Starwood 2012 Annual Report Download - page 85

STARWOOD HOTELS & RESORTS WORLDWIDE, INC.-2013Proxy Statement A-8
Article 3 - Administration
3.1 General. This Plan shall be administered by the Committee.
3.2 Authority of the Committee.
(a) The Committee shall have the full and exclusive discretionary
authority to (i) interpret, construe and administer the terms
and intent of the Plan and any Agreement (as well as any
other agreement or document related to the Plan or an
Award), (ii) select the persons who are eligible to receive
an Award, (iii) act in all matters pertaining to the granting of
an Award and the contents of the Agreement evidencing
the Award, including without limitation, the determination
of the number of Options, Stock Appreciation Rights,
Stock Awards, Restricted Stock, Restricted Stock Units,
Performance Shares, Performance Units or Other Awards
subject to an Award and the form, terms, conditions and
duration of each Award, and (iv) make any amendment to
an Award or Agreement consistent with the provisions of
the Plan. The Committee may adopt such rules, regulations
and procedures of general application for the administration
of this Plan, as it deems appropriate.
(b) The Committee may correct any defect, supply any
omission or reconcile any inconsistency in the Plan or
any Agreement in the manner and to the extent it shall
deem desirable to address the matter.
(c) In the event the Company shall assume outstanding
employee benefi t awards or the right or obligation to make
future such awards in connection with the acquisition of
another corporation or business entity, the Committee
may, in its discretion, make such adjustments in the terms
of Awards under the Plan as it shall deem appropriate.
(d) In making any determination or in taking or not taking any
action under the Plan, the Committee may obtain and
may rely on the advice of experts, including employees
of the Company and professional advisors.
(e) All acts, determinations and decisions of the Committee
made or taken pursuant to grants of authority under the
Plan or with respect to any questions arising in connection
with the administration and interpretation of the Plan,
including the severability of any and all of the provisions
thereof, shall be conclusive, fi nal and binding upon all
parties, including the Company, its stockholders, any
Employer, Participants, Eligible Participants and their
estates, benefi ciaries and successors.
3.3 Rules for Foreign Jurisdictions. Notwithstanding anything
in the Plan to the contrary, the Committee may, in its sole
discretion, (i) amend or vary the terms of the Plan in order to
conform such terms with the requirements of each non-U.S.
jurisdiction where an Eligible Participant is located or where
an Eligible Participant’s Award rights are otherwise regulated
(including changes related to obtaining favorable tax treatment
and avoiding unfavorable tax treatment) or in order to meet
the goals and objectives of the Plan; (ii) establish one or more
sub-plans for these purposes; and (iii) establish administrative
rules and procedures to facilitate the operation of the Plan
in such non-U.S. jurisdictions. For purposes of clarity, the
terms and conditions contained herein which are subject to
variation in a non-U.S. jurisdiction shall be refl ected in a written
addendum to the Plan for each Employer affected by such
non-U.S. jurisdiction.
3.4 Delegation of Authority. The Committee may, in its discretion,
at any time and from time to time, delegate to one or more
of the members of the Committee such of its powers as it
deems appropriate (provided that any such delegation shall
be to at least two members of the Committee with respect
to Awards to Covered Employees and Insiders). Except with
respect to Awards to Covered Employees and Insiders, the
Committee may, in its discretion, at any time and from time to
time, delegate to one or more persons who are not members
of the Committee any or all of its authority and discretion under
Section 3.2 and 3.3, to the full extent permitted by law and
the rules of any exchange on which Shares are traded.
3.5 Agreements. Each Award granted under the Plan shall be
evidenced by an Agreement. Each Agreement shall be subject
to and incorporate, by reference or otherwise, the applicable
terms and conditions of the Plan, and may include any other
terms and conditions, not inconsistent with the Plan, as
determined by the Committee, including without limitation,
provisions related to the consequences of termination of
employment. A copy of the Agreement evidencing an Award
shall be provided to the affected Participant, and the Committee
may, but need not, require that the Participant sign a copy of
the Agreement.
3.6 Indemnifi cation. In addition to such other rights of indemnifi cation
as they may have as members of the Board or as members
of the Committee, the Company shall indemnify and hold
harmless the members of the Committee against (i) reasonable
expenses, including attorney’s fees, actually and necessarily
incurred in connection with the defense of any action, suit
or proceeding, or in connection with any appeal thereof, to
which they or any of them may be a party by reason of any
action taken or failure to act under or in connection with the
Plan or any Award granted thereunder, (ii) all amounts paid
by them in settlement thereof, provided such settlement
is approved by independent legal counsel selected by the
Company, and (iii) all amounts paid by them in satisfaction
of a judgment in any such action, suit or proceeding, except
as to matters as to which the Committee member has been
negligent or engaged in misconduct in the performance of
his duties (all amounts reimbursed hereunder are referred to
as the “Reimbursement Expenses”); provided, that within 60
days after institution of any such action, suit or proceeding,
a Committee member shall in writing offer the Company the
opportunity, at its own expense, to handle and defend the
same. In the performance of its responsibilities with respect
to the Plan, the members of the Committee shall be entitled
to rely upon, and no member of the Committee shall be liable
for any action taken or not taken in good faith reliance upon,
information and/or advice furnished by the Company’s offi cers
ANNEX A