Starwood 2004 Annual Report Download - page 51

""Employment and Compensation Agreements with Executive OÇcers,'' ""Compensation Committee Inter-
locks and Insider Participation'' and ""Compensation and Option Committee Report.''
Item 12. Security Ownership of Certain BeneÑcial Owners and Management and Related Stockholder
Matters.
Equity Compensation Plan Information Ì December 31, 2004
(a) (b) (c)
Number of securities
Number of securities remaining available for
to be issued upon Weighted-average future issuance under
exercise of exercise price of equity compensation plans
outstanding options, outstanding options, (excluding securities
warrants and rights warrants and rights reÖected in Column (a))
Equity compensation plans approved by
security holders ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ 34,548,670 $33.81 57,531,550(1)
Equity compensation plans not approved
by security holders ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Ì Ì Ì
Total ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ 34,548,670 $33.81 57,531,550
(1) Does not include deferred share units (that vest over three years and may be settled in Shares) that may be issued pursuant to
obligations under the Executive Annual Incentive Plan (""AIP''). The Executive AIP does not limit the number of deferred share
units that may be issued. This plan has been amended to provide for a termination date of May 26, 2009 to comply with new NYSE
requirements. In addition, 9,242,379 Shares remain available for issuance under our Employee Stock Purchase Plan, a stock
purchase plan meeting the requirements of Section 423 of the Internal Revenue Code.
The remaining information called for by Item 12 is incorporated by reference to the information under
the caption ""Security Ownership of Certain BeneÑcial Owners and Management'' in the Proxy Statement.
Item 13. Certain Relationships and Related Transactions.
Policies of the Board of Directors of the Corporation and the Board of Trustees of the Trust
The policy of the Board of Directors of the Corporation and the Board of Trustees of the Trust provides
that any contract or transaction between the Corporation or the Trust, as the case may be, and any other entity
in which one or more of its Directors, Trustees or executive oÇcers are directors or oÇcers, or have a Ñnancial
interest, must be approved or ratiÑed by the Governance and Nominating Committee (which is currently
comprised of Stephen R. Quazzo, Ambassador Barshefsky and Bruce W. Duncan, the ""Governance
Committee'') and/or by a majority of the disinterested Directors or Trustees in either case after the material
facts as to the relationship or interest and as to the contract or transaction are disclosed or are known to them.
Starwood Capital
General. Barry S. Sternlicht, Executive Chairman and a Director of the Corporation, and Executive
Chairman and a Trustee of the Trust, may be deemed to control and has been and remains the President and
Chief Executive OÇcer of Starwood Capital since its formation in 1991.
Trademark License. An aÇliate of Starwood Capital has granted to us, subject to Starwood Capital's
unrestricted right to use such name, an exclusive, non-transferable, royalty-free license to use the ""Starwood''
name and trademarks in connection with the acquisition, ownership, leasing, management, merchandising,
operation and disposition of hotels worldwide, and to use the ""Starwood'' name in our corporate name
worldwide, in perpetuity.
Starwood Capital Noncompete. In connection with our restructuring of the Company in 1995, Starwood
Capital voluntarily agreed that, with certain exceptions, Starwood Capital would not compete directly or
indirectly with us within the United States and would present to us all opportunities presented to Starwood
Capital to acquire fee interests in hotels in the United States and debt interests in hotels in the United States
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