Amendment No. 1 to Retirement Benefit Agreement between Sunstone Hotel Investors, Inc. and Robert A. Alter

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Summary

This amendment to the Retirement Benefit Agreement between Sunstone Hotel Investors, Inc. and Robert A. Alter allows Mr. Alter to change the payment schedule for his deferred compensation account in response to new IRS regulations. The agreement sets out a revised annual payment plan from 2011 to 2029, specifying the portion of the account to be paid each year. Payments cannot be accelerated into 2006 or delayed from 2006, and the amendment is effective as of December 27, 2006.

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EX-10.2 3 dex102.htm AMENDMENT NO. 1 TO RETIREMENT BENEFIT AGREEMENT Amendment No. 1 to Retirement Benefit Agreement

Exhibit 10.2

Amendment No. 1 to Retirement Benefit Agreement

EXHIBIT D

DELAY OF PAYMENT ELECTION FORM

In recognition of the adoption of Section 409A of the Internal Revenue Code and the limits that new Section 409A places on the Retirement Benefit Agreement between Sunstone Hotel Investors, Inc. (the “Corporation”) and Robert A. Alter (the “Executive”), dated November 15, 1997 (the “Agreement”); the Corporation desires to take advantage of the transition relief provided by the proposed regulations under Section 409A and provide the Executive with the opportunity to alter the payment schedule of the Agreement.

Accordingly, the Corporation hereby provides the following election, which will be deemed to amend the Agreement, provided that any election provided for may not change payments that would have been made in 2006 or cause payments to be made in 2006:

Executive hereby elects to receive payment of the balance in my Deferred Compensation Account pursuant to the following schedule (subject to the limits set forth in the preceding paragraph:

 

  Year      Amount Payable; Time for Payment
2011    One-twentieth (1/20th) of the outstanding balance of the Deferred Compensation Account, calculated as of December 31, 2010, which amount shall be payable to the Executive on or after January 1, 2011, but no later than February 28, 2011;
2012    One-nineteenth (1/19th) of the outstanding balance of the Deferred Compensation Account, calculated as of December 31, 2011, which amount shall be payable to the Executive on or after January 1, 2012, but no later than February 28, 2012;
2013    One-eighteenth (1/18th) of the outstanding balance of the Deferred Compensation Account, calculated as of December 31, 2012, which amount shall be payable to the Executive on or after January 1, 2013, but no later than February 28, 2013;
2014    One-seventeenth (1/17th) of the outstanding balance of the Deferred Compensation Account, calculated as of December 31, 2013, which amount shall be payable to the Executive on or after January 1, 2014, but no later than February 28, 2014;
2015    One-sixteenth (1/16th) of the outstanding balance of the Deferred Compensation Account, calculated as of December 31, 2014, which amount shall be payable to the Executive on or after January 1, 2015, but no later than February 28, 2015;

  Year      Amount Payable; Time for Payment
2016    One-fifteenth (1/15th) of the outstanding balance of the Deferred Compensation Account, calculated as of December 31, 2015, which amount shall be payable to the Executive on or after January 1, 2016, but no later than February 28, 2016;
2017    One-fourteenth (1/14th) of the outstanding balance of the Deferred Compensation Account, calculated as of December 31, 2016, which amount shall be payable to the Executive on or after January 1, 2017, but no later than February 28, 2017;
2018    One-thirteenth (1/13th) of the outstanding balance of the Deferred Compensation Account, calculated as of December 31, 2017, which amount shall be payable to the Executive on or after January 1, 2018, but no later than February 28, 2018;
2019    One-twelfth (1/12th) of the outstanding balance of the Deferred Compensation Account, calculated as of December 31, 2018, which amount shall be payable to the Executive on or after January 1, 2019, but no later than February 28, 2019;
2020    One-eleventh (1/11th) of the outstanding balance of the Deferred Compensation Account, calculated as of December 31, 2019, which amount shall be payable to the Executive on or after January 1, 2020, but no later than February 28, 2020;
2021    One-tenth (1/10th) of the outstanding balance of the Deferred Compensation Account, calculated as of December 31, 2020, which amount shall be payable to the Executive on or after January 1, 2021, but no later than February 28, 2021;
2022    One-ninth (1/9th) of the outstanding balance of the Deferred Compensation Account, calculated as of December 31, 2021, which amount shall be payable to the Executive on or after January 1, 2022, but no later than February 28, 2022;
2023    One-eighth (1/8th) of the outstanding balance of the Deferred Compensation Account, calculated as of December 31, 2022, which amount shall be payable to the Executive on or after January 1, 2023, but no later than February 28, 2023;

 

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  Year      Amount Payable; Time for Payment
2024    One-seventh (1/7th) of the outstanding balance of the Deferred Compensation Account, calculated as of December 31, 2023, which amount shall be payable to the Executive on or after January 1, 2024, but no later than February 28, 2024;
2025    One-sixth (1/6th) of the outstanding balance of the Deferred Compensation Account, calculated as of December 31, 2024, which amount shall be payable to the Executive on or after January 1, 2025, but no later than February 28, 2025;
2026    One-fifth (1/5th) of the outstanding balance of the Deferred Compensation Account, calculated as of December 31, 2025, which amount shall be payable to the Executive on or after January 1, 2026, but no later than February 28, 2026;
2027    One-fourth (1/4th) of the outstanding balance of the Deferred Compensation Account, calculated as of December 31, 2026, which amount shall be payable to the Executive on or after January 1, 2027, but no later than February 28, 2027;
2028    One-third (1/3rd) of the outstanding balance of the Deferred Compensation Account, calculated as of December 31, 2027, which amount shall be payable to the Executive on or after January 1, 2028, but no later than February 28, 2028;
2029    One-half (1/2) of the outstanding balance of the Deferred Compensation Account, calculated as of December 31, 2028, which amount shall be payable to the Executive on or after January 1, 2029, but no later than February 28, 2029;

 

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This election form is executed as of December 27, 2006.

 

/s/ Robert A. Alter
Robert A. Alter

Accepted and agreed

Sunstone Hotel Investors, Inc.

 

/s/ Kenneth Cruse
Name:   Kenneth Cruse
Title:   Chief Financial Officer

 

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