Starwood 2012 Annual Report Download - page 84

STARWOOD HOTELS & RESORTS WORLDWIDE, INC.-2013Proxy StatementA-7
2.19 “Incentive Stock Option” or “ISO” means an Option granted
to an Eligible Participant under Article 5 of the Plan which is
designated as an Incentive Stock Option and intended to meet
the requirements of Code section 422.
2.20 “Insider” shall mean an individual who is, on the relevant date,
subject to the reporting requirements of Section 16(a) of the
Act.
2.21 “Nonqualifi ed Stock Option” or “NQSO” means an Option
granted to an Eligible Participant under Article 5 of the Plan
which is not intended to meet the requirements of Code section
422 or that otherwise does not meet such requirements.
2.22 “NYSE” means the New York Stock Exchange.
2.23 “Option” means an Incentive Stock Option or a Nonqualifi ed
Stock Option. An Option shall be designated as either an
Incentive Stock Option or a Nonqualifi ed Stock Option, and
in the absence of such designation shall be a Nonqualifi ed
Stock Option.
2.24 “Option Price” means the price at which a Share may be
purchased by exercise of an Option.
2.25 “Other Award” means any form of equity-based or equity-
related award, other than an Option, Stock Appreciation Right,
Restricted Stock, Restricted Stock Unit, Performance Stock,
or Performance Unit, that is granted pursuant to Article 9.
2.26 “Participant” means an Eligible Participant to whom an Award
has been granted.
2.27 “Payment Date” shall have the meaning set forth in Section
5.6 of the Plan.
2.28 “Performance Share” means an Award under Article 8 of the
Plan that is valued by reference to a Share, which value may
be paid to the Participant by delivery of such property as the
Committee shall determine, including without limitation, cash
or Shares, or any combination thereof, upon achievement of
such performance objectives during the relevant performance
period as the Committee shall establish at the time of such
Award or thereafter, but not later than the time permitted by
Code section 162(m) in the case of a Covered Employee,
unless the Committee does not intend for such Award to
comply with Code section 162(m).
2.29 “Performance Unit” means an Award under Article 8 of the Plan
that has a value set by the Committee (or that is determined by
reference to a valuation formula specifi ed by the Committee),
which value may be paid to the Participant by delivery of such
property as the Committee shall determine, including without
limitation, cash or Shares, or any combination thereof, upon
achievement of such performance objectives during the relevant
performance period as the Committee shall establish at the
time of such Award or thereafter, but not later than the time
permitted by Code section 162(m) in the case of a Covered
Employee, unless the Committee does not intend for such
Award to comply with Code section 162(m).
2.30 “Plan” means the Starwood Hotels & Resorts Worldwide, Inc.
2013 Long-Term Incentive Compensation Plan set forth in this
document and as it may be amended from time to time.
2.31 “Restricted Stock” means an Award of Shares under Article 7
of the Plan, which Shares are issued with such restriction(s) as
the Committee, in its sole discretion, may impose, including
without limitation, any restriction on the right to retain such
Shares, to sell, transfer, pledge or assign such Shares, to vote
such Shares, and/or to receive any dividends with respect to
such Shares, which restrictions may lapse separately or in
combination at such time or times, in installments or otherwise,
as the Committee may deem appropriate.
2.32 “Restricted Stock Unit” means an Award under Article 7 of
the Plan that is valued by reference to a Share, which value
may be paid to the Participant by delivery of such property as
the Committee shall determine, including without limitation,
cash or Shares, or any combination thereof, and that has
such restriction(s) as the Committee, in its sole discretion,
may impose, including without limitation, any restriction
on the right to retain such Awards, to sell, transfer, pledge
or assign such Awards, and/or to receive any dividend
equivalents with respect to such Awards, which restrictions
may lapse separately or in combination at such time or times,
in installments or otherwise, as the Committee may deem
appropriate.
2.33 “Restriction Period” means the period during which Restricted
Stock or Restricted Stock Units are subject to one or more
restrictions that will lapse based on the passage of time, the
achievement of performance goals, or the occurrence of
another event or events, as determined by the Committee
and specifi ed in the applicable Agreement.
2.34 “SAR Price” means the amount that is subtracted from the
Fair Market Value of a Share at the time of exercise of a SAR
to determine the amount payable, if any, upon exercise of the
SAR.
2.35 “Share” means one share of common stock, par value $.01
per share, of the Company, as may be adjusted pursuant to
the provisions of Section 4.3 of the Plan.
2.36 “Stock Appreciation Right” or “SAR” means an Award granted
under Article 6 which provides for an amount payable in Shares
and/or cash, as determined by the Committee, equal to the
excess of the Fair Market Value of a Share on the day the
Stock Appreciation Right is exercised over the SAR Price.
2.37 “Stock Award” means an Award of Shares, Stock Appreciation
Rights, Restricted Stock, Restricted Stock Units, Performance
Shares, Performance Units or Other Awards granted to a
Director pursuant to Article 11 of the Plan.
ANNEX A