Starwood 2015 Annual Report Download - page 40

Table of Contents
The Separation Agreement provided the terms and conditions pursuant to which Mr. van Paasschen continued as our employee until February 28, 2015, and
pursuant to which Mr. van Paasschen served as a consultant to us from then until May 31, 2015 (or the Consulting Period). The Separation Agreement also
provided for Mr. van Paasschen to receive certain payments and benefits from us in connection with his departure.
On December 15, 2015 Mr. Aron entered into a Separation Agreement with us (or the Aron Separation Agreement), pursuant to which he ceased to be an officer
and director of the Company effective as of December 30, 2015. The Aron Separation Agreement provided for Mr. Aron to receive certain payments and benefits
from us in connection with his separation from the Company. The material terms and provisions of the van Paasschen Separation Agreement and the Aron
Separation Agreement are described in more detail below.
Termination Before Change in Control: Involuntary Other than for Cause, Voluntary for Good Reason, Death or Disability . We generally enter into offer
letters with our executives. Such offer letters typically provide that if employment is terminated by us for any reason other than for cause (or, for Mr. Turner, if
employment is terminated by Mr. Turner for good reason), the executive will receive lump sum severance benefits of 12 months of base salary (subject to a release
of claims) and we will pay the named executive officer a lump sum amount equal to twelve months of the Consolidated Omnibus Budget Reconciliation Act (or
COBRA) premiums. The receipt of such severance benefits is subject to and conditioned upon compliance with the executive’s agreement not to engage in certain
competitive activities or solicit employees for a period of 12 months after the date of termination and a customary release of claims. If employment is terminated
because of the executive’s death or permanent disability, pursuant to the terms of the underlying award agreements, all of the executive’s equity awards would
accelerate and vest.
In addition, Mr. Schnaid’s December 2015 retention bonus ($200,000) would become payable in full upon a termination without “cause” or for “good reason,” and
Ms. Poulter’s 2014 cash retention payment ($1,500,000) will become payable in full upon a termination without “cause,” or Ms. Poulter’s disability or death after
at least six months of employment.
Termination in the Event of Change in Control . We have entered into severance agreements with each of Messrs. Mangas, Rivera, Schnaid and Turner and
Ms. Poulter. Each severance agreement provides for a term of three years, with automatic one-year extensions until either party timely notifies the other that such
party does not wish to extend the agreement. If a Change in Control or a Potential Change in Control (each as described below) occurs, within the term of the
agreements (including any extensions thereof), the agreement will continue for at least 24 months following the date of such Change in Control or Potential Change
in Control.
Each agreement provides that if, following a Change in Control (or prior to a Change in Control in certain circumstances as described in the severance agreements),
the executive’s employment is terminated without Cause (as defined in the agreement) or with Good Reason (as defined in the agreement), the executive would
receive, in addition to any accrued salary or normal post-termination compensation and benefits in accordance with our retirement, insurance and other
compensation or benefit plans, programs and arrangements as in effect immediately prior to the date of termination (or, if more favorable to the executive, as in
effect immediately prior to the occurrence of the first event or circumstance constituting Good Reason), the following:
• two times (or for Mr. Schnaid, one and one half times) the sum of his or her base salary plus the average of the annual incentives earned by the executive (or,
with respect to the 2014 fiscal year for Mr. Mangas, the non-pro-rated target annual incentive) in the three fiscal years ending immediately prior to the fiscal
year in which the termination occurs (in the case of Mr. Mangas, disregarding any years during which he was not employed by the Company) or, if higher,
immediately prior to the fiscal year in which occurs the first event or circumstance constituting Good Reason, paid in a lump sum;
• continued life, disability and accident benefits for two years (or, for Mr. Schnaid, 18 months), reduced to the extent benefits of the same type are received by or
made available to the executive from another employer;
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