Starwood 2012 Annual Report Download - page 97

STARWOOD HOTELS & RESORTS WORLDWIDE, INC.-2013Proxy Statement A-20
a Participant, who is subject to the requirements of Code
section 162(m), to be nondeductible because it exceeds
$1,000,000 (or such other amount allowed under Code
section 162(m) as a deduction). Any such deferral shall
be clearly and expressly provided for by the Committee
and, in the case of 409A Awards, shall be subject to the
limitations set forth in the next sentence. Any such deferral
(i) shall be until the earlier of (A) the Participant’s separation
from service (within the meaning of Code section 409A and
subject to the last sentence of Section 16.5 above in the
case of a specifi ed employee), or (B) the next succeeding
year (or years) in which the deduction of the payment will
not be barred by application of Code section 162(m), (ii)
is conditioned on all payments to similarly situated Award
Recipients being treated in a reasonably consistent manner,
(iii) is conditioned on all payment to the Award recipient
that could also be deferred on the basis of nondeductibility
under Code section 162(m) being similarly delayed, and (iv)
shall not be applied to payments under Options and SARs.
17.7 Successors. The terms of the Plan and all outstanding Awards
shall be binding upon the Company, and its successors and
assigns.
17.8 Tax Elections. Each Participant agrees to promptly give the
Committee a copy of any election made by such Participant
under Code section 83(b) or any similar provision thereof.
Notwithstanding the preceding sentence, the Committee
may condition any Award on the Participant making or not
making an election under Code section 83(b) with respect
to the Award.
17.9 No Fractional Shares. No fractional Shares shall be issued or
delivered pursuant to the Plan or any Award; in the discretion
of the Committee, the Company shall forfeit the value of
fractional shares or make cash payments in lieu of fractional
Shares.
17.10 Delivery of Title. The Company shall have no obligation to
issue or deliver evidence of title for Shares under the Plan
prior to:
(a) Obtaining any approvals from governmental agencies
that the Company determines are necessary or advisable;
and
(b) Completing any registration or other qualifi cation of the
Shares under any applicable national or foreign law or
ruling of any governmental body that the Company
determines are necessary or advisable.
17.11 Inability to Obtain Authority. The inability of the Company (after
reasonable efforts) to obtain authority from any regulatory
body having jurisdiction, which authority is deemed by the
Company’s counsel to be necessary to the lawful issuance
and/or sale of any Awards or Shares hereunder, shall relieve
the Company of any liability in respect of the failure to issue
an/or sell such Awards or Shares as to which such requisite
authority shall not have been obtained.
17.12 Uncertifi cated Shares. To the extent that the Plan provides for
issuance of certifi cates to refl ect the transfer of Shares, the
transfer of such Shares may be effected on a noncertifi cated
basis, to the extent not prohibited by applicable law or the
rules of any stock exchange.
17.13 Legal Construction.
(a) Severability. If any provision of this Plan or an Agreement is
or becomes or is deemed invalid, illegal or unenforceable
in any jurisdiction, or would disqualify the Plan or any
Agreement under any law deemed applicable by the
Committee, such provision shall be construed or deemed
amended to conform to applicable laws or if it cannot
be construed or deemed amended without, in the
determination of the Committee, materially altering the
intent of the Plan or the Agreement, it shall be stricken
and the remainder of the Plan or the Agreement shall
remain in full force and effect.
(b) Gender and Number. Where the context admits, words
in any gender shall include the other gender, words in the
singular shall include the plural and words in the plural
shall include the singular.
(c) Governing Law. To the extent not preempted by federal
law, the Plan and all Agreements hereunder shall be
construed in accordance with and governed by the
laws of the State of New York, excluding any confl icts
or choice or law rule or principle that might otherwise
refer construction or interpretation of the Plan or the
Agreement (as applicable) to the substantive law of
any other jurisdiction. Unless otherwise provided in
the applicable Agreement, the recipient of an Award is
deemed to submit to the exclusive jurisdiction and venue
of the Federal and state courts of New York to resolve
any and all issues that may arise out of or relate to the
Plan or such Agreement.
IN WITNESS WHEREOF, this Plan is executed this ___ day of ____________, 2013.
STARWOOD HOTELS &
RESORTS WORLDWIDE, INC
ATTEST By:
Secretary Authorized Offi cer
ANNEX A