exv10w19





Exhibit 10.19



SUNRISE SENIOR LIVING, INC.

2008 OMNIBUS INCENTIVE PLAN



RESTRICTED STOCK AGREEMENT



Sunrise Senior Living, Inc., a Delaware corporation (the “Company”), hereby grants shares of its
common stock, $0.01 par value (the “Stock”), to the Grantee named below. Additional terms and
conditions of the grant are set forth in this cover sheet and in the attachment (collectively, the
“Agreement”) and in the Company’s 2008 Omnibus Incentive Plan (the “Plan”).




Grant Date:                                         , ____



Name of
Grantee:                                                             
                    



Grantee’s Employee Identification Number:           -          -          



Number of
Shares of Stock Covered by Grant:                     



Purchase Price per Share of Stock: $0.01


     By signing this cover sheet, you agree to all of the terms and conditions described in this
Agreement and in the Plan, a copy of which is also attached. You acknowledge that you have
carefully reviewed the Plan, and agree that the Plan will control in the event any provision of
this Agreement is inconsistent with the Plan. Certain capitalized terms used in this Agreement are
defined in the Plan, and have the meaning set forth in the Plan.




	 	 	 	 	 	 	 	 	 
	Grantee:

	 	 	 	Date:	 	 	 	 
	 

	 	 

(Signature)
	 	 	 	 

	 	 
	 
	 	 	 	 	 	 	 	 
	Company:

	 	 	 	Date:	 	 	 	 
	 

	 	 

(Signature)
	 	 	 	 

	 	 
	 
	 	 	 	 	 	 	 	 
	Title:

	 	                                        	 	 	 	 	 	 





Attachment



This is not a stock certificate or a negotiable instrument.



 









 





SUNRISE SENIOR LIVING, INC.

2008 OMNIBUS INCENTIVE PLAN



RESTRICTED STOCK AGREEMENT




	 	 	 
	Restricted Stock/ Nontransferability

	 	This grant is an award of Stock in
the number of shares set forth on
the cover sheet, at the purchase
price set forth on the cover sheet,
and subject to the vesting
conditions described below
(“Restricted Stock”). The purchase
price is deemed paid by your prior
services to the Company. To the
extent not yet vested, your
Restricted Stock may not be sold,
transferred, pledged or otherwise
encumbered or disposed of, whether
by operation of law or otherwise.
	 
	 	 
	Vesting

	 	The Company will issue your
Restricted Stock in your name as of
the Grant Date.
	 
	 	 
	 

	 	Your right to the Stock under this
Restricted Stock Agreement vests as
to one-third (1/3) of the total
number of shares of Stock covered by
this grant, as shown on the cover
sheet, on each of the next three
one-year anniversaries of the Grant
Date (each an “Anniversary Date”),
provided you then continue in
Service. If, however, such
Anniversary Date occurs during a
period in which you are restricted
from selling shares of Stock in the
open market because you are not then
eligible to sell under the Company’s
insider trading or similar plan as
then in effect (whether because a
trading window is not open or you
are otherwise restricted from
trading), vesting in such shares of
Stock will be delayed until the
earlier of (A) the first date on
which you are no longer prohibited
from selling shares of Stock under
the insider trading plan restriction
(the “Vesting Date”), and (B) the
date of the termination of
employment due to involuntary
termination by the Company or your
death or Disability, but in no event
beyond 2 1/2 months after the end of
the year in which the shares would
have vested, and provided, further,
that you have been continuously in
Service to the Company or a
Subsidiary from the Grant Date until
the Vesting Date. The resulting
aggregate number of vested shares of
Stock will be rounded to the nearest
whole number, and you cannot vest in
more than the number of shares
covered by this grant.






 









 






	 	 	 
	Forfeiture of Unvested Stock

	 	In the event that your Service
terminates for any reason, you will
forfeit to the Company all of the
shares of Stock subject to this
grant that have not yet vested or
with respect to which all applicable
restrictions and conditions have not
lapsed.
	 
	 	 
	Leaves of Absence

	 	For purposes of this Restricted
Stock Agreement, your Service does
not terminate when you go on a bona
fide employee leave of absence that
was approved by the Company or an
Affiliate in writing, if the terms
of the leave provide for continued
Service crediting, or when continued
Service crediting is required by
applicable law. However, your
Service will be treated as
terminating 90 days after you went
on employee leave, unless your right
to return to active work is
guaranteed by law or by a contract.
Your Service terminates in any event
when the approved leave ends unless
you immediately return to active
employee work.
	 
	 	 
	 

	 	The Company determines, in its sole
discretion, which leaves count for
this purpose, and when your Service
terminates for all purposes under
the Plan.
	 
	 	 
	Issuance

	 	The issuance of the Stock under this
grant shall be evidenced in such a
manner as the Company, in its
discretion, will deem appropriate,
including, without limitation,
book-entry registration or issuance
of one or more Stock certificates.
As your interest in the Stock vests
as described above, the recordation
of the number of shares of
Restricted Stock attributable to you
will be appropriately modified.
	 
	 	 
	Withholding Taxes

	 	You agree, as a condition of this
grant, that you will make acceptable
arrangements to pay any withholding
or other taxes that may be due as a
result of the payment of dividends
or the vesting of Stock acquired
under this grant. In the event that
your employer determines that any
federal, state, or local tax or
withholding payment is required
relating to the payment of dividends
or the vesting of shares arising
from this grant, your employer shall
have the right to require such
payments from you, or withhold such
amounts from other payments due to
you. Subject to the prior approval
of the Compensation Committee, which
may be withheld by the Compensation
Committee, in its sole discretion,
you may elect to satisfy this
withholding obligation, in whole or
in part, by causing the Company to
withhold shares of Stock otherwise
issuable to you or by delivering to
the Company shares of Stock already
owned by you. The shares of Stock
so delivered or withheld must have
an aggregate Fair Market Value equal
to the withholding obligation and
may not be subject to any
repurchase, forfeiture, unfulfilled
vesting, or other similar
requirements.






 









 





	 	 	 
	Section 83(b)
Election

	 	Under Section 83 of the Internal
Revenue Code of 1986, as amended
(the “Code”), the difference between
the purchase price paid for the
shares of Stock and their fair
market value on the date any
forfeiture restrictions applicable
to such shares lapse will be
reportable as ordinary income at
that time. For this purpose,
“forfeiture restrictions” include
the forfeiture as to unvested Stock
described above. You may elect to
be taxed at the time the shares are
acquired, rather than when such
shares cease to be subject to such
forfeiture restrictions, by filing
an election under Section 83(b) of
the Code with the Internal Revenue
Service within thirty (30) days
after the Grant Date. You will have
to make a tax payment to the extent
the purchase price is less than the
fair market value of the shares on
the Grant Date. No tax payment will
have to be made to the extent the
purchase price is at least equal to
the fair market value of the shares
on the Grant Date. The form for
making this election is attached as
Exhibit A hereto. Failure to make
this filing within the thirty (30)
day period will result in the
recognition of ordinary income by
you (in the event the fair market
value of the shares as of the
vesting date exceeds the purchase
price) as the forfeiture
restrictions lapse.
	 
	 	 
	 

	 	YOU ACKNOWLEDGE THAT IT IS YOUR SOLE
RESPONSIBILITY, AND NOT THE
COMPANY’S, TO FILE A TIMELY ELECTION
UNDER SECTION 83(b), EVEN IF YOU
REQUEST THE COMPANY OR ITS
REPRESENTATIVES TO MAKE THIS FILING
ON YOUR BEHALF. YOU ARE RELYING
SOLELY ON YOUR OWN ADVISORS WITH
RESPECT TO THE DECISION AS TO
WHETHER OR NOT TO FILE ANY 83(b)
ELECTION.





 








 






	 	 	 
	Change in Control

	 	Notwithstanding the vesting schedule
set forth above, upon the
consummation of a Change in Control,
this award will become 100% vested
(i) if it is not assumed, or
equivalent awards are not
substituted for the award, by the
Company or its successor, or (ii) if
assumed or substituted for, upon
your Involuntary Termination within
the 12-month period following the
consummation of the Change in
Control.
	 
	 	 
	 

	 	“Involuntary Termination” means
termination of your Service by
reason of (i) your involuntary
dismissal by the Company or any
Affiliate or their successor for
reasons other than Cause; or (ii)
your voluntary resignation for good
reason as defined in any applicable
employment or severance agreement,
plan, or arrangement between you and
the Company or any Affiliate, or if
none, then as set forth in the Plan
following (x) a substantial adverse
alteration in your title or
responsibilities from those in
effect immediately prior to the
Change in Control; (y) a reduction
in your annual base salary as of
immediately prior to the Change in
Control (or as the same may be
increased from time to time) or a
material reduction in your annual
target bonus opportunity as of
immediately prior to the Change in
Control; or (z) the relocation of
your principal place of employment
to a location more than 35 miles
from your principal place of
employment as of the Change in
Control or the Company or any
Affiliate requiring you to be based
anywhere other than such principal
place of employment (or permitted
relocation thereof) except for
required travel on the business to
an extent substantially consistent
with your business travel
obligations as of immediately prior
to the Change in Control.
	 
	 	 
	Retention Rights

	 	This Agreement does not give you the
right to be retained or employed by
the Company (or any of its
Affiliates) in any capacity. The
Company (and any Affiliates) reserve
the right to terminate your Service
at any time and for any reason.






 









 






	 	 	 
	Shareholder Rights

	 	You have the right to vote the
Restricted Stock and to receive any
dividends declared or paid on such
stock. Any distributions you
receive as a result of any stock
split, stock dividend, combination
of shares or other similar
transaction shall be deemed to be a
part of the Restricted Stock and
subject to the same conditions and
restrictions applicable thereto.
The Company may in its sole
discretion require any dividends
paid on the Restricted Stock to be
reinvested in shares of Stock, which
the Company may in its sole
discretion deem to be a part of the
shares of Restricted Stock and
subject to the same conditions and
restrictions applicable thereto.
Except as described in the Plan, no
adjustments are made for dividends
or other rights if the applicable
record date occurs before your stock
certificate is issued or an
appropriate book entry is made.
	 
	 	 
	Repurchase Rights

	 	The Company has the right to
reacquire any or all of the shares
of Stock acquired pursuant to this
Restricted Stock Grant for two years
after such shares of Stock vest, at
a price equal to the par value of
such shares, (i) if you violate any
agreement covering (a)
non-competition with the Company or
an Affiliate or (b) non-disclosure
of confidential information of the
Company or an Affiliate, (ii) if you
are terminated for Cause or (iii)
if, subsequent to termination of
your service with the Company or an
Affiliate, the Board determines that
you committed acts or omissions
which would have been the basis for
a termination of your service for
Cause had such acts or omissions
been discovered prior to termination
of your service. A notice of
repurchase shall specify the date of
closing of such repurchase, which
shall be no later than 30 days from
the date the Company exercises such
right. In the event any such
repurchase right is exercised, you
shall be obligated to sell such
stock to the Company. If the shares
of Stock have been sold prior to the
Board’s determination, you shall be
required to pay to the Company an
amount equal to the amount realized
on such sale by you.






 









 






	 	 	 
	 

	 	For purposes of this Agreement,
“Cause” means termination of your
employment by the Company or an
Affiliate if (a) you are indicted
for, convicted of, or plead nolo
contendre to, a felony; (b) you are
found guilty by a court of having
committed a crime involving moral
turpitude and such conviction is
affirmed on appeal or the time for
appeal has expired; (c) in the
reasonable judgment of the Board,
you have compromised trade secrets
or other similarly valuable
proprietary information of the
Company; (d) in the reasonable
judgment of the Board, you have
engaged in gross or willful
misconduct that causes harm to the
business and operations of the
Company or any of its affiliates,
the continuation of which will
continue to harm the business and
operations of the Company or any of
its affiliates in the future; (e)
your continued and substantial
failure to attempt in good faith to
perform your duties with the Company
(other than failure resulting from
your incapacity due to physical or
mental illness or injury), which
failure has continued for a period
of at least ten (10) days after
written notice from the Company; or
(f) your failure to attempt in good
faith to promptly follow a written
direction of the Board or a more
senior officer, provided that the
failure shall not be considered
Cause if you, in good faith, believe
that such direction, or
implementation thereof, is illegal
or inconsistent with the Company’s
policies and you promptly so notify
the Chair of the Board in writing.
	 
	 	 
	Adjustments

	 	In the event of a stock split, a
stock dividend or a similar change
in the Company Stock, the number of
shares covered by this grant may be
adjusted (and rounded down to the
nearest whole number) pursuant to
the Plan. Your Restricted Stock
shall be subject to the terms of the
agreement of merger, liquidation or
reorganization in the event the
Company is subject to such corporate
activity in accordance with the
terms of the Plan.
	 
	 	 
	Legends

	 	All certificates representing the
Stock issued in connection with this
grant shall, where applicable, have
endorsed thereon the following
legend:






 









 






	 	 	 
	 

	 	“THE SHARES REPRESENTED BY THIS
CERTIFICATE ARE SUBJECT TO CERTAIN
RESTRICTIONS ON TRANSFER SET FORTH
IN AN AGREEMENT BETWEEN THE COMPANY
AND THE REGISTERED HOLDER, OR HIS OR
HER PREDECESSOR IN INTEREST. A COPY
OF SUCH AGREEMENT IS ON FILE AT THE
PRINCIPAL OFFICE OF THE COMPANY AND
WILL BE FURNISHED UPON WRITTEN
REQUEST TO THE SECRETARY OF THE
COMPANY BY THE HOLDER OF RECORD OF
THE SHARES REPRESENTED BY THIS
CERTIFICATE.”
	 
	 	 
	 

	 	Further, the written statement
required by Section 151(f) of the
Delaware General Corporation Law to
holders of Restricted Stock held in
book-entry form shall contain a
similar legend.
	 
	 	 
	Applicable Law

	 	This Agreement will be interpreted
and enforced under the laws of the
State of Delaware, other than any
conflicts or choice of law rule or
principle that might otherwise refer
construction or interpretation of
this Agreement to the substantive
law of another jurisdiction.
	 
	 	 
	The Plan

	 	The text of the Plan is incorporated
in this Agreement by reference.
	 
	 	 
	 

	 	This Agreement and the Plan
constitute the entire understanding
between you and the Company
regarding this grant of Restricted
Stock. Any prior agreements,
commitments or negotiations
concerning this grant are
superseded.
	 
	 	 
	Data Privacy

	 	In order to administer the Plan, the
Company or any Affiliate may process
personal data about you. Such data
includes but is not limited to the
information provided in this
Agreement and any changes thereto,
other appropriate personal and
financial data about you such as
home address and business addresses
and other contact information,
payroll information and any other
information that might be deemed
appropriate by the Company and any
Affiliate to facilitate the
administration of the Plan.
	 
	 	 
	 

	 	By accepting this grant, you give
explicit consent to the Company and
any Affiliate to process any such
personal data. You also give
explicit consent to the Company and
any Affiliate to transfer any such
personal data outside the country in
which you work or are employed,
including, with respect to non-U.S.
resident Grantees, to the United
States, to transferees who shall
include the Company and any
Affiliate and other persons who are
designated by the Company to
administer the Plan.






 









 








	 	 	 
	Consent to Electronic Delivery

	 	The Company may choose to deliver
certain statutory materials relating
to the Plan in electronic form. By
accepting this grant you agree that
the Company may deliver the Plan
prospectus and the Company’s annual
report to you in an electronic
format. If at any time you would
prefer to receive paper copies of
these documents, as you are entitled
to, the Company would be pleased to
provide copies. Please contact the
General Counsel at (703) 273-7500 to
request paper copies of these
documents.
	 
	 	 
	Electronic Signature

	 	All references to signatures and
delivery of documents in this
Agreement can be satisfied by
procedures the Company has
established or may establish for an
electronic signature system for
delivery and acceptance of any such
documents, including this Agreement.
Your electronic signature is the
same as, and shall have the same
force and effect as, your manual
signature. Any such procedures and
delivery may be effected by a third
party engaged by the Company to
provide administrative services
related to the Plan.





     By signing the cover sheet of this Agreement, you agree to all of the terms and conditions
described above and in the Plan.



 









 




EXHIBIT A



ELECTION UNDER SECTION 83(b) OF

THE INTERNAL REVENUE CODE



     The undersigned hereby makes an election pursuant to Section 83(b) of the Internal Revenue
Code with respect to the property described below and supplies the following information in
accordance with the regulations promulgated thereunder:



          1.     The name, address and social security number of the undersigned:




		
	          Name:	 






		
	          Address:	 






		
	          	 






		
	          Social Security No. :	 





          2.     Description of property with respect to which the election is being made:



                     shares of common stock, par value $0.01 per share, of Sunrise Senior Living, Inc., a Delaware
corporation, (the “Company”).



          3.     The date on which the property was transferred is                           , 200  .



          4.     The taxable year to which this election relates is calendar year 200  .



          5.     Nature of restrictions to which the property is subject:



          The shares of stock are subject to the provisions of a Restricted Stock Agreement between the
undersigned and the Company. The shares of stock are subject to forfeiture under the terms of the
Agreement.



          6.     The fair market value of the property at the time of transfer (determined without regard to
any lapse restriction) was $                     per share, for a total of $                    .



          7.     The amount paid by taxpayer for the property was $                    .



          8.     A copy of this statement has been furnished to the Company.



Dated:                           , 200  



	 	 	 	 	 
	 	 	 
	 	 	 
	 	Taxpayer’s Signature 	 
	 	 	 
	 	 	 
	 	Taxpayer’s Printed Name 	 
	 	 	 



 








 





PROCEDURES FOR MAKING ELECTION

UNDER INTERNAL REVENUE CODE SECTION 83(b)



          The following procedures must be followed with respect to the attached form for making an
election under Internal Revenue Code section 83(b) in order for the election to be
effective:1



          1.     You must file one copy of the completed election form with the IRS Service Center where you
file your federal income tax returns within 30 days after the Grant Date of your Restricted
Stock.



          2.     At the same time you file the election form with the IRS, you must also give a copy of the
election form to the Secretary of the Company.



          3.     You must file another copy of the election form with your federal income tax return
(generally, Form 1040) for the taxable year in which the stock is transferred to you.




 




			
	1	 	Whether or not to make the election is your decision and may create tax consequences for
you. You are advised to consult your tax advisor if you are unsure whether or not to make the
election.