Employment Agreement with Gary Stougaard



 Exhibit 10.17 
  
 EMPLOYMENT AGREEMENT 
  

THIS EMPLOYMENT AGREEMENT (this “Agreement”), effective as of the Effective Date (as defined below), is entered into by and among
Sunstone Hotel Investors, Inc., a Maryland corporation (“Sunstone”), Sunstone Hotel Partnership, LLC, a Delaware limited liability company (the “Operating Partnership”), and Gary A. Stougaard (the
“Executive”). 
  
 WHEREAS, Sunstone and the
Operating Partnership (collectively, the “Company”) desire to employ the Executive and to enter into an agreement embodying the terms of such employment; and 
  
 WHEREAS, the Executive desires to accept employment with the Company, subject to the terms and conditions of this Agreement.

  
 NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS: 
  
 1. Employment Period. Subject to the provisions for earlier
termination hereinafter provided, the Executive’s employment hereunder shall be for a term (the “Employment Period”) commencing on the Effective Date and ending on the fifth anniversary of the Effective Date (the
“Initial Termination Date”); provided, however, that this Agreement shall be automatically extended for one additional year on the Initial Termination Date and on each subsequent anniversary of the Initial Termination
Date, unless either the Executive or the Company elects not to so extend the term of the Agreement by notifying the other party, in writing, of such election not less than ninety (90) days prior to the last day of the term as then in effect. For the
avoidance of doubt, non-renewal of the Agreement pursuant to the proviso contained in the preceding sentence shall not be deemed to give rise to any payment to the Executive as might be the case in connection with a termination of this Agreement.
For purposes of this Agreement, “Effective Date” shall mean the date of the closing of the initial public offering of shares of Sunstone’s common stock. 
  
 2. Terms of Employment. 
  
 (a) Position and Duties. 
  
 (i) During the Employment Period, the Executive shall serve as Executive Vice President and Chief Investment Officer 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 shall report to the Chief Executive Officer of the Company. At the Board’s request, the Executive shall serve the Company and/or its subsidiaries and affiliates in other offices and capacities in addition to the
foregoing, provided that his duties and responsibilities shall be commensurate with his position. In the event that the Executive, during the Employment Period, serves in any one or more of such additional capacities, the Executive’s
compensation shall not be increased beyond that specified in Section 2(b) of this Agreement. In addition, in the event the Executive’s service in one or more of such additional capacities is subsequently terminated, the Executive’s
compensation, as specified in Section 2(b) of this Agreement, shall not be diminished or reduced 

  









 
in any manner as a result of such termination for so long as the Executive otherwise remains employed under the terms of this Agreement. 

 
 (ii) During the Employment Period, and excluding any
periods of vacation and sick leave to which the Executive is entitled, the Executive agrees to devote substantially all of his business time, energy, skill and best efforts to the performance of his duties hereunder in a manner that will faithfully
and diligently further the business and interests of the Company. Notwithstanding the foregoing, during the Employment Period it shall not be a violation of this Agreement for the Executive to (A) serve on corporate, civic or charitable boards or
committees consistent with the Company’s conflicts of interests policies and corporate governance guidelines in effect from time to time, (B) deliver lectures or fulfill speaking engagements or (C) manage his personal investments, so long as
such activities do not interfere with the performance of the Executive’s responsibilities as an executive officer of the Company. It is expressly understood and agreed that to the extent that any such activities have been conducted by the
Executive prior to the Effective Date and fully disclosed in writing and agreed to by the Company in writing, the continued conduct of such activities subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance
of the Executive’s responsibilities to the Company; provided, however, that no such activity shall be permitted that violates any written non-competition agreement between the parties or prevents the Executive from devoting substantially all of
his business time to the fulfillment of his duties hereunder. 
  
 (iii) The Executive agrees that he will not take personal advantage of any business opportunity that arises during his employment by the Company and which may be of benefit to the Company unless all material facts
regarding such opportunity are promptly reported by the Executive to the Board for consideration by the Company and the disinterested members of the Board determine to reject the opportunity and to authorize the Executive’s participation
therein. 
  
 (b) Compensation. 

 
 (i) Base Salary. During the Employment Period, the
Executive shall receive a base salary (the “Base Salary”) of $350,000 per annum, as the same may be increased thereafter. The Base Salary shall be paid at such intervals as the Company pays executive salaries generally. During the
Employment Period, the Base Salary shall be reviewed at least annually for possible increase (but not decrease) in the Company’s sole discretion, as determined by the Company’s compensation committee; provided, however, that the Executive
shall be entitled to any annual cost-of-living increases in Base Salary that are granted to senior executives of the Company generally. Any increase in Base Salary shall not serve to limit or reduce any other obligation to the Executive under this
Agreement. The term “Base Salary” as utilized in this Agreement shall refer to Base Salary as so adjusted. 
  
 (ii) Annual Bonus. In addition to the Base Salary, the Executive shall be eligible to earn, for each fiscal year of the Company
ending during the Employment Period, an annual cash performance bonus (an “Annual Bonus”) under the Company’s bonus plan or plans applicable to senior executives. The amount of the Annual Bonus and the performance goals
applicable to the Annual Bonus for any applicable Employment Period shall be determined in accordance with the terms and conditions of said bonus plan as in effect from time to time 

  

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with the following targets: (1) minimum target equal to 40% of Base Salary ; (2) mid-point target equal to 75% of Base Salary (“Target Annual
Bonus”); and (3) maximum target equal to 125% of Base Salary ; provided, however, that no minimum bonus is guaranteed. Notwithstanding the foregoing, for the period beginning on the Effective Date and ending on December 31, 2004, the
Executive will receive a bonus of $263,500 (“2004 Bonus”), which 2004 Bonus shall be paid no later than March 15, 2005. The terms and conditions of any such bonus plan shall be determined by Sunstone’s compensation committee in
its sole discretion. Any Annual Bonus earned in the first year of the Employment Period shall be pro-rated for the number of days of the year that the Executive is employed by the Company. Executive shall also receive a bonus of $100,000 within
thirty (30) days after the closing Effective Date. 
  
 (iii) Restricted Stock Units Award. Subject to adoption by the Board and approval by Sunstone’s stockholders of Sunstone’s 2004 Stock Option And Incentive Plan (the “Incentive Plan”), Sunstone shall, as of the
Effective Date, grant the Executive ninety-two thousand one hundred five (92,105) restricted stock units (the “Restricted Stock Units”) Said number of Restricted Stock Units shall not change notwithstanding that the actual
initial public offering price of a share of Sunstone’s common stock may be higher or lower than $19.00 per share. Subject to the Executive’s continued employment with the Company, (i) 25.0% of the number of shares of Restricted
Stock Units granted to the Executive shall vest on the Effective Date, (ii) 15.0% of the number of Restricted Stock Units granted to the Executive shall vest on the second anniversary of the Effective Date, and (iii) 20.0% of the number of
Restricted Stock Units granted to the Executive shall vest on each of the third, fourth and fifth anniversaries of the Effective Date. Consistent with the foregoing, the terms and conditions of the Restricted Stock Units shall be set forth in a
restricted stock unit agreement (the “Restricted Stock Unit Agreement”) to be entered into by Sunstone and the Executive in the form adopted by the Board or the compensation committee of the Company, as applicable, in conjunction
with the adoption of the Incentive Plan. 
  
 (iv)
Incentive, Savings and Retirement Plans. During the Employment Period, the Executive shall be eligible to participate in all other incentive plans, practices, policies and programs, and all savings and retirement plans, policies and programs,
in each case that are applicable generally to senior executives of the Company. 
  
 (v) Welfare Benefit Plans. During the Employment Period, the Executive and the Executive’s eligible family members shall be
eligible for participation in the welfare benefit plans, practices, policies and programs (including, if applicable, medical, dental, vision, disability, employee life, group life and accidental death insurance plans and programs) maintained by the
Company for its senior executives. 
  
 (vi)
Business Expenses. During the Employment Period, the Executive shall be entitled to receive prompt reimbursement for all reasonable business expenses incurred by the Executive in accordance with the policies, practices and procedures of the
Company provided to senior executives of the Company. 
  
 (vii) Fringe Benefits. During the Employment Period, the Executive shall be entitled to such fringe benefits and perquisites as are provided by the Company to its 

  

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senior executives from time to time, in accordance with the policies, practices and procedures of the Company. 
  
 (viii) Vacation. During the Employment Period, the
Executive shall be entitled to paid vacation of four weeks in each calendar year in accordance with the plans, policies, programs and practices of the Company applicable to its senior executives. 
  
 (ix) Indemnification Agreement. On the Effective
Date, Sunstone and the Executive shall enter into an indemnification agreement in the form adopted by the Board for the officers of Sunstone and which contains customary terms and conditions for a public company. 
  
 (c) Additional Agreements. As a condition to the
Company entering into this Agreement, the Executive shall concurrently herewith enter into a (i) Non-Disclosure Agreement with the Company (the “Non-Disclosure Agreement”), a form of which is set forth as Exhibit B hereto,
and (ii) a Noncompetition Agreement with the Company (the “Noncompetition Agreement”), a form of which is set forth as Exhibit C hereto. 
  

3. Termination of Employment: 
  
 (a) Death or Disability. The Executive’s employment shall terminate automatically upon the Executive’s death or
Disability during the Employment Period. For purposes of this Agreement, “Disability” means Executive’s inability by reason of physical or mental illness to fulfill his obligations hereunder for 90 consecutive days or on a
total of 150 days in any 12-month period which, in the reasonable opinion of an independent physician selected by the Company or its insurers and reasonably acceptable to the Executive or the Executive’s legal representative, renders Executive
unable to perform the essential functions of his job, even after reasonable accommodations are made by the Company. The Company is not, however, required to make unreasonable accommodations for Executive or accommodations that would create an undue
hardship on the Company.  
  
 (b)
Cause. The Company may terminate the Executive’s employment during the Employment Period for Cause or without Cause. For purposes of this Agreement, “Cause” shall mean the occurrence of any one or more of the following
events: 
  
 (i) The Executive’s willful
failure to perform or gross negligence in performing his duties owed to the Company, after ten (10) days following a written notice being delivered to the Executive by the Board, which notice specifies such failure or negligence; 
  
 (ii) The Executive’s commission of an act of fraud or
dishonesty in the performance of his duties; 
  
 (iii) The Executive’s conviction of, or entry by the Executive of a guilty or no contest plea to, any felony or any felony or misdemeanor involving moral turpitude; 
  
 (iv) Any breach by the Executive of his fiduciary duty or duty of loyalty to the Company; or 
  

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 (v) The Executive’s material breach of any of the provisions of this Agreement,
which is not cured within ten (10) days following written notice thereof from the Company, or any breach of the Non-Competition Agreement or the Non-Disclosure Agreement. 
  
 The termination of employment of the Executive shall not be deemed to be for Cause unless and until there shall have been delivered to the
Executive a copy of a resolution duly adopted by the affirmative vote of a majority the Board at a meeting of the Board called and held for such purpose (after reasonable notice is provided to the Executive and the Executive is given an opportunity
to be heard before the Board), finding that, in the good faith opinion of the Board, sufficient Cause exists to terminate the Executive pursuant to this Section 3(b); provided, that if the Executive is a member of the Board, the
Executive shall not participate in the deliberations regarding such resolution, vote on such resolution, nor shall the Executive be counted in determining a majority of the Board.  
  
 (c) Good Reason. The Executive’s employment may
be terminated by the Executive for Good Reason or by the Executive without Good Reason. For purposes of this Agreement, “Good Reason” shall mean the occurrence of any one or more of the following events without the Executive’s
prior written consent, unless the Company cures the circumstances constituting Good Reason (provided such circumstances are capable of cure) prior to the Date of Termination (as defined below): 
  
 (i) A material reduction in the Executive’s titles,
duties, authority and responsibilities, or the assignment to the Executive of any duties materially inconsistent with the Executive’s position, authority, duties or responsibilities without the written consent of the Executive; 

  
 (ii) The Company’s reduction of the
Executive’s annual Base Salary or bonus opportunity as in effect or as may be increased from time to time; 
  
 (iii) The relocation of the Company’s headquarters to a location more than thirty five (35) miles from the Company’s current
headquarters in San Clemente, California; or 
  
 (iv) the Company’s failure to cure a material breach of its obligations under this Agreement within fifteen (15) days after written notice is delivered to the Board by the Executive which specifically identifies the manner in which the
Executive believes that the Company has breached its obligations under this Agreement. 
  
 (d) Notice of Termination. Any termination by the Company for Cause, or by the Executive for Good Reason, shall be communicated by
Notice of Termination to the other parties hereto given in accordance with Section 12(c) of this Agreement. For purposes of this Agreement, a “Notice of Termination” means a written notice which (i) indicates the specific
termination provision in this Agreement relied upon, (ii) to the extent applicable, sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive’s employment under the provision so
indicated and (iii) if the Date of Termination (as defined below) is other than the date of receipt of such notice, specifies the termination date (which date shall be not more than thirty (30) days after the giving of such notice). The failure


  

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by the Executive or the Company to set forth in the Notice of Termination any fact or circumstance which contributes to a showing of Good Reason or Cause
shall not waive any right of the Executive or the Company, respectively, hereunder or preclude the Executive or the Company, respectively, from asserting such fact or circumstance in enforcing the Executive’s or the Company’s rights
hereunder. 
  
 (e) Date of Termination.
“Date of Termination” means (i) if the Executive’s employment is terminated by the Company for Cause, the date of receipt of the Notice of Termination or any later date specified therein (which date shall not be more than
thirty (30) days after the giving of such notice), as the case may be, (ii) if the Executive’s employment is terminated by the Company other than for Cause or Disability, the Date of Termination shall be the date on which the Company notifies
the Executive of such termination, (iii) if the Executive’s employment is terminated by the Executive with or without Good Reason, the Date of Termination shall be the thirtieth day after the date on which the Executive notifies the Company of
such termination, unless otherwise agreed by the Company and the Executive, and (iv) if the Executive’s employment is terminated by reason of death or Disability, the Date of Termination shall be the date of death or Disability of the
Executive, as the case may be. 
  
 4. Obligation of the Company
Upon Termination. 
  
 (a) Without Cause or
For Good Reason. If, during the Employment Period, the Company shall terminate the Executive’s employment without Cause or the Executive shall terminate his employment for Good Reason: 
  
 (i) The Executive shall be paid, in two lump sum payments
(A) the Executive’s earned but unpaid Base Salary and accrued but unpaid vacation pay through the Date of Termination, and any Annual Bonus required to be paid to the Executive pursuant to Section 2(b)(ii) above for any fiscal year of
the Company that ends on or before the Date of Termination to the extent not previously paid (the “Accrued Obligations”), and (B) an amount (the “Severance Amount”) equal to one (1) times (the “Severance
Multiple”) the sum of (x) the Base Salary in effect on the Date of Termination plus (y) the Bonus Severance Amount (as defined below) in effect on the Date of Termination. For purposes hereof, the Bonus Severance Amount shall equal: (A) if
the Date of Termination is on or prior to December 31, 2004, the 2004 Bonus, (B) if the Date of Termination is during the calendar year 2005, the Target Annual Bonus for such year and (C) if the Date of Termination is during the remainder of the
Employment Period, the lesser of the Target Annual Bonus for the year in which the Date of Termination takes place or the actual Annual Bonus that the Executive earned in the prior calendar year. The Accrued Obligations shall be paid when due under
California law and the Severance Amount shall be paid no later than 60 days after the Date of Termination. 
  
 (ii) For a period of eighteen (18) months following the Termination Date, the Company shall, at the Company’s sole expense, continue
to provide the Executive and the Executive’s eligible family members with group health insurance coverage at least equal to that which would have been provided to them if the Executive’s employment had not been terminated (or at the
Company’s election, pay the applicable COBRA premium for such coverage); provided, however, that if the Executive becomes re-employed with another employer 

  

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and is eligible to receive group health insurance coverage under another employer’s plans, the Company’s obligations under this Section
4(a)(iii) shall be reduced to the extent comparable coverage is actually available to the Executive and the Executive’s eligible family members, and any such coverage shall be reported by the Executive to the Company. 
  
 (iii) All outstanding stock options, restricted stock units
and other equity awards granted to the Executive under any of the Company’s equity incentive plans (or awards substituted therefore covering the securities of a successor company) shall be modified to reflect an additional twelve (12) months of
vesting. 
  
 (iv) To the extent not theretofore
paid or provided, the Company shall timely pay or provide to the Executive any vested benefits and other amounts or benefits required to be paid or provided or which the Executive is eligible to receive as of the Termination Date under any plan,
program, policy or practice or contract or agreement of the Company and its affiliates (such other amounts and benefits shall be hereinafter referred to as the “Other Benefits”). Notwithstanding the foregoing, it shall be a
condition to the Executive’s right to receive the amounts and benefits provided for in Sections 4(a)(i)(B), 4(a)(ii) and 4(a)(iii) above that the Executive execute, deliver to the Company and not revoke a release of claims in
substantially the form attached hereto as Exhibit A. 
  
 (b) For Cause or Without Good Reason. If the Executive’s employment shall be terminated by the Company for Cause or by the Executive without Good Reason during the Employment Period, the Company shall have
no further obligations to the Executive under this Agreement other than pursuant to Sections 7 and 8 hereof, and the obligation to pay to the Executive the Accrued Obligations, and to provide the Other Benefits. If the Executive’s
employment shall be terminated by the Company for Cause any Restricted Stock Units or other equity awards granted to the Executive shall immediately cease vesting and shall terminate and be of no further force or effect. 
  
 (c) Death or Disability. If the Executive’s
employment is terminated by reason of the Executive’s death or Disability during the Employment Period: 
  
 (i) The Accrued Obligations shall be paid to the Executive’s estate or beneficiaries or to the Executive, as applicable, in cash
within 30 days of the Date of Termination; 
  
 (ii) 100% of the Executive’s annual Base Salary, as in effect on the Date of Termination, shall be paid to the Executive’s estate or beneficiaries or to the Executive, as applicable, in cash within 30 days of the Date of
Termination; 
  
 (iii) All outstanding stock
options, restricted stock units and other equity awards granted to the Executive under any of the Company’s equity incentive plans (or awards substituted therefore covering the securities of a successor company) shall be modified to reflect an
additional twelve (12) months of vesting; and 
  
 (iv) For a period of eighteen (18) months following the Date of Termination, the Executive and the Executive’s eligible family members shall continue to be provided, at the Company’s sole expense, with group health insurance
coverage at least equal to 

  

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that which would have been provided to them if the Executive’s employment had not been terminated (or at the Company’s election, pay the applicable
COBRA premium for such coverage); provided, however, that if the Executive becomes re-employed with another employer and is eligible to receive group health insurance coverage under another employer’s plans, the Company’s
obligations under this Section 4(d)(iv) shall be reduced to the extent comparable coverage is actually available to the Executive and the Executive’s eligible family members, and any such coverage shall be reported by the Executive to
the Company; and 
  
 (v) The Other Benefits shall
be paid or provided to the Executive on a timely basis. 
  
 5.
Termination Upon a Change in Control. If a Change in Control (as defined herein) occurs during the Employment Period, and the Executive’s employment is terminated by the Company without Cause or by the Executive for Good Reason, in each
case within twelve (12) months after the effective date of the Change in Control, then the Executive shall be entitled to the payments and benefits provided in Section 4(a), subject to the terms and conditions thereof, provided, however, that
in calculating the Severance Amount the Severance Multiple shall equal two (2). In addition, in the event of such a termination of the Executive’s employment, all outstanding stock options, restricted stock units and other Equity Awards granted
to the Executive under any of the Company’s equity incentive plans (or awards substituted therefore covering the securities of a successor company) shall become immediately vested and exercisable in full. For purposes of this Agreement,
“Change in Control” shall mean the occurrence of any of the following events: 
  
 (i) Any transaction or event resulting in the beneficial ownership of voting securities, directly or indirectly, by any “person”
or “group” (as those terms are defined in Sections 3(a)(9), 13(d), and 14(d) of the Exchange Act and the rules thereunder) having “beneficial ownership” (as determined pursuant to Rule 13d-3 under the Exchange Act) of
securities entitled to vote generally in the election of directors (“voting securities”) of Sunstone that represent greater than 50% of the combined voting power of Sunstone’s then outstanding voting securities (unless Executive has
beneficial ownership of at least 50% of such voting securities), other than any transaction or event resulting in the beneficial ownership of securities: 
  
 (A) By a trustee or other fiduciary holding securities under any employee benefit plan (or related trust) sponsored or maintained by
Sunstone or any person controlled by Sunstone or by any employee benefit plan (or related trust) sponsored or maintained by Sunstone or any person controlled by Sunstone, or 
  
 (B) By Sunstone or a corporation owned, directly or indirectly, by the stockholders of Sunstone in
substantially the same proportions as their ownership of the stock of Sunstone, or 
  
 (C) Pursuant to a transaction described in clause (iii) below that would not be a Change in Control under clause (iii), 
  
 (ii) Individuals who, as of the Effective Date, constitute
the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board; 

  

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provided, however, that any individual becoming a director subsequent to the date hereof whose election by Sunstone’s stockholders, or nomination
for election by the Board, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any
such individual whose initial assumption of office occurs as a result of an election contest with respect to the election or removal of directors or other solicitation of proxies or consents by or on behalf of a person other than the Board;

  
 (iii) The consummation by Sunstone (whether
directly involving Sunstone or indirectly involving Sunstone through one or more intermediaries) of (x) a merger, consolidation, reorganization, or business combination or (y) a sale or other disposition of all or substantially all of
Sunstone’s assets or (z) the acquisition of assets or stock of another entity, in each case, other than a transaction 
  
 (A) which results in Sunstone’s voting securities outstanding immediately before the transaction continuing to represent (either by
remaining outstanding or by being converted into voting securities of Sunstone or the person that, as a result of the transaction, controls, directly or indirectly, Sunstone or owns, directly or indirectly, all or substantially all of
Sunstone’s assets or otherwise succeeds to the business of Sunstone (Sunstone or such person, the “Successor Entity”)) directly or indirectly, greater than 50% of the combined voting power of the Successor Entity’s
outstanding voting securities immediately after the transaction, and 
  
 (B) after which no person or group beneficially owns voting securities representing greater than 50% of the combined voting power of the Successor Entity; provided, however, that no person or group shall be
treated for purposes of this clause (B) as beneficially owning greater than 50% of the combined voting power of the Successor Entity solely as a result of the voting power held in Sunstone prior to the consummation of the transaction; or 

 
 (iv) The approval by Sunstone’s stockholders of a
liquidation or dissolution of Sunstone. 
  
 For purposes of clause
(i) above, the calculation of voting power shall be made as if the date of the acquisition were a record date for a vote of Sunstone’s stockholders, and for purposes of clause (iii)above, the calculation of voting power shall be made as if the
date of the consummation of the transaction were a record date for a vote of Sunstone’s stockholders. 
  
 6. [Intentionally omitted.]  
  
 7. Full Settlement. The Company’s obligation to make the payments provided for in this Agreement and otherwise to perform its obligations
hereunder shall not be affected by any set-off, counterclaim, recoupment, defense or other claim, right or action which the Company may have against the Executive or others. In no event shall the Executive be obligated to seek other employment or
take any other action by way of mitigation of the amounts payable to the Executive under any of the provisions of this Agreement and except as expressly provided, such amounts shall not be reduced whether or not the Executive obtains other
employment. If any 

  

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party to this Agreement institutes any action, suit, counterclaim, appeal, arbitration or mediation for any relief against another party, declaratory or
otherwise (collectively an “Action”), to enforce the terms hereof or to declare rights hereunder, then the Prevailing Party in such Action shall be entitled to recover from the other party all costs and expenses of the Action,
including reasonable attorneys’ fees and costs (at the Prevailing Party’s attorneys’ then-prevailing rates) incurred in bringing and prosecuting or defending such Action and/or enforcing any judgment, order, ruling or award
(collectively, a “Decision”) granted therein, all of which shall be deemed to have accrued on the commencement of such Action and shall be paid whether or not such Action is prosecuted to a Decision. Any Decision entered in such
Action shall contain a specific provision providing for the recovery of attorneys’ fees and costs incurred in enforcing such Decision. A court or arbitrator shall fix the amount of reasonable attorneys’ fees and costs upon the request of
either party. Any judgment or order entered in any final judgment shall contain a specific provision providing for the recovery of all costs and expenses of suit, including reasonable attorneys’ fees and expert fees and costs incurred in
enforcing, perfecting and executing such judgment. For the purposes of this paragraph, costs shall include, without limitation, in addition to costs incurred in prosecution or defense of the underlying action, reasonable attorneys’ fees, costs,
expenses and expert fees and costs incurred in the following: (a) postjudgement motions and collection actions; (b) contempt proceedings; (c) garnishment, levy, debtor and third party examinations; (d) discovery; (e) bankruptcy litigation; and (f)
appeals of any order or judgment. “Prevailing Party” within the meaning of this Section includes, without limitation, a party who agrees to dismiss an Action (excluding an Action instituted in contravention of the requirements of
Paragraph 12(b) below) in consideration for the other party’s payment of the amounts allegedly due or performance of the covenants allegedly breached, or obtains substantially the relief sought by such party. 
  
 8. Certain Additional Payments by the Company. 
  
 (a) Anything in this Agreement to the contrary
notwithstanding and except as set forth below, in the event it shall be determined that any Payment would be subject to the Excise Tax, then the Executive shall be entitled to receive an additional payment (the “Excise Tax Gross-Up
Payment”) in an amount such that, after payment by the Executive of all taxes (and any interest or penalties imposed with respect to such taxes), including, without limitation, any income taxes (and any interest and penalties imposed with
respect thereto) and Excise Tax imposed upon the Excise Tax Gross-Up Payment, the Executive retains an amount of the Excise Tax Gross-Up Payment equal to the Excise Tax imposed upon the Payments. Notwithstanding the foregoing provisions of this
Section 8(a), if it shall be determined that the Executive is entitled to the Excise Tax Gross-Up Payment, but that the Parachute Value of all Payments does not exceed 110% of the Safe Harbor Amount, then no Excise Tax Gross-Up Payment shall
be made to the Executive and the amounts payable under this Agreement shall be reduced so that the Parachute Value of all Payments, in the aggregate, equals the Safe Harbor Amount. The reduction of the amounts payable hereunder, if applicable, shall
be made by first reducing the payments under Section 4(a)(i), unless an alternative method of reduction is elected by the Executive, and in any event shall be made in such a manner as to maximize the Value of all Payments actually made to the
Executive. For purposes of reducing the Payments to the Safe Harbor Amount, only amounts payable under this Agreement (and no other Payments) shall be reduced. If the reduction of the amount payable under this Agreement would not result in a
reduction of the Parachute Value of all Payments to the Safe Harbor Amount, no amounts 

  

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payable under the Agreement shall be reduced pursuant to this Section 8(a). The Company’s obligation to make Excise Tax Gross-Up Payments under
this Section 8 shall not be conditioned upon the Executive’s termination of employment. 
  
 (b) Subject to the provisions of Section 8(c), all determinations required to be made under this Section 8, including
whether and when an Excise Tax Gross-Up Payment is required, the amount of such Excise Tax Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by such nationally recognized accounting firm as may be
selected by the Company and reasonably acceptable to the Executive (the “Accounting Firm”); provided, that the Accounting Firm’s determination shall be made based upon “substantial authority” within the meaning
of Section 6662 of the Code. The Accounting Firm shall provide detailed supporting calculations both to the Company and the Executive within 15 business days of the receipt of notice from the Executive that there has been a Payment or such earlier
time as is requested by the Company. All fees and expenses of the Accounting Firm shall be borne solely by the Company. Any Excise Tax Gross-Up Payment, as determined pursuant to this Section 8, shall be paid by the Company to the Executive
within five days of the receipt of the Accounting Firm’s determination. Any determination by the Accounting Firm shall be binding upon the Company and the Executive, unless the Company obtains an opinion of outside legal counsel, based upon at
least “substantial authority” within the meaning of Section 6662 of the Code, reaching a different determination, in which event such legal opinion shall be binding upon the Company and the Executive. As a result of the uncertainty in the
application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Excise Tax Gross-Up Payments that will not have been made by the Company should have been made (the
“Underpayment”), consistent with the calculations required to be made hereunder. In the event the Company exhausts its remedies pursuant to Section 8(c) and the Executive thereafter is required to make a payment of any Excise
Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of the Executive. 
  
 (c) The Executive shall notify the Company in writing of any
claim by the Internal Revenue Service that, if successful, would require the payment by the Company of the Excise Tax Gross-Up Payment. Such notification shall be given as soon as practicable, but no later than 10 business days after the Executive
is informed in writing of such claim. The Executive shall apprise the Company of the nature of such claim and the date on which such claim is requested to be paid. The Executive shall not pay such claim prior to the expiration of the 30-day period
following the date on which the Executive gives such notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Company notifies the Executive in writing prior to the
expiration of such period that the Company desires to contest such claim, the Executive shall: 
  
 (i) give the Company any information reasonably requested by the Company relating to such claim, 
  
 (ii) take such action in connection with contesting such
claim as the Company shall reasonably request in writing from time to-time, including, without limitation, 

  

 -11- 








 
accepting legal representation with respect to such claim by an attorney reasonably selected by the Company, 
  
 (iii) cooperate with the Company in good faith in order
effectively to contest such claim, and 
  
 (iv)
permit the Company to participate in any proceedings relating to such claim; 
  
 provided, however, that the Company shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such-contest, and shall indemnify and hold the Executive
harmless, on an after-tax basis, for any Excise Tax or income tax (including interest and penalties) imposed as a result of such representation and payment of costs and expenses. Without limitation on the foregoing provisions of this Section
8(c), the Company shall control all proceedings taken in connection with such contest, and, at its sole discretion, may pursue or forgo any and all administrative appeals, proceedings, hearings and conferences with the applicable taxing
authority in respect of such claim and may, at its sole discretion, either direct the Executive to pay the tax claimed and sue for a refund or contest the claim in any permissible manner, and the Executive agrees to prosecute such contest to a
determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the Company shall determine; provided, however, that, if the Company directs the Executive to pay such claim
and sue for a refund, the Company shall advance the amount of such payment to the Executive, on an interest-free basis, and shall indemnify and hold the Executive harmless, on an after-tax basis, from any Excise Tax or income tax (including interest
or penalties) imposed with respect to such advance or with respect to any imputed income in connection with such advance; and provided, further, that any extension of the statute of limitations relating to payment of taxes for the
taxable year of the Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. Furthermore, the Company’s control of the contest shall be limited to issues with respect to which the
Excise Tax Gross-Up Payment would be payable hereunder, and the Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or any other taxing authority. 
  
 (d) If, after the receipt by the Executive of an Excise Tax
Gross-Up Payment or an amount advanced by the Company pursuant to Section 8(c), the Executive becomes entitled to receive any refund with respect to the Excise Tax to which such Excise Tax Gross-Up Payment relates or with respect to such
claim, the Executive shall (subject to the Company’s complying with the requirements of Section 8(c), if applicable) promptly pay to the Company the amount of such refund (together with any interest paid or credited thereon after taxes
applicable thereto). If, after the receipt by the Executive of an amount advanced by the Company pursuant to Section 8(c), a determination is made that the Executive shall not be entitled to any refund with respect to such claim and the
Company does not notify the Executive in writing of its intent to contest such denial of refund prior to the expiration of 30 days after such determination, then such advance shall be forgiven and shall not be required to be repaid and the amount of
such advance shall offset, to the extent thereof, the amount of Excise Tax Gross-Up Payment required to be paid. 
  

 -12- 








 (e) Notwithstanding any other provision of this Section 8, the Company may, in its
sole discretion, withhold and pay over to the Internal Revenue Service or any other applicable taxing authority, for the benefit of the Executive, all or any portion of any Excise Tax Gross-Up Payment, and the Executive hereby consents to such
withholding. 
  
 (f) Any other liability for
unpaid or unwithheld Excise Taxes shall be borne exclusively by the Company, in accordance with Section 3403 of the Code. The foregoing sentence shall not in any manner relieve the Company of any of its obligations under this Employment Agreement.

  
 (g) Definitions. The following terms
shall have the following meanings for purposes of this Section 8: 
  
 (i) “Excise Tax” shall mean the excise tax imposed by Section 4999 of the Code, together with any interest or penalties imposed with respect to such excise tax. 
  
 (ii) “Parachute Value” of a Payment shall
mean the present value as of the date of the change of control for purposes of Section 280G of the Code of the portion of such Payment that constitutes a “parachute payment” under Section 280G(b)(2), as determined by the Accounting Firm
for purposes of determining whether and to what extent the Excise Tax will apply to such Payment. 
  
 (iii) A “Payment” shall mean any payment or distribution in the nature of compensation (within the meaning of Section
280G(b)(2) of the Code) to or for the benefit of the Executive, which is paid or payable pursuant to this Agreement or any other plan or agreement of the Company. 
  
 (iv) The “Safe Harbor Amount” shall mean 2.99 times the Executive’s “base
amount,” within the meaning of Section 280G(b)(3) of the Code. 
  
 (v) “Value” of a Payment shall mean the economic present value of a Payment as of the date of the change of control for purposes of Section 280G of the Code, as determined by the Accounting Firm using
the discount rate required by Section 280G(d)(4) of the Code. 
  
 9. [Intentionally omitted] 
  
 10. Successors.

  
 (a) This Agreement is personal to the Executive and without
the prior written consent of the Company shall not be assignable by the Executive otherwise than by will or the laws of descent and distribution. This Agreement shall inure to the benefit of and be enforceable by the Executive’s legal
representatives. 
  
 (b) This Agreement shall inure to the benefit
of and be binding upon the Company and its successors and assigns. 
  

 -13- 








 (c) The Company will require any successor (whether direct or indirect, by purchase merger, consolidation
or otherwise) to all or substantially all of the business and/or assets of the Company to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had
taken place. As used in this Agreement, “Company” shall mean the Company as hereinbefore defined and any successor to its business and/or assets as aforesaid which assumes and agrees to perform this Agreement by operation of law, or
otherwise. 
  
 11. Payment of Financial Obligations. The
payment or provision to the Executive by the Company of any remuneration, benefits or other financial obligations pursuant to this Agreement shall be allocated to the Operating Partnership, Sunstone, Sunstone Hotel TRS Lessee, Inc. and, if
applicable, any of their respective subsidiaries and/or affiliates in accordance with any employee sharing and expense allocation agreement, by and between Sunstone and the Operating Partnership, as in effect from time to time. 
  
 12. Miscellaneous. 
  
 (a) Governing Law. This Agreement shall be governed
by and construed in accordance with the laws of the State of California, without reference to principles of conflict of laws. The captions of this Agreement are not part of the provisions hereof and shall have no force or effect. This Agreement may
not be amended or modified otherwise than by a written agreement executed by the parties hereto or their respective successors and legal representatives. 
  
 (b) Arbitration. To the fullest extent allowed by law, any controversy, claim or dispute between Executive and the Company (and/or
any of its owners, directors, officers, employees, affiliates, or agents) relating to or arising out of Executive’s employment or the cessation of that employment will be submitted to final and binding arbitration in the county in which
Executive work(ed) for determination by one arbitrator in accordance with the American Arbitration Association’s (“AAA”) National Rules for the Resolution of Employment Disputes, as the exclusive remedy for such controversy, claim or
dispute. In any such arbitration, the parties may conduct discovery in accordance with the applicable rules of the arbitration forum, except that the arbitrator shall have the authority to order and permit discovery as the arbitrator may deem
necessary and appropriate in accordance with applicable state or federal discovery statutes. The arbitrator shall issue a reasoned, written decision, and shall have full authority to award all remedies which would be available in court. The parties
shall share the filing fees required for the arbitration, provided that Executive shall not be required to pay an amount in excess of the filing fees required by a federal or state court with jurisdiction. The Company shall pay the arbitrator’s
fees and any AAA administrative expenses. Any judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. Possible disputes covered by the above include (but are not limited to) unpaid wages, breach
of contract, torts, violation of public policy, discrimination, harassment, or any other employment-related claims under laws including but not limited to, Title VII of the Civil Rights Act of 1964, the Americans With Disabilities Act, the Age
Discrimination in Employment Act, the California Fair Employment and Housing Act, the California Labor Code, and any other statutes or laws relating to an employee’s relationship with his/her employer, regardless of whether such dispute is
initiated by the Executive or the Company. Thus, this bilateral arbitration agreement applies to any and all claims that the Company may have against the Executive, including but not limited 

  

 -14- 








 
to, claims for misappropriation of Company property, disclosure of proprietary information or trade secrets, interference with contract, trade libel, gross
negligence, or any other claim for alleged wrongful conduct or breach of the duty of loyalty by the Executive. However, notwithstanding anything to the contrary contained herein, Company and Executive shall have their respective rights to seek and
obtain injunctive relief with respect to any controversy, claim or dispute to the extent permitted by law. Claims for workers’ compensation benefits and unemployment insurance (or any other claims where mandatory arbitration is prohibited by
law) are not covered by this arbitration agreement, and such claims may be presented by either Executive or the Company to the appropriate court or government agency. BY AGREEING TO THIS BINDING ARBITRATION PROVISION, BOTH EXECUTIVE AND THE COMPANY
GIVE UP ALL RIGHTS TO TRIAL BY JURY. This arbitration agreement is to be construed as broadly as is permissible under applicable law. 
  
 (c) Notices. All notices and other communications hereunder shall be in writing and shall be given by hand delivery to the other
party or by registered or certified mail, return receipt requested, postage prepaid, addressed as follows: 
  
 If to the Executive: at the Executive’s most recent address on the records of the Company, 
  
 If to Sunstone or the Operating Partnership: 
  
 Sunstone Hotel Investors, Inc. 
 903 Calle America, Suite 100 
 San Clemente,
CA 92673 
 Attn: Corporate Secretary 
  
 with a copy to: 
  
 Allen Matkins Leck Gamble & Mallory LLP 
 515 South Figueroa Street 
 Seventh Floor 
 Los Angeles, CA 90071-3398 
 Attn: Michael F. Sfregola 
  
 or to such other address as either party shall have furnished to the other in writing in
accordance herewith. Notice and communications shall be effective when actually received by the addressee. 
  
 (d) Sarbanes-Oxley Act of 2002. Notwithstanding anything herein to the contrary, if the Company determines, in its good faith
judgment, that any transfer or deemed transfer of funds hereunder is likely to be construed as a personal loan prohibited by Section 13(k) of the Exchange Act and the rules and regulations promulgated thereunder, then such transfer or deemed
transfer shall not be made to the extent necessary or appropriate so as not to violate the Exchange Act and the rules and regulations promulgated thereunder. 
  

(e) Severability. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or
enforceability of any other provision of this 

  

 -15- 








 
Agreement. If any provision or term hereof is deemed to have exceeded applicable legal authority or shall be in conflict with applicable legal limitations,
such provision shall be reformed and rewritten as necessary to achieve consistency with such applicable law. 
  
 (f) Withholding. The Company may withhold from any amounts payable under this Agreement such Federal, state, local or foreign taxes
as shall be required to be withheld pursuant to any applicable law or regulation. In addition, notwithstanding any other provision of this Agreement, the Company may, in its sole discretion, withhold and pay over to the Internal Revenue Service or
any other applicable taxing authority, for the benefit of the Executive, all or any portion of any Excise Tax Gross-Up Payment and the Executive hereby consents to such withholding. 
  
 (g) No Waiver. The Executive’s or the Company’s failure to insist upon strict compliance
with any provision of this Agreement or the failure to assert any right the Executive or the Company may have hereunder, including, without limitation, the right of the Executive to terminate employment for Good Reason pursuant to Section
3(c) of this Agreement, shall not be deemed to be a waiver of such provision or right or any other provision or right of this Agreement. 
  
 (h) Entire Agreement. As of the Effective Date, this Agreement, the Noncompetition Agreement and the Non-Disclosure Agreement, each
of which is being entered into between the parties concurrently herewith, constitute the final, complete and exclusive agreement between the Executive and the Company with respect to the subject matter hereof and replaces and supersedes any and all
other agreements, offers or promises, whether oral or written, made to Executive by any entity (a “Predecessor Employer”), or representative thereof, whose business or assets the Company succeeded to in connection with the initial
public offering of the common stock of Sunstone or the transactions related thereto. The Executive agrees that any such agreement, offer or promise between the Executive and a Predecessor Employer (or any representative thereof) is hereby terminated
and will be of no further force or effect, and the Executive acknowledges and agrees that upon his execution of this Agreement, he will have no right or interest in or with respect to any such agreement, offer or promise. In the event that the
Effective Date does not occur, this Agreement (including, without limitation, the immediately preceding sentence) shall have no force or effect. 
  
 (i) Representations and Warranties. The Executive represents and warrants to the Company that (i) this Agreement is valid and
binding upon and enforceable against him in accordance with its terms, (ii) the Executive is not bound by or subject to any contractual or other obligation that would be violated by his execution or performance of this Agreement, including, but not
limited to, any non-competition agreement presently in effect, and (iii) the Executive is not subject to any pending or, to the Executive’s knowledge, threatened claim, action, judgment, order, or investigation that could adversely affect his
ability to perform his obligations under this Agreement or the business reputation of the Company. The Executive has not entered into, and agrees that he will not enter into, any agreement either written or oral in conflict herewith. 
  
 (j) Consultation with Counsel. The Executive
acknowledges that he has had a full and complete opportunity to consult with counsel and other advisors of his own choosing 

  

 -16- 








 
concerning the terms, enforceability and implications of this Agreement, and that the Company has not made any representations or warranties to the Executive
concerning the terms, enforceability or implications of this Agreement other than as reflected in this Agreement. 
  
 (k) Counterparts. This Agreement may be executed simultaneously in two counterparts, each of which shall be deemed an original but
which together shall constitute one and the same instrument. 
  
 [signatures follow next page] 
  

 -17- 








 IN WITNESS WHEREOF, the Executive has hereunto set the Executive’s hand and, pursuant to the
authorization from the Board, the Company has caused these presents to be executed in its name on its behalf, all as of the day and year first above written. 
  

			
	SUNSTONE HOTEL INVESTORS, INC.,
	 a Maryland corporation

		
	By:	 	 
	 	 	 Name:

	 	 	 Its:

	
	 SUNSTONE HOTEL PARTNERSHIP,
 LLC,

	 a Delaware limited liability company

		
	By:	 	Sunstone Hotel Investors, Inc.
	 	 	 Its: Managing Member

		
	By:	 	 
	 	 	 Name:

	 	 	 Its:

	
	“EXECUTIVE”
	
	 
	 Name:
	 	 Gary A. Stougaard



  

 -18- 








 EXHIBIT A 
  
 TO EMPLOYMENT AGREEMENT 
  
 GENERAL RELEASE 
  
 For a valuable consideration, the receipt and adequacy of which are hereby acknowledged, the undersigned does hereby release and forever discharge the
“Releasees” hereunder, consisting of Sunstone Hotel Investors, Inc., a Maryland corporation, Sunstone Operating Partnership, LLC, a Delaware limited liability company and each of their partners, subsidiaries, associates, affiliates,
successors, heirs, assigns, agents, directors, officers, employees, representatives, lawyers, insurers, and all persons acting by, through, under or in concert with them, or any of them, of and from any and all manner of action or actions, cause or
causes of action, in law or in equity, suits, debts, liens, contracts, agreements, promises, liability, claims, demands, damages, losses, costs, attorneys’ fees or expenses, of any nature whatsoever, known or unknown, fixed or contingent
(hereinafter called “Claims”), which the undersigned now has or may hereafter have against the Releasees, or any of them, by reason of any matter, cause, or thing whatsoever from the beginning of time to the date hereof. The Claims
released herein include, without limiting the generality of the foregoing, any Claims in any way arising out of, based upon, or related to the employment or termination of employment of the undersigned by the Releasees, or any of them; any alleged
breach of any express or implied contract of employment; any alleged torts or other alleged legal restrictions on Releasee’s right to terminate the employment of the undersigned; and any alleged violation of any federal, state or local statute
or ordinance including, without limitation, Title VII of the Civil Rights Act of 1964, the Age Discrimination In Employment Act, the Americans With Disabilities Act, and the California Fair Employment and Housing Act. 
  
 THE UNDERSIGNED ACKNOWLEDGES THAT HE HAS BEEN ADVISED BY LEGAL COUNSEL AND IS
FAMILIAR WITH THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH PROVIDES AS FOLLOWS: 
  
 “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE,
WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.” 
  
 THE UNDERSIGNED, BEING AWARE OF SAID CODE SECTION, HEREBY EXPRESSLY WAIVES ANY RIGHTS HE MAY HAVE THEREUNDER, AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT. 
  
 IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE
UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS: 
  
 (A)
HE HAS THE RIGHT TO CONSULT WITH AN ATTORNEY BEFORE SIGNING THIS RELEASE; 
  

 EXHIBIT A 
 -1- 








 (B) HE HAS TWENTY-ONE (21) days TO CONSIDER THIS RELEASE BEFORE SIGNING IT; AND

  
 (C) HE HAS SEVEN (7) days AFTER SIGNING THIS
RELEASE TO REVOKE THIS RELEASE, AND THIS RELEASE WILL BECOME EFFECTIVE UPON THE EXPIRATION OF THAT REVOCATION PERIOD. 
  
 The undersigned represents and warrants that there has been no assignment or other transfer of any interest in any Claim which he may have against
Releasees, or any of them, and the undersigned agrees to indemnify and hold Releasees, and each of them, harmless from any liability, Claims, demands, damages, costs, expenses and attorneys’ fees incurred by Releasees, or any of them, as the
result of any such assignment or transfer or any rights or Claims under any such assignment or transfer. It is the intention of the parties that this indemnity does not require payment as a condition precedent to recovery by the Releasees against
the undersigned under this indemnity. 
  
 The undersigned agrees
that if he hereafter commences any suit arising out of, based upon, or relating to any of the Claims released hereunder or in any manner asserts against Releasees, or any of them, any of the Claims released hereunder, then the undersigned agrees to
pay to Releasees, and each of them, in addition to any other damages caused to Releasees thereby, all attorneys’ fees incurred by Releasees in defending or otherwise responding to said suit or Claim. 
  
 The undersigned further understands and agrees that neither the payment of
any sum of money nor the execution of this Release shall constitute or be construed as an admission of any liability whatsoever by the Releasees, or any of them, who have consistently taken the position that they have no liability whatsoever to the
undersigned. 
  
 IN WITNESS WHEREOF, the undersigned has executed
this Release this             day of                     ,
20    . 
  

	
	
	 
	
	 


  

 EXHIBIT A 
 -2- 








 EXHIBIT B 
  
 TO EMPLOYMENT AGREEMENT 
  
 NON-DISCLOSURE AGREEMENT 
  
 This Non-Disclosure Agreement (“Agreement”) is made as of this      day of
                    , 2004 by and among Sunstone Hotel Investors, Inc., a Maryland corporation (“Sunstone”), and Sunstone
Hotel Partnership, LLC, a Delaware limited liability company (“Operating Partnership”) (Sunstone and the Operating Partnership collectively, the “Company”), and Gary A. Stougaard (“Executive”).

  
 For good and valuable consideration, Executive and Company
hereby agree as follows: 
  
 1. This Agreement will be effective
on                         , 2004. 
  
 2. Executive hereby assigns to Company all rights or interests that Executive may presently have or which may be acquired
during the term of Executive’s employment with the Company, in Company “Proprietary Information” as defined below in Section 5, and acknowledges that all such Proprietary Information is the sole property of Company and its assigns.

  
 3. Subject to the provisions of Section 7 hereof, in the event
that, during the term of Executive’s employment with the Company, Executive creates or assists in the creation of any Company “Proprietary Information,” or any other Company intellectual property, and/or Executive prepares,
accumulates or otherwise comes into possession of any materials or information during the course of performance of Executive’s duties which relate in any manner to Company’s business or development of services, Executive agrees that all
such “Proprietary Information” and intellectual property shall be and remain the property of Company. In the event Executive’s employment with Company is terminated, for any reason, Executive shall promptly deliver to Company all such
“Proprietary Information” and intellectual property (and any copies thereof), as well as any materials related to Company’s trade secrets or confidential information (and any copies thereof), which are within Executive’s custody
or control. 
  
 4. Executive agrees to disclose to Company all
“Proprietary Information” and intellectual property developed during the term of his employment, whether made solely or jointly with others, which relate to Company’s business, research, or development of products and services.

  
 5. During the term of Executive’s employment with Company
and thereafter, Executive will not offer or disclose by any means, or use in any manner, for Executive’s own benefit or the benefit of any other person or entity (other than Company or its affiliates), any Company “Proprietary
Information” or Company intellectual property. As used herein, the terms “Proprietary Information,” “intellectual property” and “trade secrets,” shall include, but not be limited to: (a) all information of any kind
regarding Company’s business, research, marketing, sales, operations and products and plans for development of new business products and services; (b) all operational designs and techniques related to business, marketing and financial
information or data of any kind related to Company’s business and business opportunities; (c) all 

  

 EXHIBIT B 
 -1- 








 
information of any kind regarding Company’s suppliers, vendors, consultants, agents and customers, including lists or compilations of any such persons
or entities; (d) all information of any kind regarding Company’s officers, directors and shareholders (other than Executive), including their respective abilities, functions, conduct or pay; (e) all proprietary information of any kind received
or developed under agreement or other arrangement by Company with any third party; and (f) all unpublished materials received or developed, including all works of authorship, which relate to the business of Company, including but not limited to
those concerning proprietary, trade secret or Company-private information, investment strategies, development plans, research and development data, and any other technical reports relating to Company’s business operations now existing or which
may be developed during the term of Executive’s employment with Company. 
  
 6. Executive understands and agrees that a breach of the provisions contained herein could cause significant and irreparable harm to Company that could not be satisfactorily compensated in monetary terms. Accordingly,
and without in any way limiting Company from taking any other legal action to which it may be entitled to under law or in equity, in the event of any such breach or threatened breach, Company will be entitled to injunctive relief including the
immediate ex parte issuance, without bond, of a temporary restraining order against any such breach of threatened breach. 
  
 7. This Agreement shall not apply to: (a) any invention developed by Executive which qualifies under the provisions of California Labor Code, Section
2870; (b) any information which is or becomes publicly available, unless it becomes such as a result of a breach of this Agreement; (c) any information which Company subsequently discloses to any other person or entity without restriction; or (d)
disclosure required by law or legal process; provided, that if Executive receives actual notice that the Executive is or may be required by law or legal process to disclose any such information, Executive shall promptly so notify Company, but
in any event no more than five (5) days after the receipt of such notice. 
  
 8. No amendment or modification to this Agreement shall be valid unless in writing signed by Executive and an authorized officer of Company. 
  
 9. The execution of this Agreement shall not be construed in any manner to alter Executive’s employment with Company as
provided in his Employment Agreement. 
  
 10. The waiver by any
party of a breach of any provision of this Agreement will not operate or be construed as a waiver of any subsequent breach thereof or as a waiver of any other provisions of this Agreement. The remedies set forth herein are nonexclusive and are in
addition to any other remedies that any party may have at law or in equity. 
  
 11. If any legal action, arbitration or other proceeding is brought for the enforcement of this Agreement, or because of an alleged dispute, breach or default in connection with any of the provisions of this
Agreement, the prevailing party shall be entitled to recover attorneys’ fees and costs as set forth in the Employment Agreement. 
  

 EXHIBIT B 
 -2- 








 12. All notices and other communications hereunder shall be in writing and shall be given by hand
delivery to the other party or by registered or certified mail, return receipt requested, postage prepaid, addressed as follows: 
  
 If to the Executive: at the Executive’s most recent address on the records of the Company, 
  
 If to the Company: 
 c/o Sunstone Hotel Investors, Inc. 
 903 Calle
America, Suite 100 
 San Clemente, CA 92673 
 Attn: Corporate Secretary 
  
 with a copy to: 
  
 Allen Matkins Leck Gamble &
Mallory LLP 
 515 South Figueroa Street 
 Seventh Floor 
 Los Angeles, CA 90071-3398 
 Attn: Michael F. Sfregola 
  
 or to such other
address as either party shall have furnished to the other in writing in accordance herewith. Notice and communications shall be effective when actually received by the addressee. 
  
 13. This Agreement is entered into and shall be governed and interpreted in accordance with the laws of the State of
California, without regard to or application of choice of law rules or principles. It shall be binding upon and inure to the benefit of the parties, and to their respective heirs, personal representatives, successors and assigns. In the event that
any provision of this Agreement is found by a court, arbitrator or other tribunal to illegal, invalid or unenforceable, then the remaining provisions of this Agreement shall not be voided, but shall be enforced to the maximum extent permissible by
law. 
  

 EXHIBIT B 
 -3- 








 IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first set forth above.

  

									
	“EXECUTIVE”	 	 	 	 SUNSTONE HOTEL INVESTORS, INC.,
 a
Maryland corporation

				
	 	 	 	 	By:	 	 
	 Gary A. Stougaard
	 	 	 	 	 	 Name:

	 	 	 	 	 	 	 	 	 Its:

			
	 	 	 	 	 SUNSTONE HOTEL PARTNERSHIP, LLC,
 a
Delaware limited liability company

				
	 	 	 	 	By:	 	Sunstone Hotel Investors, Inc.
	 	 	 	 	 	 	 Its: Managing Member

				
	 	 	 	 	By:	 	 
	 	 	 	 	 	 	 Name:

	 	 	 	 	 	 	 	 	 Its:


  

 EXHIBIT B 
 -4- 








 EXHIBIT C 
  
 TO EMPLOYMENT AGREEMENT 
  
 NONCOMPETITION AGREEMENT 
  
 THIS NONCOMPETITION AND NONSOLICITATION AGREEMENT (this “Agreement”) is dated as of
            , 2004, by and among Sunstone Hotel Investors, Inc., a Maryland corporation (“Sunstone”), Sunstone Hotel Partnership, LLC, a Delaware limited liability
company (the “Operating Partnership”), and Gary A. Stougaard (the “Executive”). Sunstone and the Operating Partnership are collectively referred to herein as the “Company.” 
  
 WHEREAS, certain entities in which the Executive directly or
indirectly owns an interest have entered into a Structuring and Contribution Agreement, dated as of July 2, 2004, pursuant to which such entities agreed to contribute, or cause others to contribute, to the Operating Partnership, certain interests,
as a partner or member, in certain partnerships and limited liability companies which hold interests in certain hotel properties, in exchange for units in the Operating Partnership; 
  
 WHEREAS, concurrently with the execution of this Agreement, the Company and the Executive have entered into (i) an
employment agreement, pursuant to which the Company has agreed to employ the Executive, and the Executive has agreed to be employed by the Company, as its Executive Vice President and Chief Investment Officer (“CIO”) (the
“Employment Agreement”), and (ii) a non-disclosure agreement (the “Non-Disclosure Agreement”); 
  
 WHEREAS, subject to adoption by Sunstone’s Board of Directors and approval by Sunstone’s stockholders of the Company’s incentive
award plan (the “Incentive Plan”), Sunstone shall, as of the effective date of the Employment Agreement, grant the Executive [            
(            )] restricted stock units (the “Restricted Stock Units”), the terms and conditions of which shall be set forth in a restricted stock agreement (the
“Restricted Stock Unit Agreement”) to be entered into by the Company and the Executive in the form adopted by Sunstone’s Board of Directors, or the compensation committee of the Company, as applicable, in conjunction with the
adoption of the Incentive Plan; 
  
 WHEREAS, the Company
and the Executive agree that, in connection with the execution of the Employment Agreement and the Executive’s employment and stock ownership in Sunstone pursuant to the Incentive Plan, the Executive will not engage in competition with the
Company pursuant to the terms and conditions hereof; 
  
 WHEREAS, capitalized terms used herein without definition shall have the meanings ascribed thereto in the Employment Agreement. 
  
 NOW, THEREFORE, in furtherance of the foregoing and in exchange for good and valuable consideration, the receipt and adequacy of which is hereby
acknowledged, the parties hereto hereby agree as follows: 
  
 1.
Noncompetition; Nonsolicitation. 
  
 (a)
During the Employment Period and, if the Executive’s employment is terminated by the Company or the Executive terminates his employment for any reason, for one (1) year thereafter, the Executive shall not engage in Competition (as defined
below) with the Company or any of its subsidiaries or affiliates. 
  
 (b) The term “Competition” for purposes of this Agreement shall mean the taking of any of the following actions by the Executive: (i) the conduct of, directly or indirectly 

  

 EXHIBIT C 
 -1- 








 
(including, without limitation, engaging in, assisting or performing services for), any business that engages in any activity which is directly competitive
with the business of the Company, whether such business is conducted by the Executive individually or as principal, partner, officer, director, consultant, security holder, creditor, employee, stockholder, member or manager of any person,
partnership, corporation, limited liability company or any other entity; and/or (ii) ownership of interests in any business which is competitive, directly or indirectly, with any business carried on by the Company (or any successor thereto) or its
subsidiaries or affiliates; provided, however, that the term “Competition” shall be deemed to exclude (i) the direct or indirect ownership by the Executive of up to three percent of the outstanding equity interests of any
public company, and (ii) the Executive’s existing ownership interests in hotel properties as such interests are disclosed in the Company’s Registration Statement on Form S-11 (No. 333-117141) filed with the Securities and Exchange
Commission, as amended from time to time. 
  
 (c)
During the Employment Period, and for one (1) year thereafter, the Executive shall not, directly or indirectly, solicit the employment of or employ any person who is then or has been within three (3) months prior to the time of such action, an
employee of the Company, or any affiliate of either Sunstone or the Operating Partnership. 
  
 2. Specific Performance. The Executive acknowledges that in the event of breach or threatened breach by the Executive of the terms of Section 1 hereof, the Company could suffer significant and irreparable harm
that could not be satisfactorily compensated in monetary terms, and that the remedies at law available to the Company may otherwise be inadequate and the Company shall be entitled, in addition to any other remedies to which it may be entitled to
under law or in equity, to specific performance of this Agreement by the Executive including the immediate ex parte issuance, without bond, of a temporary restraining order enjoining the Executive from any such violation or threatened violation of
Section 1 hereof and to exercise such remedies cumulatively or in conjunction with all other rights and remedies provided by law and not otherwise limited by this Agreement. The Executive hereby acknowledges and agrees that the Company shall not be
required to post bond as a condition to obtaining or exercising any such remedies, and the Executive hereby waives any such requirement or condition. 
  
 3. Adequacy of Consideration. The Executive acknowledges that his receipt of the Restricted Stock Units pursuant to the Employment Agreement and
the Restricted Stock Unit Agreement and the Executive’s indirect interests in units of the Operating Partnership will be full, fair and adequate to support his obligations hereunder. 
  
 4. Confidential Information; Intangible Assets and Goodwill. The Executive acknowledges and agrees that he has been
and will be exposed to proprietary information, intellectual property and trade secrets concerning Sunstone’s business, as more fully described in the Non-Disclosure Agreement. The Executive expressly acknowledges and understands that Company
and its affiliates would not have entered into the Restricted Stock Unit Agreement, or any other agreements with the Executive, but for the fact that the Executive is concurrently entering into the Employment Agreement. 
  
 5. Reasonableness of Covenants. The Executive agrees that all of the
covenants contained in this Agreement are reasonably necessary to protect the legitimate interests of the Company and its affiliates, are reasonable with respect to time and territory and that he has read 

  

 EXHIBIT C 
 -2- 








 
and understands the descriptions of the covenants so as to be informed as to their meaning and scope. 
  
 6. Attorneys’ Fees. If any legal action, arbitration or other
proceeding is brought for the enforcement of this Agreement, or because of an alleged dispute, breach or default in connection with any of the provisions of this Agreement, the prevailing party shall be entitled to recover attorneys’ fees and
costs as set forth in the Employment Agreement. 
  
 7. No
Alteration of Employment Status. The execution of this Agreement shall not be construed in any manner to alter the Executive’s employment with the Company as provided in the Employment Agreement. 
  
 8. Effect of Waiver. The waiver by either party of a breach of any
provision of this Agreement will not operate or be construed as a waiver of any subsequent breach thereof or as a waiver of any other provision of this Agreement. The remedies set forth herein are nonexclusive and are in addition to any other
remedies that the Company may have at law or in equity. 
  
 9.
Severability. Any provision of this Agreement which is deemed invalid, illegal or unenforceable in any jurisdiction shall, as to that jurisdiction and subject to this paragraph, be ineffective to the extent of such invalidity, illegality or
unenforceability, without affecting in any way the remaining provisions hereof in such jurisdiction or rendering that any other provisions of this Agreement invalid, illegal or unenforceable in any other jurisdiction. Notwithstanding the foregoing,
if any provision of this Agreement should be deemed invalid, illegal or unenforceable because its scope or duration is considered excessive, such provision shall be modified so that the scope of the provision is reduced only to the minimum extent
necessary to render the modified provision valid, legal and enforceable. 
  
 10. Governing Law. This Agreement shall be governed, construed, interpreted and enforced in accordance with the laws of the State of Delaware, without regard to the conflict of laws principles thereof. The
parties irrevocably elect as the sole judicial forum for the adjudication of any matters arising under or in connection with this Agreement, and consent to the exclusive jurisdiction of, the federal and state courts of the State of Delaware.

  
 11. Entire Agreement. This Agreement, together with the
Employment Agreement, the Non-Disclosure Agreement and the Restricted Stock Unit Agreement, contains the entire agreement and understanding between the Company and the Executive with respect to the subject matter hereof, and no representations,
promises, agreements or understandings, written or oral, not herein contained shall be of any force or effect. This Agreement shall not be changed unless in writing and signed by both the Executive and the Board of Directors of Sunstone. 

 
 12. Assignment. This Agreement may not be assigned by the
Executive, but may be assigned by the Company to any successor to its business and will inure to the benefit of and be binding upon any such successor. 
  

 EXHIBIT C 
 -3- 








 13. Notice. All notices and other communications hereunder shall be in writing and shall be given
by hand delivery to the other party or by registered or certified mail, return receipt requested, postage prepaid, addressed as follows: 
  
 If to the Executive: at the Executive’s most recent address on the records of the Company, 
  

			
	If to the Company:	  	 c/o Sunstone Hotel Investors, Inc.
 903 Calle America,
Suite 100
 San Clemente, CA 92673
 Attn: Corporate
Secretary

		
	with a copy to:	  	 Allen Matkins Leck Gamble & Mallory LLP
 515 South
Figueroa Street
 Seventh Floor Los Angeles, CA 90071-3398
 Attn:
Michael F. Sfregola


  
 or to such other address as either
party shall have furnished to the other in writing in accordance herewith. Notice and communications shall be effective when actually received by the addressee. 
  

14. Counterparts. This Agreement may be executed in several counterparts, each of which shall be deemed to be an original but all of which
together will constitute one and the same instrument. 
  
 15.
Executive’s Acknowledgment. The Executive acknowledges (a) that he has had the opportunity to consult with independent counsel of his own choice concerning this Agreement, and (b) that he has read and understands this Agreement, is fully
aware of its legal effect, and has entered into it freely based on his own judgment. 
  
 IN WITNESS WHEREOF, the parties have executed this Agreement as of the date and year first above written. 
  

									
	“EXECUTIVE”	 	 	 	 SUNSTONE HOTEL INVESTORS, INC.,
 a
Maryland corporation

				
	 	 	 	 	By:	 	 
	 Gary A. Stougaard
	 	 	 	 	 	 Name:

	 	 	 	 	 	 	 	 	 Its:

			
	 	 	 	 	 SUNSTONE HOTEL PARTNERSHIP, LLC,
 a
Delaware limited liability company

				
	 	 	 	 	By:	 	Sunstone Hotel Investors, Inc.
	 	 	 	 	 	 	 Its: Managing Member

				
	 	 	 	 	By:	 	 
	 	 	 	 	 	 	 Name:

	 	 	 	 	 	 	 	 	 Its:


  

 EXHIBIT C 
 -4-