Exhibit 10.13.7
AMENDMENT TO
RETIREMENT BENEFIT
AGREEMENT
THIS AMENDMENT (this “
Amendment ”) to the Retirement Benefit Agreement (the
“ Agreement ”) by and among Sunstone Hotel
Investors, Inc., a Maryland corporation (“ Sunstone
”) and Robert A. Alter (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,
Sunstone 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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The
following sentences shall be added to the end of
Section 1:
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“Effective January 1,
2005, a Deferral Election Form shall remain in effect for amounts
deferred during succeeding calendar years until revoked or amended
by the Employee no later than December 31 of the calendar year
preceding the calendar year to which such revocation or amendment
applies. The Employee’s Deferral Election Form shall be
irrevocable following December 31 of the calendar year
immediately preceding the calendar year to which the election
relates, and such election may not be modified or revoked
thereafter unless otherwise permitted by the Corporation on terms
consistent with Section 409A of the Internal Revenue Code of
1986, as amended, and the regulations and other administrative
guidance issued thereunder (“Section
409A”).”
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2.
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The
following sentence shall be added to the end of
Section 4(a):
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“Notwithstanding the
foregoing, for amounts that are not earned and vested as of
January 1, 2005 (within the meaning of Treas. Reg.
§1.409A-6(a)) (“Post 2004 Deferrals”),
distribution on account of the Employee’s disability will be
made only to the extent that such disability satisfies the
requirements in Treas.
Reg. §1.409A-3(i)(4)(i).”
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3.
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The
following sentence shall be added to the end of
Section 4(b):
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“Notwithstanding the
foregoing, for Post 2004 Deferrals, distribution on account of such
unforseeable emergency shall be made only to the exten