Starwood 2012 Annual Report Download - page 94

STARWOOD HOTELS & RESORTS WORLDWIDE, INC.-2013Proxy StatementA-17
Article 14 - Withholding
14.1 Tax Withholding. The Company shall have the power and the
right to deduct or withhold, or require a Participant to remit to
the Company, an amount suffi cient to satisfy Federal, state,
and local taxes or similar charges, domestic or foreign, required
by law or regulation to be withheld with respect to any taxable
event arising as a result of or in connection with this Plan or
any Award.
14.2 Share Withholding. With respect to withholding required upon
the exercise of Options or SARs, upon the lapse of restrictions
on Restricted Stock or Restricted Stock Units, upon the
achievement of performance goals related to Performance
Shares or Performance Units, or upon any other taxable event
arising as a result of or in connection with an Award granted
hereunder that is settled in Shares, unless other arrangements
are made with the consent of the Committee, Participants shall
satisfy the withholding requirement by having the Company
withhold Shares having a Fair Market Value on the date the
tax is to be determined equal to not more than the amount
necessary to satisfy the Company’s withholding obligations at
the minimum statutory withholding rates. All such withholding
arrangements shall be subject to any restrictions or limitations
that the Committee, in its sole discretion, deems appropriate.
Article 15 - Amendment and Termination
15.1 Amendment or Termination of Plan. The Committee may at any
time terminate or from time to time amend the Plan in whole or
in part, but no such action shall adversely affect any rights or
obligations with respect to any Awards previously granted under
the Plan, unless the affected Participants consent in writing.
The Company will obtain the approval of the stockholders
before amending the Plan to the extent required by Code
section 162(m) or 422 and/or the rules of the exchange upon
which the Shares are traded or other applicable law.
15.2 Amendment of Agreement. The Committee may, at any time,
amend outstanding Agreements in a manner not inconsistent with
the terms of the Plan; provided, however, except as provided in
Section 15.4, if such amendment is adverse to the Participant,
as determined by the Committee, the amendment shall not be
effective unless and until the Participant consents, in writing,
to such amendment. To the extent not inconsistent with the
terms of the Plan, the Committee may, at any time, amend an
outstanding Agreement in a manner that is not unfavorable
to the Participant without the consent of such Participant.
Notwithstanding the above provision, the Committee shall not
permit or effect a repricing, except in accordance with Section
4.3 or to the extent the repricing is approved by the stockholders
of the Company; for this purpose, a repricing is an amendment
to the terms of an outstanding Option or SAR that would reduce
the Option Price or SAR Price of that Option or SAR, respectively,
or a cancellation, exchange, substitution, buyout or surrender
of an outstanding Option or SAR in exchange for cash, another
Award or Option or SAR with an Option Price or SAR Price
that is less than the Option Price or SAR Price of the original
Option or SAR, respectively (or as further defi ned within US
generally accepted accounting practices or any applicable stock
exchange rule). Notwithstanding anything else in this Section
15.2, (i) no amendment of an Agreement shall cause an award
to be subject to Code section 409A, unless the Agreement,
as amended, complies with the requirements of Code section
409A, and (ii) no amendment of an Agreement that is subject
to Code section 409A shall cause such an Agreement (or the
underlying Award) to violate Code section 409A.
15.3 Cancellation of Awards. The Committee may provide in the
Agreement that if a Participant engages in any “Detrimental
Activity” (as defi ned below), the Committee may, notwithstanding
any other provision in this Plan to the contrary, cancel, rescind,
suspend, withhold or otherwise restrict or limit any unexpired,
unexercised, unpaid or deferred Award as of the fi rst date the
Participant engages in the Detrimental Activity, unless sooner
terminated by operation of another term of this Plan or any other
agreement. Without limiting the generality of the foregoing, the
Agreement may also provide that if the Participant exercises an
Option or SAR, receives a Performance Share or Performance
Unit payout, receives or vests in Shares under an Award or
vests in or receives a payout under a Restricted Stock Unit
at any time during the period beginning six months prior to
the date the Participant fi rst engages in Detrimental Activity
and ending six months after the date the Participant ceases
to engage in any Detrimental Activity, the Participant shall be
required to pay to the Company the excess of the then fair
market value of the Shares subject to the Award over the total
price paid by the Participant for such Shares.
For purposes of this Section, “Detrimental Activity” means
any of the following, as determined by the Committee in good
faith: (i) the violation of any agreement between the Company
and the Participant relating to the disclosure of confi dential
information or trade secrets, the solicitation of employees,
customers, suppliers, licensees, licensors or contractors,
or the performance of competitive services; (ii) conduct that
constitutes Cause (as defi ned in Section 2.6 above), whether
or not the Participant’s employment is terminated for Cause; (iii)
making, or causing or attempting to cause any other person
to make, any statement, either written or oral, or conveying
any information about the Company which is disparaging or
which in any way refl ects negatively upon the Company; (iv)
improperly disclosing or otherwise misusing any confi dential
information regarding the Company; or (v) the refusal or failure
of a Participant to provide, upon the request of the Company,
a certifi cation, in a form satisfactory to the Company, that he
or she is in full compliance with the terms and conditions of
the Plan; provided, that the Committee may provide in the
Agreement that only certain of the restrictions provided above
apply for purposes of the Agreement.
ANNEX A