Starwood 2012 Annual Report Download - page 86

STARWOOD HOTELS & RESORTS WORLDWIDE, INC.-2013Proxy StatementA-9
or employees, the Company’s accountants, or the Company’s
counsel. To the extent the entitlement to Reimbursement
Expenses is subject to Code section 409A, it applies during
the lifetime of the Committee member; the Company shall pay
each Reimbursement Expense no later than the end of the
calendar year following the calendar year in which the Committee
member incurred such Reimbursement Expense; the amount
of Reimbursement Expenses available to a Committee member
in one tax year will not affect the amount of Reimbursement
Expenses available to the Committee member in any other
tax year; and the entitlement to Reimbursement Expenses is
not subject to liquidation or exchange for any other benefi t.
Article 4 - Shares Subject to the Plan
4.1 Number of Shares. Subject to adjustment as provided in Section
4.3, the aggregate number of Shares which are available for
issuance pursuant to Awards under the Plan is Eleven Million
(11,000,000) Shares (the “Award Pool”). The Award Pool shall
be available for all types of Awards granted under the Plan;
there is no maximum number of Shares per type of Award.
Such Shares shall be made available from Shares authorized
but unissued or Shares held (or subsequently acquired) by the
Company as treasury shares, including Shares purchased in
the open market or in private transactions.
Upon approval of this Plan by the stockholders of the Company,
no further grants may be made under the Company’s 2004
Long-Term Incentive Compensation Plan, as amended (the
“2004 Plan”). However, if Shares awarded or subject to issuance
pursuant to awards under the 2004 Plan are not issued or are
reacquired by the Company, in either case due to the forfeiture,
cancellation or expiration of such awards without having been
exercised or settled in Shares, those Shares shall be available
for issuance pursuant to Awards under this Plan. In addition,
if the tax withholding obligation, exercise price or purchase
price under an award under the 2004 Plan is satisfi ed by the
Company retaining Shares that otherwise would have been
issued in settlement of the award or by Shares tendered by the
participant (either by actual delivery or attestation), the number
of Shares so retained or tendered shall be available for issuance
pursuant to Awards under this Plan. All Shares derived from
the 2004 Plan shall be tracked and counted as provided in this
Plan and shall not trigger a deduction from the Award Pool.
The following rules shall apply for purposes of determining the
number of Shares available for issuance under the Plan:
(a) Each Option shall be counted as one Share subject to
an Award and deducted from the Award Pool.
(b) Each share of Restricted Stock, each Restricted Stock
Unit that may be settled in Shares and each Other Award
that may be settled in Shares shall be counted as one
Share subject to an Award and deducted from the Award
Pool. Restricted Stock Units and Other Awards that may
not be settled in Shares shall not result in a deduction
from the Award Pool.
(c) Each Performance Share that may be settled in Shares
shall be counted as one Share subject to an Award,
based on the number of Shares that would be paid
under the Performance Share for achievement of target
performance, and deducted from the Award Pool. Each
Performance Unit that may be settled in Shares shall be
counted as a number of Shares subject to an Award, based
on the number of Shares that would be paid under the
Performance Unit for achievement of target performance,
with the number determined by dividing the value of the
Performance Unit at the time of grant by the Fair Market
Value of a Share at the time of grant, and this number shall
be deducted from the Award Pool. In both cases, in the
event that the Award is later settled based on above-target
performance, the number of Shares corresponding to the
above-target performance, calculated pursuant to the
applicable methodology specifi ed above, shall be deducted
from the Award Pool at the time of such settlement; in the
event that the Award is later settled upon below-target
performance, the number of Shares corresponding to
the below-target performance, calculated pursuant to
the applicable methodology specifi ed above, shall be
added back to the Award Pool. Performance Shares and
Performance Units that may not be settled in Shares shall
not result in a deduction from the Award Pool.
(d) Each Stock Appreciation Right that may be settled in
Shares shall be counted as one Share subject to an Award
and deducted from the Award Pool. Stock Appreciation
Rights that may not be settled in Shares shall not result
in a deduction from the Award Pool.
(e) If, for any reason, any Shares awarded or subject to
issuance under the Plan are not issued, or are reacquired
by the Company from the Participant or the Participant’s
transferee, for reasons including, but not limited to, a
forfeiture of Restricted Stock or a Restricted Stock
Unit or the termination, expiration or cancellation of an
Option, Stock Appreciation Right, Performance Share or
Performance Unit or the settlement of an Award in cash
in lieu of Shares, such Shares shall again be available for
issuance pursuant to an Award under the Plan and shall
be added back to the Award Pool If the tax withholding
obligation under an Award or the Option Price or purchase
price under an Award is satisfi ed by the Company retaining
Shares that otherwise would have been issued in settlement
of the Award or by Shares tendered by the Participant
(either by actual delivery or attestation), the number of
Shares so retained or tendered shall again be available
for issuance pursuant to Awards under the Plan and shall
be added back to the Award Pool.
4.2 Individual Limits. Subject to adjustment as provided in Section
4.3, and except to the extent the Committee determines that
an Award to a Covered Employee shall not comply with the
performance-based compensation provisions of Code section
162(m) (and may be excluded from these limits without adversely
ANNEX A