exv10w17






Exhibit 10.17




SUNRISE SENIOR LIVING, INC.

2008 OMNIBUS INCENTIVE PLAN




NON-QUALIFIED STOCK OPTION AGREEMENT



Sunrise Senior Living, Inc., a Delaware corporation (the “Company”), hereby grants an option to
purchase shares of its common stock, $0.01 par value (the “Stock”), to the optionee 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:                                         , 200___



Name of Optionee:                                                                                 



Optionee’s Employee Identification Number:           -          -          



Number of Shares Covered by Option:                     



Option Price per Share: $           .            (At least 100% of Fair Market Value)




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



	 	 	 	 	 	 	 	 	 
	Optionee:

	 	 	 	Date:	 	 	 	 
	 

	 	 

(Signature)
	 	 	 	 

	 	 
	 
	 	 	 	 	 	 	 	 
	Company:

	 	 	 	Date:	 	 	 	 
	 

	 	 

(Signature)
	 	 	 	 

	 	 
	 
	 	 	 	 	 	 	 	 
	Title:

	 	 	 	 	 	 	 	 
	 

	 	 

	 	 	 	 

	 	 





Attachment




This is not a stock certificate or a negotiable instrument.





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SUNRISE SENIOR LIVING, INC.

2008 OMNIBUS INCENTIVE PLAN




NON-QUALIFIED STOCK OPTION AGREEMENT




	 	 	 
	Non-Qualified Stock Option

	 	This option is not intended to be an
incentive stock option under Section
422 of the Internal Revenue Code and
will be interpreted accordingly.
	 
	 	 
	Vesting

	 	This option is only exercisable
before it expires and then only with
respect to the vested portion of the
option. Subject to the preceding
sentence, you may exercise this
option, in whole or in part, to
purchase a whole number of vested
shares not less than 100 shares,
unless the number of shares
purchased is the total number
available for purchase under the
option, by following the procedures
set forth in the Plan and below in
this Agreement.
	 
	 	 
	 

	 	Your right to purchase shares of
Stock under this option vests as to
one-third (1/3) of the total number
of shares covered by this option, as
shown on the cover sheet, on each of
the next three anniversaries of the
Grant Date provided you then
continue in Service. The resulting
aggregate number of vested shares
will be rounded to the nearest whole
number, and you cannot vest in more
than the number of shares covered by
this option.
	 
	 	 
	 

	 	No additional shares of Stock will
vest after your Service has
terminated for any reason.
	 
	 	 
	Term

	 	Your option will expire in any event
at the close of business at Company
headquarters on the 10th anniversary
of the Grant Date, as shown on the
cover sheet. Your option will
expire earlier if your Service
terminates, as described below.
	 
	 	 
	Regular Termination

	 	If your Service terminates for any
reason, other than death, Disability
or Cause (as defined below), then
your option will expire at the close
of business at Company headquarters
on the 90th day after your
termination date.
	 
	 	 
	Termination for Cause

	 	If your Service is terminated for
Cause, then you shall immediately
forfeit all rights to your option
and the option shall immediately
expire.






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	 	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.
	 
	 	 
	Death

	 	If your Service terminates because
of your death, then your option will
expire at the close of business at
Company headquarters on the date
twelve (12) months after the date of
death. During that twelve month
period, your estate or heirs may
exercise the vested portion of your
option.
	 
	 	 
	 

	 	In addition, if you die during the
90-day period described in
connection with a regular
termination (i.e., a termination of
your Service not on account of your
death, Disability or Cause), and a
vested portion of your option has
not yet been exercised, then your
option will instead expire on the
date twelve (12) months after your
termination date. In such a case,
during the period following your
death up to the date twelve (12)
months after your termination date,
your estate or heirs may






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	 	exercise
the vested portion of your option.
	 
	 	 
	Disability

	 	If your Service terminates because
of your Disability, then your option
will expire at the close of business
at Company headquarters on the date
twelve (12) months after your
termination date.
	 
	 	 
	Leaves of Absence

	 	For purposes of this option, 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.
	 
	 	 
	Notice of Exercise

	 	When you wish to exercise this
option, you must notify the Company
on any business day by filing the
proper “Notice of Exercise” form at
the Company’s principal office.
Your notice must specify how many
shares you wish to purchase (in a
parcel of at least 100 shares
generally). Your notice must also
specify how your shares of Stock
should be registered (e.g. in your
name only or in your and your
spouse’s names as joint tenants with
right of survivorship). The notice
will be effective when it is
received by the Company.
	 
	 	 
	 

	 	If someone else wants to exercise
this option after your death, that
person must prove to the Company’s
satisfaction that he or she is
entitled to do so.
	 
	 	 
	Form of Payment

	 	When you submit your notice of
exercise, you must include payment
of the option price for the shares
you are purchasing. Payment may be
made in one (or a combination) of
the following forms:
	 
	 	 
	 

	 	• Cash, your personal
check, a cashier’s check, a 






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	 	money order or
another cash equivalent acceptable
to the Company.
	 
	 	 
	 

	 	• Shares of Stock which have
already been owned by you and which
are surrendered to the Company. The
value of the shares, determined as
of the effective date of the option
exercise, will be applied to the
option price.
	 
	 	 
	 

	 	• Subject to the Company then
being current with its periodic
report filings with the SEC, by
delivery (on a form prescribed by
the Company) of an irrevocable
direction to a licensed securities
broker acceptable to the Company to
sell Stock and to deliver all or
part of the sale proceeds to the
Company in payment of the aggregate
option price and any withholding
taxes.
	 
	 	 
	Withholding Taxes

	 	You will not be allowed to exercise
this option unless you make
acceptable arrangements at the time
of exercise to pay any withholding
or other taxes that may be due as a
result of the option exercise or
sale of Stock acquired under this
option. In the event that your
employer determines that any
federal, state, local or foreign tax
or withholding payment is required
relating to the exercise or sale 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.
	 
	 	 
	Change in Control

	 	Notwithstanding the vesting schedule
set forth above, upon the
consummation of a Change in Control,
this option will become 100% vested
(i) if it is not assumed, or an
equivalent option is not substituted
for the option, 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






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	 	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.
	 
	 	 
	Transfer of Option

	 	During your lifetime, only you (or,
in the event of your legal
incapacity or incompetency, your
guardian or legal representative)
may exercise the option. You cannot
transfer or assign this option. For
instance, you may not sell this
option or use it as security for a
loan. If you attempt to do any of
these things, this option will
immediately become invalid. You
may, however, dispose of this option
in your will or it may be
transferred upon your death by the
laws of descent and distribution.

	 
	 	 
	 

	 	Regardless of any marital property
settlement agreement, the Company is
not obligated to honor a notice of
exercise from your spouse, nor is
the Company obligated to recognize
your spouse’s interest in your
option in any other way.
	 
	 	 
	Retention Rights

	 	Neither your option nor this
Agreement gives you the right to be
retained by the Company (or any
Affiliates) in any capacity. The
Company (and any Affiliate) reserve
the right to terminate your Service
at any time and for any reason.
	 
	 	 
	Shareholder Rights

	 	You, or your estate or heirs, have
no rights as a shareholder of the
Company until a certificate for any
shares of Stock acquired by you on
exercise of this option have been
issued to you (or an appropriate
book entry has been made). 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






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	 	entry has been
made.
	 
	 	 
	Repurchase Rights

	 	The Company has the right to
repurchase any or all of the shares
of Stock acquired pursuant to this
option, within the two prior years, at a price equal to the
option price paid for 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 price
and 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.
	 
	 	 
	Adjustments

	 	In the event of a stock split, a
stock dividend or a similar change
in the Stock, the number of shares
covered by this option and the
option price per share shall be
adjusted (and rounded down to the
nearest whole number) pursuant to
the Plan. Your option 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.
	 
	 	 
	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






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	 	this option. Any prior
agreements, commitments or
negotiations concerning this option
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 or any
Affiliateto facilitate the
administration of the Plan.
	 
	 	 
	 

	 	By accepting this option, you give
explicit consent to the Company or
any Affiliate to process any such
personal data. You also give
explicit consent to the Company or
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 Optionees, to the United
States, to transferees who shall
include the Company, 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 option 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.






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




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