exv10w32



 






EXHIBIT 10.32




AMENDMENT 1

TO THE

SUNRISE ASSISTED LIVING, INC.

LONG TERM INCENTIVE CASH BONUS PLAN




     Sunrise Senior Living, Inc. (the “Company”) hereby amends the terms of the Sunrise Assisted
Living, Inc. Long Term Incentive Cash Bonus Plan (the “Plan”), effective July 19, 2004 or as
otherwise set forth herein, as follows:


1. The name of the Plan shall be the “Sunrise Senior Living, Inc. Long Term Incentive Cash Bonus
Plan.”



2. Section 2.10 of the Plan, “Company,” is amended to read as follows:




     “Company” means Sunrise Senior Living, Inc., a Delaware corporation.”


3. Section 2.20 of the Plan, “Plan,” is amended to read as follows:




     “Plan” means this Sunrise Senior Living, Inc. Long Term Incentive Cash Bonus Plan, as amended
from time to time.”


4. A new Section 2.23 is added to the Plan to read as follows and all subsequent definitions are
renumbered accordingly:




     “PRICOA/Sunrise JV Boards” means the board of directors of either or both of PS UK (Jersey)
GP Limited and PS Germany (Jersey) GP Limited.”


5. Section 2.24 of the Plan, “Year of Service,” renumbered as Section 2.25 of the Plan with this
Amendment 1, is amended to read as follows:




     “Year of Service” means the total number of full years in which a Participant has been
employed by the Company since the date of a Bonus Award. For purposes of this definition, a year
of employment shall be a 365 day period (or 366 day period in the case of a leap year) that, for
the first year of employment, commences on the Participant’s date of Bonus Award and for any
subsequent year, commences on an anniversary of that Bonus Award date. Any partial year of
employment shall not be counted. For a Participant listed in Appendix A, at the discretion of the
Company, service as the Company’s representative as a non-employee member of the PRICOA/Sunrise JV
Boards (the “Company Representative”) shall be deemed to be employment by the Company for purposes
of calculating Years of Service.



 









 




6. Section 3 of the Plan, “Eligibility and Participation,” is amended to read as follows:




     “Participation in the Plan shall be limited to officers and other employees of the Company who
are designated to be eligible. The Compensation Committee will designate the Executive Officers to
be eligible under the Plan. The Board or the Administrative Committee will designate the
Non-Executive Officers to be eligible under the Plan. The Compensation Committee will determine the
Executive Officers who will participate under the Plan. The Administrative Committee will
determine the Non-Executive Officers who will participate under the Plan. Notwithstanding
the foregoing, an individual serving as the Company Representative may be designated by the
Compensation Committee, in its sole discretion, as a Participant in the Plan and shall for all
purposes under the Plan be deemed to be and treated as an employee and Executive Officer. For such
purposes, the Company Representative designated by the Compensation Committee as a Participant
shall be listed in Appendix A.”


7. Section 7.2 of the Plan, “Acceleration of Vesting,” is amended to read as follows:




     “Notwithstanding Section 7.1, a Participant shall become 100% vested in his or her Bonus
Amount upon (a) the Participant’s termination from employment or termination of his or her status
as the Company Representative by reason of death, Disability, Normal Retirement or in connection
with a Change of Control, (b) the Participant’s termination of employment or termination of his or
her status as the Company Representative by the Company without Cause, (c) termination of
employment or termination of a Participant’s status as the Company Representative by the
Participant for Good Reason, or (d) the termination of the Plan pursuant to Section 12.2.”


8. Section 9.1 of the Plan, “Termination Prior To 100% Vesting,” is re-titled “Termination Without
Good Reason” and is amended to read as follows:




     “If a Participant terminates employment with the Company or terminates his or her status as
the Company Representative without Good Reason, then the Participant shall be eligible for the
amounts that would have otherwise been payable to him or her to the extent that the Participant’s
Bonus Amount has vested pursuant to Section 7. Such distribution(s), if any, will be made to the
Participant in the same form and at the same time that all other Participants under the Plan
receive their distributions. The Participant shall forfeit all rights to the unvested Bonus Amount
and shall forfeit all rights to any distribution for the unvested portion of the Participant’s
accumulated Bonus Account.”



2









 




9. Section 9.2 of the Plan, “Termination Upon Death, Disability, or Retirement is amended to read
as follows:




     “If a Participant’s employment with the Company or status as the Company Representative
terminates by reason of the Participant’s death, Disability, or Normal Retirement, then the
Participant (or the Participant’s Beneficiary in the case of a Participant’s death) shall be fully
vested in his or her Bonus Amount and shall be eligible for the amounts that would have otherwise
been payable to him or her with respect to such Bonus Amount. Such distribution(s), if any, will
be made to the Participant (or the Participant’s Beneficiary in the case of a Participant’s death)
in the same form and at the same time that all other Participants under the Plan receive their
distributions.


10. Section 9.3 of the Plan, “Termination Without Cause,” is amended to read as follows:




     “If the Company terminates a Participant’s employment or status as the Company Representative
other than for Cause, then the Participant shall be fully vested in his or her Bonus Amount and
shall be eligible for the amounts that would have otherwise been payable to him or her with respect
to such Bonus Amount. Such distribution(s), if any, will be made to the Participant in the same
form and at the same time that all other Participants under the Plan receive their distributions.


11. Section 9.4 of the Plan, “Termination For Good Reason” and is amended to read as follows:




     “If a Participant terminates employment with the Company or terminates his or her status as
the Company Representative for Good Reason, then the Participant shall be fully vested in his or
her Bonus Amount and shall be eligible for the amounts that would have otherwise been payable to
him or her with respect to such Bonus Amount. Such distribution(s), if any, will be made to the
Participant in the same form and at the same time that all other Participants under the Plan
receive their distributions.


12. Section 9.5 of the Plan, “Termination In Connection With A Change In Control” and is amended to
read as follows:




     “If a Participant’s employment with the Company or status as the Company Representative
terminates in connection with a Change of Control, then the Participant shall be fully vested in
his or her Bonus Amount and shall be eligible for the amounts that would have otherwise been
payable to him or her with respect to such Bonus Amount. Such distribution(s), if any, will be
made to the Participant in the same form and at the same time that all other Participants under the
Plan receive their distributions.



3









 




13. Section 9.6 of the Plan, “Other Termination,” is re-titled “Termination For Cause” and is
amended to read as follows:




     “If a Participant’s employment with the Company or status as the Company Representative is
terminated for Cause, then the Participant shall be eligible for the amounts that would have
otherwise been payable to him or her to the extent that the Participant’s Bonus Amount has vested
pursuant to Section 7. Such distribution(s), if any, will be made to the Participant in the same
form and at the same time that all other Participants under the Plan receive their distributions.
The Participant shall forfeit all rights to the unvested Bonus Amount and shall forfeit all rights
to any distribution for the unvested portion of the Participant’s accumulated Bonus Account.”


14. A new Appendix, Appendix A, “Non-Employee Directors of the PRICOA/Sunrise JV Boards
Designated By Compensation Committee as Participants and Deemed To Be and Treated As Employees and
Executive Officers Under the Plan” is added to the Plan to read as follows:




"Sunrise Senior Living, Inc. Long Term Incentive Cash Bonus Plan




Appendix A




Non-Employee Directors of the PRICOA/Sunrise JV Boards

Designated By Compensation Committee as Participants and Deemed To Be and Treated As Employees and Executive Officers Under the Plan




     1. Christian B. A. Slavin”



* * * * *




     In all respects not amended, the Plan is confirmed and ratified. All capitalized terms not
defined herein shall have the meaning ascribed in the Plan.



     This Amendment 1 to the Plan was duly approved by the Compensation Committee of the Board of
Directors of the Company on the 19th day of July, 2004.



	 	 	 	 	 
	 	 	/s/ John F. Gaul
	 	 	 
	

	 	Name:
	 	John F. Gaul
	

	 	Title:
	 	Assistant Secretary
	

	 	 	 	 






4









 






Sunrise Senior Living, Inc. Long Term Incentive Cash Bonus Plan




Appendix A




Non-Employee Directors of the PRICOA/Sunrise JV Boards

Designated By Compensation Committee as Participants and Deemed To Be and Treated As Employees and Executive Officers Under the Plan




     1. Christian B.A. Slavin




5