Starwood 2012 Annual Report Download - page 90

STARWOOD HOTELS & RESORTS WORLDWIDE, INC.-2013Proxy StatementA-13
Article 7 - Restricted Stock and Restricted Stock Units
7.1 Grant of Restricted Stock/Unit. Subject to the terms and
provisions of the Plan, Restricted Stock Awards and Restricted
Stock Unit Awards may be granted to Eligible Participants in
such amounts and upon such terms, and at any time and
from time to time, as shall be determined by the Committee.
Awards of Restricted Stock/Units may be made either alone or
in addition to or in tandem with other Awards granted under the
Plan and may be current grants of Restricted Stock, deferred
grants of Restricted Stock or Restricted Stock Units.
7.2 Restricted Stock/Unit Agreement.
(a) In General. Each Award of Restricted Stock/Units shall be
evidenced by an Agreement that shall set forth the terms
of the Award, as determined by the Committee, including,
without limitation, the number of Shares of Restricted
Stock or the number of Restricted Stock Units granted;
the purchase price, if any, to be paid for each Share of
Restricted Stock or Restricted Stock Unit, which may
be more than, equal to, or less than Fair Market Value
of a Share and may be zero, subject to such minimum
consideration as may be required by applicable law; any
restrictions applicable to the Restricted Stock/Units such
as continued service or achievement of performance
goals; the length of the Restriction Period and whether
any circumstances, such as death, Disability, or a Change
in Control, will shorten or terminate the Restriction Period;
and whether Restricted Stock Units will be settled in
cash, Shares or a combination of cash and Shares. The
Restriction Period may be of any duration. The Award
may provide for lapse of the Restriction Period in monthly
or longer installments over the course of the Restriction
Period, as determined by the Committee in its discretion.
(b) Execution of Agreements. Notwithstanding Section 3.5,
a Restricted Stock/Unit Award must be accepted within
a period of sixty (60) days from the date of grant, or such
other period as the Committee may specify, by executing
a Restricted Stock/Unit Agreement and paying whatever
price, if any, is required.
The prospective recipient of a Restricted Stock/Unit Award
shall not have any rights with respect to such Award, unless
and until such recipient has executed a Restricted Stock/Unit
Agreement and has delivered a fully executed copy thereof
to the Committee, and has otherwise complied with the
applicable terms and conditions of such Award.
7.3 Nontransferability. Except as otherwise provided in this Article
7 or an Agreement, Restricted Stock and Restricted Stock
Units may not be sold, exchanged, transferred, pledged, or
otherwise alienated or hypothecated or otherwise disposed of
during the Restriction Period or, in the case of Restricted Stock
Units, until the date of delivery of Shares or other payment
with respect to the Restricted Stock Units (other than by will
or by the laws of descent and distribution). Further, except as
otherwise provided in the applicable Agreement, a Participant’s
rights with respect to Shares of Restricted Stock or Restricted
Stock Units shall be available during the Participant’s lifetime
only to the Participant or the Participant’s legal representative.
7.4 Certifi cates. Upon an Award of Restricted Stock to a Participant,
Shares of Restricted Stock shall be registered in the Participant’s
name. Certifi cates, if issued, may either be held in custody
by the Company until the Restriction Period expires or until
restrictions thereon otherwise lapse and/or be issued to the
Participant and registered in the name of the Participant, bearing
an appropriate restrictive legend and remaining subject to
appropriate stop-transfer orders. If required by the Committee,
the Participant shall deliver to the Company one or more stock
powers endorsed in blank relating to the Restricted Stock. If
and when the Restriction Period expires without a prior forfeiture
of the Restricted Stock subject to such Restriction Period,
unrestricted certifi cates for such shares shall be delivered to
the Participant.
7.5 Dividends and Other Distributions. Except as provided in
this Article 7 or in the Agreement, a Participant receiving
a Restricted Stock Award shall have, with respect to such
Restricted Stock Award, all of the rights of a stockholder of
the Company, including the right to vote the Shares to the
extent, if any, such Shares possess voting rights and the right
to receive any dividends; provided, however, the Committee
may require that any dividends on such Shares of Restricted
Stock shall be automatically deferred and reinvested in additional
Restricted Stock subject to the same restrictions on vesting as
the underlying Award, or may require that dividends and other
distributions on Restricted Stock shall be paid to the Company
for the account of the Participant and held pending and subject
to the same restrictions on vesting as the underlying Award;
provided, however, that to the extent that any dividends are
deferred, reinvested or otherwise not paid when such dividends
would otherwise normally be paid, (i) all terms and conditions
for such delayed payment shall be included in the Agreement,
and (ii) such deferral, reinvestment or delay in payment of
the dividends shall only be allowed to the extent it complies
with, or is exempt from, the requirements of Code section
409A. The Committee shall determine whether interest shall
be paid on such amounts, the rate of any such interest, and
the other terms applicable to such amounts (again, provided
that all such terms shall, to the extent required, comply with
Code section 409A). A Participant receiving a Restricted Stock
Unit Award shall not possess voting rights and shall accrue
dividend equivalents on such Units only to the extent provided
in the Agreement relating to the Award; provided, however,
that rights to dividend equivalents shall only be allowed to the
extent they comply with, or are exempt from, Code section
409A. The Committee shall require that any such dividend
equivalents be subject to the same restrictions on vesting and
payment as the underlying Award. In addition, with respect to
Covered Employees, the Committee may apply any restrictions
it deems appropriate to the payment of dividends declared
with respect to Restricted Stock such that the dividends and/
or Restricted Stock maintain eligibility for the performance-
based compensation exception under Code section 162(m).
7.6 Short-Term Deferral. To the extent an Award described in this
Section is a 409A Award and is subject to a substantial risk of
forfeiture within the meaning of Code section 409A (or will be
ANNEX A