Starwood 2012 Annual Report Download - page 93

STARWOOD HOTELS & RESORTS WORLDWIDE, INC.-2013Proxy Statement A-16
Article 11 - Awards to Directors
11.1 Director Awards. On each date that the Company makes its
regular, annual grant of Awards to employees (the “Annual
Grant Date”), each Director shall be granted a Stock Award or
NQSO in an amount determined by the Committee; provided,
however, that each individual who is fi rst elected to serve as
a Director on a date after an Annual Grant Date and prior to
the next Annual Grant Date (“Prorated Grant Date”) shall be
granted a prorated Stock Award and/or NQSO, as follows:
if the Prorated Grant Date is less than 3 months after the
Annual Grant Date, 100% of the Awards granted to Directors
on the Annual Grant Date; if the Prorated Grant Date is at
least 3 months but less than 6 months after the Annual Grant
Date, 75% of the Awards granted to Directors on the Annual
Grant Date; if the Prorated Grant Date is at least 6 months
but less than 9 months after the Annual Grant Date, 50% of
the Awards granted to Directors on the Annual Grant Date;
if the Prorated Grant Date is at least 9 months but less than
12 months after the Annual Grant Date, 25% of the Awards
granted to Directors on the Annual Grant Date.
11.2 Other Director Compensation. In place of cash compensation,
on the last day of March, June, September and December
of each calendar year, each Director shall be awarded, on
a current basis or at the prior election of the Director on a
deferred basis, a number of Shares (rounded to the nearest
whole Share) equal to one-quarter of the dollar amount specifi ed
by the Committee for such calendar year divided by the Fair
Market Value of a Share on such date; provided that such dollar
amount shall be reduced to the extent a Director elects (prior
to such immediately preceding December 31, or with respect
to any person who became a Director subsequent to such
date, within 30 days of becoming a Director) to receive cash
in lieu of Shares under this Section 11.2 (a “Cash Election”).
For purposes of Shares awarded under this Section 11.2, the
defi nition of Fair Market Value in Section 2.17 above shall be
applied by replacing each reference to the closing price of a
Share on the trading day immediately preceding the grant date
for such Shares with a reference to the closing price of a Share
on the last trading day of the calendar quarter immediately
preceding the grant date for such Shares (e.g., for purposes
of any Shares awarded on September 30, 2013, under this
Section 11.2, “Fair Market Value” shall be the NYSE closing
price for a Share on June 28, 2013). The Committee shall
specify the dollar amount in effect under this Section 11.2 for
a calendar year no later than March 31 of such calendar year.
Any Shares awarded pursuant to this Section 11.2 shall not
be Restricted Stock. On or before each December 31 (or in
the case of a person who fi rst becomes a Director subsequent
to December 31, within 30 days of becoming a Director), a
Director may, by written notice to the Company, elect to defer
receipt (a “Deferral Election”) of any or all of the Shares to be
granted to the Director under this Section 11.2 (or cash to the
extent of his or her Cash Election) which would otherwise be
earned for service performed thereafter by him or her. Such
election shall be made on a form prescribed by the Company
for such deferrals and shall comply with the requirements of
Code section 409A.
Article 12 - Benefi ciary Designation
To the extent permitted by the Committee, each Participant under
the Plan may, from time to time, name any benefi ciary or benefi ciaries
(who may be named contingently or successively) to whom any
vested but unpaid Award is to be paid in case of the Participant’s
death. Each such designation shall revoke all prior designations by
the same Participant, shall be in a form prescribed by the Company,
and will be effective only when fi led by the Participant in writing
with the Company during the Participant’s lifetime. In the absence
of any such designation, vested but unpaid Awards outstanding
at the Participant’s death shall be paid to the Participant’s estate.
Article 13 - Deferrals
The Committee may permit or require a Participant to defer such
Participant’s receipt of the payment of cash or the delivery of Shares
that would otherwise be due to such Participant by virtue of the
exercise of an Option or SAR that is not a 409A Award, the lapse or
waiver of restrictions with respect to Restricted Stock or Restricted
Stock Units, or the satisfaction of any requirements or goals with
respect to Performance Shares or Performance Units. If any such
deferral election is required or permitted, the Committee shall, in its
sole discretion, establish rules and procedures for such deferrals,
and the Committee may provide for such arrangements, including
conversion to another form of Award that is available under the
Plan and has equivalent value, as it deems necessary in order to
permit the deferral of taxes in connection with such deferral by the
Participant. Any deferrals required or permitted by the Committee
of Awards shall be made in compliance with Code section 409A.
ANNEX A