Starwood 2012 Annual Report Download - page 91

STARWOOD HOTELS & RESORTS WORLDWIDE, INC.-2013Proxy Statement A-14
granted upon the satisfaction of a condition that constitutes
such a substantial risk of forfeiture), any compensation due
under the Award (or pursuant to a commitment to grant an
Award) shall be paid in full not later than the 60th day following
the date on which there is no longer such a substantial risk of
forfeiture with respect to the Award (and the Participant shall
have no right to designate the year of the payment), unless
the Committee shall clearly and expressly provide otherwise
at the time of granting the Award.
Article 8 - Performance Shares and Units
8.1 Grant of Performance Shares/Units. Subject to the terms and
provisions of the Plan, Performance Shares and Performance
Units 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.
8.2 Value of Performance Shares/Units. Each Performance Unit
shall have an initial value that is established by the Committee at
the time of grant. Each Performance Share shall have an initial
value equal to the Fair Market Value of a Share on the date of
grant. In addition to any non-performance terms applicable to
the Award, the Committee shall set performance goals in its
discretion which, depending on the extent to which they are
met, will determine the number and/or value of Performance
Shares, Performance Units or both, as applicable, that will
be paid out to the Participant. For purposes of this Article 8,
the time period during which the performance goals must be
met shall be called a “Performance Period.” The Committee
may, but is not obligated to, set such performance goals by
reference to the performance measures set forth in Article 10.
8.3 Earning of Performance Shares/Units. Subject to the terms of
this Plan, after the applicable Performance Period has ended,
the holder of the Performance Shares/Units shall be entitled
to receive a payout of the number and value of Performance
Shares/Units earned by the Participant over the Performance
Period, to be determined as a function of the extent to which
the corresponding performance goals have been achieved
and any applicable non-performance terms have been met.
8.4 Form and Timing of Payment of Performance Shares/
Units. Subject to the terms of this Plan and the applicable
Agreement, the Committee, in its sole discretion, may pay
earned Performance Shares/Units in the form of cash or
Shares or other Awards (or a combination thereof) which
have an aggregate Fair Market Value equal to the value of
the earned Performance Shares/Units at the close of the
applicable Performance Period. Any such Shares may be
granted subject to any restrictions deemed appropriate by
the Committee. The determination of the Committee with
respect to the form and timing of payout of such Awards shall
be set forth in the Agreement pertaining to the grant of the
Award. Notwithstanding the foregoing, to the extent an Award
described in this Article 8 is a 409A Award and is subject to
a substantial risk of forfeiture within the meaning of Code
section 409A (or will be granted upon the satisfaction of a
condition that constitutes such a substantial risk of forfeiture),
any compensation due under the Award (or pursuant to a
commitment to grant an Award) shall be paid in full not later
than the 60th day following the date there is no longer such
a substantial risk of forfeiture with respect to the Award (and
the Participant shall have no right to designate the year of the
payment), unless the Committee shall clearly and expressly
provide otherwise at the time of granting the Award.
8.5 Dividends and Other Distributions. A Participant receiving a
Performance Share/Unit Award shall not possess voting rights
and shall accrue dividend equivalents on such Performance
Shares/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. Any rights to
dividend equivalents on Performance Shares/Units shall 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 Performance Shares/Units such that the dividends
and/or Performance Shares/Units maintain eligibility for the
performance-based compensation exception under Code
section 162(m).
8.6 Nontransferability. Except as otherwise provided in this Article
8 or the applicable Agreement, Performance Shares/Units may
not be sold, exchanged, transferred, pledged, assigned, or
otherwise alienated or hypothecated, 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 Performance Shares/Units shall be available
during the Participant’s lifetime only by the Participant or the
Participant’s legal representative.
Article 9 - Other Awards
The Committee shall have the authority to specify the terms
and provisions of other forms of equity-based or equity-related
awards not described above that the Committee determines to
be consistent with the purpose of the Plan and the interests of
the Company. The Other Awards may provide for cash payments
based in whole or in part on the value or future value of Shares, for
the acquisition or future acquisition of Shares, or any combination
of the foregoing. Notwithstanding the foregoing, where the value
of an Other Award is based on the difference in the value of a
Share at different points in time, the grant or exercise price will not
be less than 100% of the Fair Market Value of the Shares on the
date of grant unless the Other Award is granted in replacement for
ANNEX A