Starwood 2009 Annual Report Download - page 66

2. Administration.
2.1 Committee. The Plan shall be administered by the Committee.
2.2 Determinations Made Prior to Each Performance Period. At any time ending on or before the lesser of
(i) the 90th day of the applicable Performance Period or (ii) the date on which 25% of the Performance Period has
elapsed, the Committee shall:
(a) Designate Participants for that Performance Period.
(b) Establish the Performance Measures for the Performance Period.
(c) Determine the formula for determining each Participant’s bonus payment for the Performance Period.
2.3 Certification. Following the close of each Performance Period and prior to payment of any bonus under
the Plan, the Committee must certify in writing that the applicable Performance Measure targets and all other
factors upon which a bonus is based have been attained.
2.4 Stockholder Approval. The material terms of the Plan shall be disclosed to and approved by stockholders
of the Company in accordance with Code section 162(m). No bonus shall be paid under this Plan unless such
stockholder approval has been obtained.
3. Determination of Bonus.
3.1 Formula. Each Participant shall be eligible to receive a bonus payment for a Performance Period in an
amount established by or determined under a bonus formula established by the Committee for the Performance
Period based on the attainment of the Performance Measure targets for the Performance Period.
3.2 Limitations.
(a) No payment if Performance Measure threshold not achieved. In no event shall any Participant
receive a bonus payment hereunder if the minimum threshold Performance Measure requirement applicable to
the bonus payment is not achieved during the Performance Period.
(b) No payment in excess of pre-established amount. No Participant shall receive a bonus payment
under this Plan for any Performance Period in excess of $9 million.
(c) Committee may reduce bonus payment. The Committee retains sole discretion to reduce the amount
of, or eliminate, any bonus otherwise payable to a Participant under this Plan. The Committee may exercise
such discretion by, among other actions, establishing conditions for the payment of bonuses in addition to the
Performance Measure targets, including the achievement of financial, strategic or individual goals, which may
be objective or subjective, as it deems appropriate.
4. Bonus Payments.
4.1 Time and Form of Payments. Not less than 75% of the bonus payment payable to a Participant under the
Plan for a Performance Period shall be paid to the Participant in one or more cash payments as soon as determined
by the Committee after it has certified that the Performance Measure targets and all other factors upon which the
bonus payment for the Participant is based have been attained; provided, however, that in all cases such payments
shall be paid during the two and one-half month period immediately following the end of such Performance Period.
4.2 Nontransferability. Participants and beneficiaries shall not have the right to assign, encumber or
otherwise anticipate the payments to be made under this Plan, and the benefits provided hereunder shall not be
subject to seizure for payment of any debts or judgments against any Participant or any other beneficiary.
4.3 Tax Withholding. In order to comply with all applicable federal or state income tax laws or regulations,
the Company may take such action as it deems appropriate to ensure that all applicable federal or state payroll,
withholding, income or other taxes, which are the sole and absolute responsibility of a Participant, are withheld or
collected from such Participant.
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