Starwood 2015 Annual Report Download - page 27

Table of Contents
Amendment to Mr. Mangas’ Severance Agreement. Effective as of May 27, 2015, we entered into an amendment to Mr. Mangas’ severance agreement, which
severance agreement is described in more detail in the section entitled Potential Payments Upon Termination or Change in Control below in this report. Prior to
the amendment, the severance agreement provided for severance compensation upon a qualifying termination of employment that included, among other things, a
lump sum equal to two times Mr. Mangas’ base salary and the average of the annual bonuses earned by Mr. Mangas in the three fiscal years ending prior to the
fiscal year of termination. The amendment clarified that, for purposes of determining such three-year average of annual bonus payments, the 2014 bonus would be
considered to have been earned at the target level (without pro-ration), and any years during which Mr. Mangas was not employed by the Company would be
disregarded.
Separation Agreement with Mr. Aron. On December 15, 2015, we announced that Mr. Aron would resign his position as Interim Chief Executive Officer and as a
member of the Board effective December 30, 2015. On December 15, 2015, Mr. Aron entered into a Separation Agreement and General Release with us pursuant
to which his employment continued until December 30, 2015 and under which he was entitled to receive certain payments and benefits. Our separation arrangement
with Mr. Aron is described in more detail below in the section entitled Potential Payments Upon Termination or Change in Control below in this report.
Employment Arrangements with Mr. Mangas and Ms. Poulter. During 2014, we entered into employment arrangement letters with Mr. Mangas and Ms. Poulter
in connection with their commencement of employment with us. These letters generally reflect their initial offers of employment and do not have a fixed term or
expiration date, as both Mr. Mangas and Ms. Poulter are employees “at will.” In terms of material provisions, these letters established certain initial and basic terms
of the officers’ current compensation arrangement with us, including minimum base salaries (reflected in the discussion and analysis above), participation in our
annual incentive program and long-term equity program at minimum participation levels with respect to the annual incentive program (annual incentive target of
100% of base salary in 2015 and after), special one-time bonus, retention and equity arrangements, and entitlement to the perquisites and personal benefits
described above, plus our customary retirement and health and welfare benefits. Mr. Mangas’ letter also provided for customary relocation assistance. Severance
and related arrangements provided for Mr. Mangas and Ms. Poulter under the terms of separate severance agreements entered into between them and us are
described in more detail in the section entitled Potential Payments Upon Termination or Change in Control below in this report. Mr. Mangas and Ms. Poulter
have also executed our customary non-competition, non-solicitation and confidentiality agreement, which generally provides for customary unlimited
confidentiality and one year of post-employment non-competition and non-solicitation protections for us. This employment arrangement letter with Mr. Mangas
was superseded with the arrangement noted above on December 31, 2015.
Employment Arrangements with Messrs. Mangas and Schnaid. During 2015, we entered into employment arrangement letters with Mr. Mangas and Mr. Schnaid
in connection with their promotions to Chief Executive Officer and Chief Financial Officer, respectively. These letters do not have a fixed term or expiration date,
as both Mr. Mangas and Mr. Schnaid remain employees “at will.” In terms of material provisions, these letters established certain initial and basic terms of the
officers’ current compensation arrangement with us, including minimum base salaries ($1 million per year for Mr. Mangas and $500,000 per year for Mr. Schnaid),
participation in our annual incentive program and long-term equity program (with annual incentive targets of 150% and 75% of base salary for Mr. Mangas and
Mr. Schnaid, respectively), special one-time 2016 equity arrangements ($3.5 million for Mr. Mangas and $1.125 million for Mr. Schnaid), plus our customary
health and welfare benefits. Severance and related arrangements provided for these officers under the terms of separate severance agreements entered into between
them and us are described in more detail in the section entitled Potential Payments Upon Termination or Change in Control below in this report.
Employment Arrangements with Messrs. Rivera and Turner. In prior years, we entered into employment arrangement letters with Messrs. Rivera and Turner that
were similar in nature to those described above for Mr. Mangas (for the majority of 2015) and Ms. Poulter. Again, these letters generally reflected initial offers of
employment and do not have a fixed term or expiration date. To a large degree, the material provisions of these
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