Starwood 2009 Annual Report Download - page 71

7.5 No Trust Fund Created. This Plan shall not create or be construed to create a trust or separate fund of any
kind or fiduciary relationship between the Company or any affiliate and a Participant or any other person. To the
extent that any person acquires a right to receive payments from the Company or any affiliate pursuant to this Plan,
such right shall be no greater than the right of any unsecured general creditor of the Company or of any affiliate.
7.6 Governing Law. The place of administration of the Plan shall be in the State of New York. The corporate
law of the State of Maryland shall govern issues relating to the validity and issuance of Shares. Otherwise, the Plan
shall be construed and administered in accordance with the laws of the State of New York, without giving effect to
principles relating to conflict of laws.
7.7 Severability. If any provision of the Plan is or becomes or is deemed to be invalid, illegal or unen-
forceable in any jurisdiction such provision shall be construed or deemed amended to conform to applicable laws, or
if it cannot be so construed or deemed amended without, in the determination of the Committee, materially altering
the purpose or intent of the Plan, such provision shall be stricken as to such jurisdiction, and the remainder of the
Plan shall remain in full force and effect.
7.8 Qualified Performance-Based Compensation. All of the terms and conditions of the Plan shall be
interpreted in such a fashion as to qualify all compensation paid hereunder to the maximum extent possible as
qualified performance-based compensation within the meaning of Code section 162(m).
7.9 Compliance with Code section 409A. At all times, this Plan shall be interpreted and operated (a) in
accordance with the requirements of Code section 409A, unless an exemption from Code section 409A is available
and applicable, (b) to maintain the exemptions from Code section 409A of bonus payments under subsection 4.1
that are designed to meet the short-term deferral exception under Code section 409A and (c) to preserve the status of
deferrals of compensation that were earned and vested prior to January 1, 2005 as exempt from Code section 409A,
i.e., to preserve the grandfathered status of such deferrals. In the event that any payment hereunder or provision of
the Plan shall be deemed not to comply with Code section 409A, then neither the Company, the Board of Directors,
the Committee nor its or their designees or agents, nor any of their affiliates, assigns or successors (each a “protected
party”) shall be liable to any Participant or other person for actions, inactions, decisions, indecisions or any other
role in relation to the Plan by a protected party if made or undertaken in good faith or in reliance on the advice of
counsel (who may be counsel for the Company), or made or undertaken by someone other than a protected party.
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