Form of Senior Management Incentive Plan of Sunstone Hotel Investors, Inc.



 EXHIBIT 10.14 
  
 SUNSTONE HOTEL INVESTORS, INC. 
 SENIOR MANAGEMENT INCENTIVE PLAN 
  
 Section 1. Purposes. The purpose of the Sunstone Hotel Investors, Inc. Senior Management Incentive Plan (the “Plan”) is to attract, retain and motivate selected employees of Sunstone Hotel Investors, Inc. (the
“Company”) and its subsidiaries and affiliates who are officers of the Company, its subsidiaries or affiliates in order to promote the Company’s long-term growth and profitability. 
  
 Section 2. Administration. 
  
 (a) Subject to Section 2(d), the Plan shall be administered by a
committee (the “Committee”) appointed by the Board of Directors of the Company (the “Board”), whose members shall serve at the pleasure of the Board.
The Committee at all times shall be composed of at least two directors of the Company, each of whom is a “non-employee director” within the meaning of Rule 16b-3
promulgated under the Securities Exchange Act of 1934, as amended. Unless otherwise determined by the Board, the Committee shall be the Compensation Committee of the Board. 
  
 (b) The Committee shall have complete control over the administration of the Plan, and shall have the authority in
its sole and absolute discretion to: (i) exercise all of the powers granted to it under the Plan; (ii) construe, interpret and implement the Plan; (iii) prescribe, amend and rescind rules and regulations relating to the Plan, including rules and
regulations governing its own operations; (iv) make all determinations necessary or advisable in administering the Plan (including, without limitation, calculating the size of the Bonus payable to each Participant (as defined in Section 4(a)); (v)
correct any defect, supply any omission and reconcile any inconsistency in the Plan; and (vi) amend the Plan to reflect changes in or interpretations of applicable law, rules or regulations. 
  
 (c) The determination of the Committee on all matters relating to the
Plan and any amounts payable thereunder shall be final, binding and conclusive on all parties. 
  
 (d) Notwithstanding anything to the contrary contained herein, the Committee may allocate among its members and may delegate some or all of its
authority or administrative responsibility to such individual or individuals who are not members of the Committee as it shall deem necessary or appropriate. 
  
  
 (e) No member of the Board or the Committee or any employee of the
Company or any of its subsidiaries or affiliates (each such person a “Covered Person”) shall have any liability to any person (including, without limitation, any Participant) for any action taken or omitted to be taken or any
determination made in good faith with respect to the Plan or any Bonus. Each Covered Person shall be indemnified and held harmless by the Company against and from any loss, cost, liability or expense (including attorneys’ fees) that may be
imposed upon or incurred by such Covered Person in connection with or resulting from any action, suit or proceeding to which such Covered Person may be a party or in which such Covered Person may be involved by reason of any action taken or omitted
to be taken under the Plan and against and from any and all amounts paid by such Covered Person, with the Company’s approval, in settlement thereof, or paid by such Covered Person in satisfaction of any judgment in any such action, suit or








 proceeding against such Covered Person, provided that the Company shall have the right, at its own expense, to assume and
defend any such action, suit or proceeding and, once the Company gives notice of its intent to assume the defense, the Company shall have sole control over such defense with counsel of the Company’s choice. The foregoing right of
indemnification shall not be available to a Covered Person to the extent that a court of competent jurisdiction in a final judgment or other final adjudication, in either case, not subject to further appeal, determines that the acts or omissions of
such Covered Person giving rise to the indemnification claim resulted from such Covered Person’s bad faith, fraud or willful criminal act or omission. The foregoing right of indemnification shall not be exclusive of any other rights of
indemnification to which Covered Persons may be entitled under the Company’s Certificate of Incorporation or Bylaws, as a matter of law, or otherwise, or any other power that the Company may have to indemnify such persons or hold them harmless.

  
 Section 3. Performance Period. The Plan shall
operate for successive calendar years or portions of a fiscal year periods as determined by the Committee (each a “Performance Period”). Thereafter, each Performance Period shall be one full fiscal year and/or portions of fiscal
years of the Company, as determined by the Committee. 
  
 Section 4. Participation. 
  
 (a)
Prior to the 90th day after the beginning of a Performance Period, or as otherwise determined by the Committee (the “Participation Date”), the Committee shall designate those individuals who shall participate in the Plan for the
Performance Period (the “Participants”). 
  
 (b) Except as provided below, the Committee shall have the authority at any time (i) during the Performance Period to remove Participants from the Plan for that Performance Period and (ii) prior to the Participation Date (or later in
a manner determined by the Committee) to add Participants to the Plan for a particular Performance Period. 
  
 Section 5. Bonus Amounts. 
  
 (a) The Committee shall determine in its sole discretion the amount of a Bonus to be granted to each Participant. The amount of any Bonus may, but
need not, be based on objective performance goals and a targeted level or levels of performance with respect to each goal as specified by the Committee. 
  
 (b) If a Participant’s employment with the Company terminates for any reason before the end of a Performance Period, the Committee shall have
the discretion to determine whether (i) such Participant shall be entitled to any Bonus at all, (ii) such Participant’s Bonus shall be reduced on a pro-rata basis to reflect the portion of such Performance Period the Participant was
employed by the Company or (iii) to make such other arrangements as the Committee deems appropriate in connection with the termination of such Participant’s employment. 
  
 Section 6. Payment of Bonus Amount; Voluntary Deferral. Each Participant’s Bonus shall be payable by such
Participant’s Participating Employer (as defined in Section 7(j)), or in the case of a Participant employed by more than one Participating Employer, by each such employer as determined by the Committee. The Bonuses shall be payable in the
discretion of the Committee in cash and/or an equity award of equivalent value (provided that in determining the 
  

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 number of Company restricted or deferred stock units payable in cash or shares of the Company’s common stock,
restricted shares of the Company’s common stock or unrestricted shares of the Company’s common stock that is equivalent to a dollar amount, that dollar amount shall be divided by the average closing price of the Company’s common stock
during the 30 consecutive trading days immediately prior to the date of grant by the Committee (with fractional shares rounded to the nearest whole share). Any equity-based award shall be subject to such terms and conditions (including vesting
requirements) as the Committee administering the plan under which such equity award is granted may determine. The Bonuses shall be paid at such time as bonuses are generally paid by the Participating Employer(s) for the relevant fiscal year. Subject
to approval by the Committee and to any requirements imposed by the Committee in connection with such approval, each Participant may be entitled to defer receipt, under the terms and conditions of any applicable deferred compensation plan of the
Company, of part or all of any payments otherwise due under this Plan. 
  
 Section 7. General Provisions. 
  
 (a)
Amendment, Termination, etc. The Board reserves the right at any time and from time to time to modify, alter, amend, suspend, discontinue or terminate the Plan, including in any manner that adversely affects the
rights of Participants. No Participant shall have any rights to payment of any amounts under this Plan unless and until the Committee determines the amount of such Participant’s Bonus, that such Bonus shall be paid and the method and timing of
its payment. 
  
 (b)
Nonassignability. No rights of any Participant (or of any beneficiary pursuant to this Section 7(b)) under the Plan may be sold, exchanged, transferred, assigned, pledged, hypothecated or otherwise disposed of
(including through the use of any cash-settled instrument), either voluntarily or involuntarily by operation of law, other than by will or by the laws of descent and distribution. Any sale, exchange, transfer, assignment, pledge, hypothecation or
other disposition in violation of the provisions of this Section 7(b) shall be void. In the event of a Participant’s death, any amounts payable under the Plan shall be paid in accordance with the Plan to a Participant’s estate. A
Participant’s estate shall have no rights under the Plan to receive such amounts, if any, as may be payable under this Section 7(b), and all of the terms of this Plan shall be binding upon any such Participant’s estate. 
  
 (c) Plan Creates No Employment Rights.
Nothing in the Plan shall confer upon any Participant the right to continue in the employ of the Company for the Performance Period or thereafter or affect any right which the Company may have to terminate such employment. 
  
 (d) Arbitration. Any dispute, controversy
or claim between the Company and any Participant arising out of or relating to or concerning the provisions of the Plan shall be finally settled by arbitration in Orange County, California before, and in accordance with, the rules then obtaining of
the American Arbitration Association (the “AAA”) in accordance with the commercial arbitration rules of the AAA. Prior to arbitration, all disputes, controversies or claims maintained by any Participant must first be submitted to
the Committee in accordance with claim procedures determined by the Committee in its sole discretion. 
  
  
 (e) Governing Law. ALL RIGHTS AND OBLIGATIONS UNDER THE PLAN SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA, WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LAWS. 
  

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 (f) Tax Withholding. In connection with any payments to a Participant or other event
under the Plan that gives rise to a federal, state, local or other tax withholding obligation relating to the Plan (including, without limitation, FICA tax), (i) the Company and any Participating Employer may deduct or withhold (or cause to be
deducted or withheld) from any payment or distribution to such Participant whether or not pursuant to the Plan or (ii) the Committee shall be entitled to require that such Participant remit cash (through payroll deduction or otherwise), in each case
in an amount sufficient in the opinion of the Company to satisfy such withholding obligation. 
  
 (g) Right of Offset. The Company and any Participating Employer shall have the right to offset against the obligation to pay a Bonus to any Participant, any outstanding amounts (including, without
limitation, travel and entertainment or advance account balances, loans or amounts repayable to it pursuant to tax equalization, housing, automobile or other employee programs) such Participant then owes to it. 
  
 (h) Severability; Entire Agreement. If any of the
provisions of this Plan is finally held to be invalid, illegal or unenforceable (whether in whole or in part), such provision shall be deemed modified to the extent, but only to the extent, of such invalidity, illegality or unenforceability and the
remaining provisions shall not be affected thereby. This Plan shall not supersede any other agreement, written or oral, pertaining to the matters covered herein, except to the extent of any inconsistency between this Plan and any prior agreement, in
which case this Plan shall prevail. 
  
 (i) No Third
Party Beneficiaries. The Plan shall not confer on any person other than the Company and any Participant any rights or remedies hereunder. 
  
 (j) Participating Employers. Each subsidiary or affiliate of the Company that employs a Participant (a “Participating
Employer”) shall adopt this Plan by executing Schedule A. Except for purposes of determining the amount of each Participant’s Bonus, this Plan shall be treated as a separate plan maintained by each Participating Employer and the
obligation to pay the Bonus to each Participant shall be the sole liability of the Participating Employer(s) by which the Participant is employed, and neither the Company nor any other Participating Employer shall have any liability with respect to
such amounts. 
  
 (k) Successors and
Assigns. The terms of this Plan shall be binding upon and inure to the benefit of the Company, each Participating Employer and their successors and assigns and each permitted successor or assign of each Participant as provided in Section
7(b). 
  
 (l) Plan Headings. The headings in
this Plan are for the purpose of convenience only and are not intended to define or limit the construction of the provisions hereof. 
  
 (m) Construction. In the construction of this Plan, the singular shall include the plural, and vice versa, in all cases where such
meanings would be appropriate. Nothing in this Plan shall preclude or limit the ability of the Company, its subsidiaries and affiliates to pay any compensation to a Participant under any other plan or compensatory arrangement whether or not in
effect on the date this Plan was adopted. 
  

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 IN WITNESS WHEREOF, and as evidence of the adoption of this Plan effective as of
                    , 2004, by the Company, it has caused the same to be signed by its duly authorized officer this
             day of                     , 2004. 
  

			
	SUNSTONE HOTEL INVESTORS, INC.
		
	By:	 	 
	Name:	 	 
	Title:	 	 


  

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 Schedule A 
  

As evidenced by the duly authorized signature below, the undersigned entity hereby adopts and elects to participate in the Sunstone Hotel Investors,
Inc. Senior Management Incentive Plan, as such Plan may be amended from time to time, and appoints Sunstone Hotel Investors, Inc. as its agent to do all things necessary to effect such participation.  
  
 [Name of Entity] 
  

			
		
	By:	 	 
	Name:	 	 
	Title	 	Authorized Person