Starwood 2012 Annual Report Download - page 96

STARWOOD HOTELS & RESORTS WORLDWIDE, INC.-2013Proxy StatementA-19
Article 17 - Miscellaneous Provisions
17.1 Restrictions on Shares. All certifi cates for Shares delivered
under the Plan shall be subject to such stop-transfer orders
and other restrictions as the Committee may deem advisable
under the rules, regulations, and other requirements of the
Securities and Exchange Commission, any stock exchange
upon which the Shares are then listed and any applicable
federal or state laws, and the Committee may cause a legend
or legends to be placed on any such certifi cates to make
appropriate reference to such restrictions. In making such
determination, the Committee may rely upon an opinion of
counsel for the Company.
Notwithstanding any other provision of the Plan, the Company
shall have no liability to deliver any Shares under the Plan or
make any other distribution of the benefi ts under the Plan
unless such delivery or distribution would comply with all
applicable laws (including, without limitation, the requirements
of the Securities Act of 1933), and the applicable requirements
of any securities exchange or similar entity.
17.2 Rights of Stockholder. Except as otherwise provided in Article
7 of the Plan or in the applicable Restricted Stock Agreement,
each Participant who receives an Award of Shares of Restricted
Stock shall at all times have all of the rights of a stockholder with
respect to such Shares, including but not limited to the right
to vote the Shares to the extent, if any, such Shares possess
voting rights and receive dividends and other distributions.
No Participant awarded an Option or Stock Appreciation
Right shall have any right as a stockholder with respect to
any Shares covered by such Award (including but not limited
to the right to vote the Shares) prior to the date on which
the Participant becomes the record holder of such Shares.
Except as provided otherwise in the Plan or in an Agreement,
no Participant awarded a Stock Award, Restricted Stock
Unit, Performance Share or Performance Unit shall have any
right as a stockholder with respect to any Shares covered by
such Award (including but not limited to the right to vote the
Shares) prior to the date on which the Participant becomes
the record holder of such Shares.
17.3 No Implied Rights. Nothing in the Plan or any Agreement shall
confer upon any Participant any right to continue in the service
of the Employer, or to serve as a Director thereof, or interfere in
any way with the right of the Employer to terminate his or her
employment or other service relationship at any time and for
any reason. Unless agreed by the Board, no Award granted
under the Plan shall be deemed salary or compensation
for the purpose of computing benefi ts under any employee
benefi t plan, severance program, or other arrangement of the
Employer for the benefi t of its employees. No Participant shall
have any claim to an Award until it is actually granted under
the Plan. To the extent that any person acquires a right to
receive payments from the Company under the Plan, such
right shall, except as otherwise provided by the Committee,
be no greater than the right of an unsecured general creditor
of the Company.
17.4 Compliance with Laws. At all times when the Committee
determines that compliance with Code section 162(m) is
required or desirable, all Awards granted under this Plan to
Covered Employees shall comply with the requirements of
Code section 162(m). In addition, in the event that changes
are made to Code section 162(m) to permit greater fl exibility
with respect to any Awards under the Plan, the Committee
may, subject to the requirements of Article 15, make any
adjustments it deems appropriate. The Plan and the grant
of Awards shall be subject to all applicable federal and state
laws, rules, and regulations and to such approvals by any
United States government or regulatory agency as may be
required. Any provision herein relating to compliance with Rule
16b-3 under the Act shall not be applicable with respect to
participation in the Plan by Participants who are not Insiders.
17.5 Compliance with Code Section 409A. At all times, this Plan shall
be interpreted and operated (i) with respect to 409A Awards
in accordance with the requirements of Code section 409A,
and (ii) to maintain the exemptions from Code section 409A of
Options, SARs and Restricted Stock and any Awards designed
to meet the short-term deferral exception under Code section
409A. To the extent there is a confl ict between the provisions
of the Plan relating to compliance with Code section 409A
and the provisions of any Agreement issued under the Plan,
the provisions of the Plan control. Moreover, any discretionary
authority that the Committee may have pursuant to the Plan
shall not be applicable to a 409A Award to the extent such
discretionary authority would confl ict with Code section 409A.
In addition, to the extent required to avoid a violation of the
applicable rules under Code section 409A by reason of Code
section 409A(a)(2)(B)(i), any payment under an Award shall
be delayed until the earliest date of payment that will result
in compliance with the rules of Code section 409A(a)(2)(B)
(i) (regarding the required six-month delay for distributions
to specifi ed employees that are related to a separation from
service). To the extent that a 409A Award provides for payment
upon the recipient’s termination of employment as an employee
or cessation of service as a Director, the 409A Award shall be
deemed to require payment upon the individual’s “separation
from service” within the meaning of Code section 409A. In
the event that an Award shall be deemed not to comply with
Code section 409A, then neither the Company, the Board
of Directors, the Committee nor its or their designees or
agents, nor any of their affi liates, assigns or successors (each
a “protected party”) shall be liable to any Award recipient or
other person for actions, inactions, decisions, indecisions or
any other role in relation to the Plan by a protected party if
made or undertaken in good faith or in reliance on the advice
of counsel (who may be counsel for the Company), or made
or undertaken by someone other than a protected party.
17.6 Deferrals for Code Section 162(m). The Committee, in
its discretion, may defer the payment of an Award, if
such payment would cause the annual remuneration of
ANNEX A