Starwood 2015 Annual Report Download - page 42

Table of Contents
Under Ms. Poulter’s and Messrs. Mangas and Schnaid’s severance agreements, “Change in Control” is defined in accordance with the LTIP. Under the severance
agreements, a “Potential Change in Control” is generally deemed to occur on any of the following events:
• we enter into any agreement, the consummation of which would result in the occurrence of a Change in Control;
• we or any person publicly announces an intention to take or to consider taking actions which, if consummated, would constitute a Change in Control;
• any person becomes the Beneficial Owner (as such term is defined in the severance agreements), directly or indirectly, of our securities representing 15% or
more of either the then outstanding shares of our common stock or the combined voting power of our then outstanding securities (subject to certain limitations
described in the severance agreements); or
• the Board adopts a resolution to the effect that, for purposes of the severance agreements, a Potential Change in Control has occurred.
Mr. Mangas and Mr. Schnaid’s December 31, 2015 offer letters with the Company provide that, if Marriott requests that either officer remain with the Company
after the Merger to assist in certain post-closing transition matters (for a period no longer than six months) and he voluntarily resigns from employment during the
transition period (except upon certain changes in employment described in the offer letter), the officer will forfeit any incremental benefit he would have received
under the severance agreement or the LTIP based on the compensation package set forth in his offer letter.
Ms. Poulter’s 2014 cash retention payment ($1,500,000) will become payable in full upon a termination without “cause,” Ms. Poulter’s disability or death after at
least six months of employment or Ms. Poulter’s resignation for good reason in connection with a change in control of the Company.
Estimated Payments Upon Termination
The tables below reflect the estimated amounts payable to the named executive officer in the event their employment with us had terminated as of December 31,
2015 under various circumstances, and includes amounts earned through that date. The actual amounts that would become payable in the event of an actual
employment termination can only be determined at the time of such termination. The value of the vesting of restricted stock, restricted stock units, performance
shares and stock options in each of the tables is based on the closing price of a share on December 31, 2015, the last business day of the fiscal year, which was
$69.28. The tables do not include amounts shown on the 2015 Nonqualified Deferred Compensation Plan Table or benefits available generally to salaried
employees, such as distributions under our Savings Plan, disability insurance and life insurance benefits.
Involuntary Termination without Cause or Voluntary Termination for Good Reason. The following table discloses the amounts that would have become payable
on account of an involuntary termination without cause or a voluntary termination for good reason outside of the change in control context had each termination
occurred on December 31, 2015.
Name
Severance
Pay
($)
Medical
Benefits
($)
Vesting of
Restricted
Stock
($)
Vesting of
Performance
Shares
($)
Vesting of
Stock
Options
($)
Total
($)
Mangas 1,000,000 12,462 — — — 1,012,462
Poulter 2,200,000 12,462 — — — 2,212,462
Rivera 749,696 10,947 — — — 760,643
Schnaid 700,000 12,168 — — — 712,168
Turner 766,785 12,462 — — — 779,247
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