SEPARATION AGREEMENT
THIS SEPARATION AGREEMENT (this “Agreement”) is made and entered into as of May 1, 2026 by and between Sunstone Hotel Investors, Inc., a Maryland corporation (“Sunstone”), Sunstone Hotel Partnership, LLC, a Delaware limited liability company (the “Operating Partnership,” and together with Sunstone, the “Company”), and David Klein (“Klein”).
WHEREAS, Klein is currently employed by the Company as its Executive Vice President, General Counsel, and Secretary; and
WHEREAS, Klein and the Company desire to specify the terms of the termination of Klein’s employment as an officer and employee of the Company and its subsidiaries and affiliates, including from his position as Executive Vice President, General Counsel, and Secretary of the Company.
NOW, THEREFORE, in consideration of the foregoing recitals, the mutual promises contained herein, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto hereby agree as follows:
TERMINATION OF EMPLOYMENT AND Employment AGREEMENT
accrued obligations; SEVERANCE
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3. | RELEASE OF CLAIMS |
Klein agrees that, as a condition to Klein’s right to receive and retain the payments and benefits set forth in Section 2.2 above, Klein shall, within twenty-one (21) days following the Separation Date (and, for the avoidance of doubt, not prior to the Separation Date), execute and deliver to the Company a release of claims in the form attached hereto as Exhibit B (the “Release”). The parties agree that such twenty-one (21)-day review period shall not be extended by any material or immaterial changes to this Agreement or the Release. If Klein executes this Agreement and the Release prior to the end of such review period, Klein voluntarily waives the remainder of such review period. Klein acknowledges and agrees that Klein’s right to receive the amounts set forth in Section 2.2 above shall be subject to and conditioned upon (i) Klein’s execution, delivery to the Company and non-revocation of the Release in accordance with this Section 3 and (ii) Klein’s continued compliance with the Restrictions.
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4. | RESTRICTIVE COVENANTS |
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MISCELLANEOUS |
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If to Klein: To the address most recently on file in the payroll records of the Company.
Sunstone Hotel Investors, Inc.
15 Enterprise, Suite 200
Aliso Viejo, California 92656
Attn: Corporate Secretary
with a copy to:
Latham & Watkins
355 South Grand Ave., Suite 100
Los Angeles, California 90071-1560
Attn: Steven Stokdyk, Esq.
Either party may hereafter notify the other in writing of any change in address. Any notice hereunder shall be deemed duly given when received by the person to whom it was sent.
[Signature Page Follows]
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.
| KLEIN | ||
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| /s/ David Klein | ||
| David Klein | ||
| SUNSTONE HOTEL INVESTORS, INC. | ||
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| By: | /s/ Bryan A. Giglia | |
| Name: | Bryan A. Giglia | |
| Title: | Chief Executive Officer | |
| SUNSTONE HOTEL PARTNERSHIP, LLC | ||
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| By: | /s/ Bryan A. Giglia | |
| Name: | Bryan A. Giglia | |
| Title: | Chief Executive Officer | |
Prior Awards
Grant Date | Number of Shares* | Award Type | Plan |
February 12, 2024 | 5,441 | RSA | 2022 Plan |
February 10, 2025 | 10,766 | RSA | 2022 Plan |
February 11, 2026 | 20,718 | RSA | 2022 Plan |
February 12, 2024 | 48,974 | RSU | 2022 Plan |
February 10, 2025 | 48,450 | RSU | 2022 Plan |
February 11, 2026 | 62,155 | RSU | 2022 Plan |
*With respect to performance-based restricted stock unit awards, reflects the target number of shares that may be earned.
EXHIBIT B
GENERAL RELEASE
For 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 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. Notwithstanding the foregoing, this general release (the “Release”) shall not operate to release any rights or claims of the undersigned (i) to payments or benefits under Section 2.2 of that certain Separation Agreement, dated as of May 1, 2026, between Sunstone Hotel Investors, Inc., Sunstone Operating Partnership, LLC and the undersigned (the “Separation Agreement”), (ii) to accrued or vested benefits the undersigned may have, if any, as of the date hereof under any applicable plan, policy, practice, program, contract or agreement with the Company, (iii) to any Claims, including claims for indemnification and/or advancement of expenses arising under any indemnification agreement between the undersigned and the Company or under the bylaws, certificate of incorporation of other similar governing document of the Company, (iv) to any Claims which cannot be waived by an employee under applicable law or (v) with respect to the undersigned’s right to communicate directly with, cooperate with, or provide information to, any federal, state or local government regulator.
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 THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.”
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;
(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, provided, however, that this paragraph shall not apply to a Claim solely to the extent the undersigned challenges the effectiveness of the release as to claims under the Age Discrimination in Employment Act.
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 _____ 2026.
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| David Klein |