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EXHIBIT 99.8
SUNSTONE HOTEL INVESTORS, INC.
1994 DIRECTORS PLAN
AUTOMATIC DIRECT STOCK ISSUANCE AGREEMENT
AGREEMENT made as of this _______ day of __________, 199__ by
and between Sunstone Hotel Investors, Inc., a Maryland corporation (the
"Corporation"), and 1~ ("Participant"), a participant in the Corporation's 1994
Directors Plan.
All capitalized terms in this Agreement shall have the meaning
assigned to them in this Agreement or in the attached Appendix.
A. ISSUANCE OF SHARES.
1. ISSUANCE. In consideration for services rendered the
Corporation by Participant in his or her capacity as a non-employee member of
the Board, 2~ shares of Common Stock (the "Shares") are hereby issued to
Participant pursuant to the terms and conditions of the Automatic Stock Issuance
Program of Article Three of the Plan.
2. ASSIGNMENT SEPARATE FROM CERTIFICATE. Concurrently with the
delivery of this Agreement to the Corporation, Participant shall deliver a
duly-executed blank Assignment Separate from Certificate (in the form attached
hereto as Exhibit I) with respect to the Shares.
3. PLAN SUMMARY AND PROSPECTUS. Participant acknowledges
receipt of a copy of the Plan Summary and Prospectus for the Plan attached
hereto as Exhibit II.
B. VESTING OF SHARES.
1. SHARES SUBJECT TO CANCELLATION. The Shares shall be
unvested as of the date hereof. Should Participant cease to remain in Board
service prior to the expiration of the six (6)-month period measured from the
date hereof, the Shares shall be immediately surrendered to the Corporation for
cancellation, and Participant shall have no further stockholder rights with
respect to such shares. Upon completion by Participant of six (6) months of
service as a Board member following the date hereof, the Shares shall become
fully vested shares of Common Stock.
2. ESCROW. Until such time as Participant has vested in the
Shares, the stock certificates evidencing such shares shall be held in escrow by
the Corporation.
3. STOCKHOLDER RIGHTS. Until such time as Participant has
vested in the Shares, Participant (or any successor in interest) shall have all
the rights of a stockholder
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(including voting, dividend and liquidation rights) with respect to the Shares,
subject, however, to the transfer restrictions of Article C.
4. RESTRICTIVE LEGEND. The stock certificates for the Shares
shall be endorsed with the following restrictive legend;
"These securities are subject to cancellation by the Issuer
during the six (6)-month period beginning ____________, 199__
pursuant to the terms and conditions of a written agreement
dated as of such date between the Issuer and the registered
holder of the securities (or the predecessor in interest to
the securities). A copy of such agreement is maintained at the
Issuer's principal corporate offices."
5. RECAPITALIZATION. Any new, substituted or additional
securities or other property (including money paid other than as a regular cash
dividend) which the Participant may have the right to receive with respect to
the Shares by reason of any stock dividend, stock split, recapitalization,
combination of shares, exchange of shares or other change affecting the
outstanding Common Stock as a class without the Corporation's receipt of
consideration shall be issued subject to (i) the same vesting requirements
applicable to the Shares and (ii) the same escrow provisions applicable to the
Shares.
6. CORPORATE TRANSACTION/CHANGE IN CONTROL. In the event of a
Corporate Transaction or a Change in Control, the Shares shall immediately vest
in full.
C. TRANSFER RESTRICTIONS.
1. RESTRICTIONS ON TRANSFER. Except for any Permitted
Transfer, Participant shall not transfer, assign, encumber or otherwise dispose
of any of the Shares until Participant shall have vested in such shares.
2. TRANSFEREE OBLIGATIONS. Each person (other than the
Corporation) to whom the Shares are transferred by means of a Permitted Transfer
must, as a condition precedent to the validity of such transfer, acknowledge in
writing to the Corporation that such person is bound by the provisions of this
Agreement and that the transferred shares are subject to cancellation by the
Corporation in accordance with the terms of the Plan and this Agreement, to the
same extent such shares would be so subject if retained by Participant.
D. SPECIAL TAX ELECTION.
The acquisition of the Shares may result in adverse tax
consequences which may be avoided or mitigated by filing an election under Code
Section 83(b). Such election must be filed within thirty (30) days after the
date of this Agreement. A description of the tax
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consequences applicable to the acquisition of the Shares and the form for making
the Code Section 83(b) election are set forth in Exhibit III. PARTICIPANT SHOULD
CONSULT WITH HIS OR HER TAX ADVISOR TO DETERMINE THE TAX CONSEQUENCES OF
ACQUIRING THE SHARES AND THE ADVANTAGES AND DISADVANTAGES OF FILING THE CODE
SECTION 83(B) ELECTION. PARTICIPANT ACKNOWLEDGES THAT IT IS PARTICIPANT'S SOLE
RESPONSIBILITY, AND NOT THE CORPORATION'S, TO FILE A TIMELY ELECTION UNDER CODE
SECTION 83(B), EVEN IF PARTICIPANT REQUESTS THE CORPORATION OR ITS
REPRESENTATIVES TO MAKE THIS FILING ON HIS OR HER BEHALF.
E. MISCELLANEOUS PROVISIONS.
1. NO IMPAIRMENT OF RIGHTS. Nothing in this Agreement or in
the Plan shall in any way be construed or interpreted so as to affect adversely
or otherwise impair the right of the Corporation or the stockholders to remove
Participant from the Board at any time in accordance with the provisions of
applicable law.
2. PARTICIPANT UNDERTAKING. Participant hereby agrees to take
whatever additional action and execute whatever additional documents the
Corporation may deem necessary or advisable in order to carry out or effect one
or more of the obligations or restrictions imposed on either Participant or the
Shares pursuant to the express provisions of this Agreement.
3. AGREEMENT IS ENTIRE CONTRACT. This Agreement constitutes
the entire contract between the parties hereto with regard to the subject matter
hereof. This Agreement is made pursuant to the provisions of the Plan and shall
in all respects be construed in conformity with the express terms and provisions
of the Plan.
4. GOVERNING LAW. This Agreement shall be governed by, and
construed in accordance with, the laws of the State of California, as such laws
are applied to contracts entered into and performed in such State, without
resort to that State's conflict-of-laws rules.
5. COUNTERPARTS. This Agreement may be executed in
counterparts, each of which shall be deemed to be an original, but all of which
together shall constitute one and the same instrument.
6. SUCCESSORS AND ASSIGNS. The provisions of this Agreement
shall inure to the benefit of, and be binding upon, the Corporation and its
successors and assigns and Participant and Participant's legal representatives,
heirs, legatees, distributees, assigns and transferees by operation of law,
whether or not any such person shall have become a party to this Agreement and
have agreed in writing to join herein and be bound by the terms and conditions
hereof.
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IN WITNESS WHEREOF, the parties have executed this Agreement
on the day and year first indicated above.
SUNSTONE HOTEL INVESTORS, INC.
By:
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Title:
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Address: 000 Xxxxx Xx Xxxxxx Xxxx, Xxxxx 000
Xxx Xxxxxxxx, Xxxxxxxxxx 00000
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FIELD (1) PARTICIPANT
Address:
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Print name in exact manner
it is to appear on the
stock certificate:
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Address to which certificate
is to be sent, if different
from address above:
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Social Security Number:
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EXHIBIT I
ASSIGNMENT SEPARATE FROM CERTIFICATE
FOR VALUE RECEIVED FIELD (1) hereby sell(s), assign(s) and
transfer(s) unto Sunstone Hotel Investors, Inc. (the "Corporation"), __________
(________) shares of the Common Stock of the Corporation standing in his or her
name on the books of the Corporation represented by Certificate No.___________
herewith and do hereby irrevocably constitute and appoint ______________Attorney
to transfer the said stock on the books of the Corporation with full power of
substitution in the premises.
Dated: __________ ____________________________
Signature
INSTRUCTION: Please do not fill in any blanks other than the signature line.
Please sign exactly as you would like your name to appear on the issued stock
certificate. The purpose of this
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assignment is to enable the Corporation to transfer any shares which are
surrendered for cancellation upon your early termination of Board service
without requiring additional signatures.
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EXHIBIT II
PLAN SUMMARY AND PROSPECTUS - 1994 DIRECTORS PLAN
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EXHIBIT III
SECTION 83(b) TAX ELECTION
This statement is being made under Section 83(b) of the Internal Revenue Code,
pursuant to Treas. Reg. Section 1.83-2.
(1) The taxpayer who performed the services is:
Name:
Address:
Taxpayer Ident. No.:
(2) The property with respect to which the election is being made
is __________ shares of the common stock of Sunstone Hotel Investors,
Inc.
(3) The property was issued on ____________, 199__.
(4) The taxable year in which the election is being made is the calendar
year 199 .
(5) The property is subject to cancellation by the issuer in the event the
taxpayer's service with the issuer terminates prior to ____________,
199__.
(6) The fair market value at the time of transfer (determined without
regard to any restriction other than a restriction which by its terms
will never lapse) is $ per share.
(7) The amount paid for such property is $______________ per share.
(8) A copy of this statement was furnished to Sunstone Hotel Investors,
Inc. for whom taxpayer rendered the services underlying the transfer of
property.
(9) This statement is executed on ________________________, 199_.
__________________________ __________________________________
Spouse (if any) Taxpayer
This election must be filed with the Internal Revenue Service Center with which
taxpayer files his or her Federal income tax returns and must be made within
thirty (30) days after the execution date of the Stock Issuance Agreement. This
filing should be made by registered or certified mail, return receipt requested.
Participant must retain two (2) copies of the completed form for filing with his
or her Federal and state tax returns for the current tax year and an additional
copy for his or her records.
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APPENDIX
The following definitions shall be in effect under the
Agreement:
A. AGREEMENT shall mean this Automatic Direct Stock Issuance
Agreement.
B. BOARD shall mean the Corporation's Board of Directors.
C. CHANGE IN CONTROL shall mean a change in ownership or control
of the Corporation effected through either of the following
transactions:
(i) the acquisition, directly or indirectly, by any
person or related group of persons (other than the Corporation or a
person that directly or indirectly controls, is controlled by, or is
under common control with, the Corporation) of beneficial ownership
(within the meaning of Rule 13d-3 of the 0000 Xxx) of securities
possessing more than fifty percent (50%) of the total combined voting
power of the Corporation's outstanding securities pursuant to a tender
or exchange offer made directly to the Corporation's stockholders which
the Board does not recommend such stockholders to accept, or
(ii) a change in the composition of the Board over a
period of thirty-six (36) consecutive months or less such that a
majority of the Board members ceases, by reason of one or more
contested elections for Board membership, to be comprised of
individuals who either (A) have been Board members continuously since
the beginning of such period or (B) have been elected or nominated for
election as Board members during such period by at least a majority of
the Board members described in clause (A) who were still in office at
the time the Board approved such election or nomination.
D. CODE shall mean the Internal Revenue Code of 1986, as amended.
E. COMMON STOCK shall mean the Corporation's common stock.
F. CORPORATE TRANSACTION shall mean any of the following
stockholder-approved transactions to which the Corporation is
a party:
(i) a merger or consolidation in which the Corporation
is not the surviving entity, except for a transaction the principal
purpose of which is to change the state in which the Corporation is
incorporated;
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(ii) the sale, transfer or other disposition of all or
substantially all of the assets of the Corporation in complete
liquidation or dissolution of the Corporation; or
(iii) any reverse merger in which the Corporation is the
surviving entity but in which securities possessing more than fifty
percent (50%) of the total combined voting power of the Corporation's
outstanding securities are transferred to a person or persons different
from the persons holding those securities immediately prior to such
merger.
G. CORPORATION shall mean Sunstone Hotel Investors, Inc., a Maryland
corporation.
H. PERMITTED TRANSFER shall mean (i) a gratuitous transfer of the
Shares, provided and only if Participant obtains the Corporation's prior written
consent to such transfer, or (ii) a transfer of title to the Shares effected
pursuant to Participant's will or the laws of intestate succession following
Participant's death.
I. PLAN shall mean the Corporation's 1994 Directors Plan.
J. SHARES shall have the meaning assigned to such term in Paragraph
A.1.
