Exhibit 10.18.1
AMENDMENT NO. 1
TO
CHANGE IN CONTROL
AGREEMENT
THIS AMENDMENT NO. 1 (this
“ Amendment ”) to the Change in Control
Agreement (the “ Agreement ”) by and between
Sunstone Hotel Investors, Inc., a Maryland corporation (the “
Company ”) and Kenneth E. Cruse (the “
Executive ”) is to be effective as of
December 31, 2008.
WHEREAS, in order to avoid certain
adverse federal income tax consequences to the Executive under the
Agreement as a result of Section 409A of the Internal Revenue
Code of 1986, as amended, relating to deferred compensation, the
Company and the Executive desire to implement certain amendments to
the Agreement.
NOW, THEREFORE, the Agreement is
hereby amended as follows:
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1.
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Section 2(e)(ii)
shall be deleted and replaced in its entirety with the
following:
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“The Company’s material
reduction of the Executive’s annual base salary or bonus
opportunity as in effect immediately prior to a Change in
Control;”
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2.
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Section 2(e)(iv)
shall be deleted and replaced in its entirety with the
following:
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“The Company’s failure
to cure a material breach of its obligations under this Agreement
in accordance with the requirements of this
section.”
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3.
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The
following sentence shall be added to the end of
Section 2(e):
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“The Executive must provide
written notification of his intention to resign within ninety
(90) days after the Executive knows of the occurrence of any
event constituting Good Reason and the Company shall have thirty
(30) days from the date of receipt of such no
