Exhibit 10.6.1
AMENDMENT TO THE SUNSTONE HOTEL
INVESTORS, INC.
2004 LONG-TERM INCENTIVE
PLAN
THIS AMENDMENT (this “
Amendment ”) to the Sunstone Hotel Investors, Inc.
2004 Long-Term Incentive Plan as amended and restated effective
May 1, 2007 (the “ Plan ”) is made by
Sunstone Hotel Investors, Inc. (the “ Company ”)
to be effective as of December 31, 2008.
WHEREAS, the Company maintains the
Plan for the benefit of certain participants;
WHEREAS, the Company desires to
amend certain provisions of the Plan in order to comply with or be
exempt from Section 409A of the Internal Revenue Code of 1986,
as amended; and
WHEREAS, the Board of Directors of
the Company (the “ Board ”) has reserved the
right to amend the Plan.
NOW, THEREFORE, the Plan is hereby
amended as follows:
|
1.
|
The
first sentence of Section 1.6(b) shall be amended to add the
following proviso to the end thereof to read as follows:
|
“and, provided, further, that
no such adjustment shall be required if the Committee determines
that such action would cause an Award to fail to satisfy the
conditions of an applicable exception from the requirements of
Section 409A of the Code (“ Section 409A ”)
or otherwise would subject a Grantee to an additional tax imposed
under Section 409A in respect of an outstandin
