “change in
ownership of a substantial portion of the Company’s
assets” within the meaning of Code section 409A.
Any payment that would have been made except for the
application of the preceding sentence shall be made in
accordance with the payment schedule that would have
applied in the absence of a Change in Control (and other
Participant rights that are tied to a Change in Control, such
as vesting, shall not be affected by this paragraph).
2.8 “Code” means the Internal Revenue Code of 1986, as now in
effect or as hereafter amended. All citations to sections of the
Code are to such sections as they may from time to time be
amended or renumbered and shall include all related regulations.
2.9 “Committee” means the Compensation and Option Committee
of the Board or such other committee consisting of two or
more members of the Board as may be appointed by the
Board from time to time to administer this Plan pursuant to
Article 3. If Shares are traded on the, all of the members of
the Committee shall be independent directors within the
meaning of the NYSE’s Corporate Governance Standards.
If any member of the Committee does not qualify as (i) a
“Non-Employee Director” within the meaning of Rule 16b-
3 under the Act, and (ii) an “outside director” within the
meaning of Code section 162(m), the Board shall appoint a
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