Exhibit 10.1
A MENDMENT N O . 2 TO
E MPLOYMENT A GREEMENT
A MENDMENT N O . 2 TO E MPLOYMENT A GREEMENT , executed as of June 19, 2008, and
effective as of July 21, 2008, by and among Sunstone Hotel
Investors, Inc., a Maryland corporation (“ Sunstone
”), Sunstone Hotel Partnership, LLC, a Delaware limited
liability company (the “ Operating Partnership
”) and Robert A. Alter (the “ Executive
”).
W HEREAS , Sunstone, the Operating Partnership and the
Executive are parties to an Employment Agreement (the “
Original Employment Agreement ”), effective as of the
Effective Date (as defined in the Original Employment Agreement),
as amended by that certain Amendment to Employment Arrangements,
effective March 19, 2007 (together with the Original
Employment Agreement, the “ Employment
Agreement”) ;
W HEREAS , as a result of the departure of
Sunstone’s Chief Executive Officer, the Executive was
appointed interim Chief Executive Officer in March 2008;
and
W HEREAS , Sunstone, the Operating Partnership and the
Executive desire to amend the Employment Agreement for the
Executive’s continued service as Executive Chairman and
interim Chief Executive Officer of Sunstone and the Operating
Partnership;
N OW ,
T HEREFORE
, for good and valuable
consideration, the receipt and sufficiency of which are
acknowledged, the parties agree as follows:
1. Position and Duties
.
(a) The first sentence of
Section 2(a)(i) of the Employment Agreement is amended to
read:
“During the Employment
Agreement, the Executive shall serve as Executive Chairman of
Sunstone and the Operating Partnership and shall perform such
employment duties as are usual and customary for such positions and
such other duties as the Board of Directors of Sunstone (the
“ Board ”) shall from time to time reasonably
assign to the Executive. The Executive will also serve as interim
Chief Executive Officer, until such time as the Board appoints a
permanent Chief Executive Officer.”
(b) The following is added to the
end of Section 2(a)(i) of the Employment Agreement:
“The Executive acknowledges
that the Company is currently searching for a permanent Chief
Executive Officer. Upon the appointment of a new Chief Executive
Officer, this Agreement will be modified so that the Executive
shall serve solely as the Executive Chairman of Sunstone and the
Operating Partnership and shall perform such duties as are usual
and customary for such positions. The Executive may not terminate
this Agreement for Good Reason (defined below) as a result of the
appointment of a permanent Chief Executive
Officer.”
(c) The first sentence of
Section 2(a)(ii) of the Employment Agreement is amended to
read:
“During the Employment Period,
and excluding any periods of vacation and sic
