exv10w4



 






Exhibit 10.4




SUNRISE SENIOR LIVING, INC.

[2002][2003] STOCK OPTION AND RESTRICTED STOCK PLAN




FORM OF

EXECUTIVE 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, subject to the vesting
conditions set forth in the attachment. Additional terms and conditions of the grant are set forth
in this cover sheet, in the attachment and in the Company’s [2002] [2003] Stock Option and
Restricted Stock Plan (the “Plan”).



Grant Date:                                                                                                                




Name of Grantee:                                                                                                     




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 the
attached Agreement and in the Plan, a copy of which is available from the Company upon request.
You acknowledge that you have carefully reviewed the Plan, and agree that the Plan will control in
the event any provision of this Agreement should appear to be inconsistent.




		
	Grantee: 	                                                                                                      

  Print Name:                                                                                






		
	Company: 	                                                                                                    

Print Name:                                                                                

Title:                                                                                          





Attachment




This is not a stock certificate or a negotiable instrument.




 









 









SUNRISE SENIOR LIVING, INC.

[2002] [2003] STOCK OPTION AND RESTRICTED STOCK PLAN




EXECUTIVE 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 (the “Restricted Stock”). The
purchase price for the Restricted Stock is
deemed paid by your services to the Company.
To the extent not yet vested, your Restricted
Stock may not be transferred, assigned, pledged
or hypothecated, whether by operation of law or
otherwise, nor may the Restricted Stock be made
subject to execution, attachment or similar
process.




Issuance and 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 grant becomes vested as to ___% of the
shares of Stock on each of the first ____ (__)
anniversaries of the Grant Date (the
“Anniversary Dates”), if you have been
continuously providing Services to the Company
or a Subsidiary from the Grant Date until the
Anniversary Date; provided, however, that if
you are restricted from selling Company stock
on an Anniversary Date pursuant to the
Company’s policy on insider trading, your
shares that would have vested on that
Anniversary Date will vest on the first date
that is during a window period in which Company
insiders are not restricted from selling
Company stock.




Notwithstanding the vesting schedule to the
extent not previously vested, your right to the
Stock under this Agreement becomes 100% vested
upon the earlier of (i) a Change in Control (as
defined below), (ii) your termination of
employment with the Company or a Subsidiary due
to your death or disability, (iii) your
termination of employment by the Company or a
Subsidiary other than for Cause (as defined in
the Company’s Senior Executive Severance Plan
dated February 25, 2000 (the “Severance
Plan”)), or (iv) termination of employment by
you for Good Reason (as defined in the
Severance Plan), if you have been continuously
employed by the Company or a Subsidiary from
the Grant Date.





 









 








ALTERNATIVE 1:




For purposes of this Agreement, “Change in
Control” means any of the following events:




     (a) any person (as such term is used in Rule
13d-5 under the Securities Exchange Act of 1934
(“Exchange Act”) or group (as such term is
defined in Section 3(a)(9) and 13(d)(3) of the
Exchange Act), other than a subsidiary or any
employee benefit plan (or any related trust) of
the Company or a Subsidiary, becomes, after the
Grant Date, the beneficial owner of Stock or of
other securities of the Company that are
entitled to vote generally in the election of
directors of the Company (“Voting Securities”)
representing 50% or more of the combined voting
power of all Voting Securities of the Company;



     (b) individuals who, as of the Grant Date,
constitute the Board (the “Incumbent Board”)
cease for any reason to constitute a majority
of the members of the Board; provided that any
individual who becomes a director after the
Grant Date whose election or nomination for
election by the Company’s shareholders was
approved by a majority of the members of the
Incumbent Board (other than an election or
nomination of an individual whose initial
assumption of office is in connection with an
actual or threatened “election contest”
relating to the election of the directors of
the Company (as such terms are used in Rule
14a-11 under the Exchange Act), “tender offer”
(as such term is used in Section 14(d) of the
Exchange Act) or a proposed Merger (as defined
below)) shall be deemed to be members of the
Incumbent Board; or



     (c) approval by the stockholders of the Company
of either of the following: (i) a merger,
reorganization, consolidation or similar
transaction (any of the foregoing, a “Merger”)
as a result of which the persons who were the
respective beneficial owners of the outstanding
Stock and Voting Securities of the Company
immediately before such Mergers are not
expected to beneficially own, immediately after
such Merger, directly or indirectly, more than
60% of the Stock and 60% of the combined voting
power of the Voting Securities of the Company
resulting from such Merger in substantially the
same proportions as immediately before such
Merger or (ii) a plan of liquidation of the
Company or a plan or agreement for the sale or
other disposition of all or substantially all
of the assets of the Company.



***********************************




 









 








ALTERNATIVE 2:




For purposes of this Agreement, “Change in
Control” means any of the following events:




     (A) any person, other than Paul J. Klaassen,
Teresa M. Klaassen or their respective
affiliates, associates or estates, becomes,
after the date of grant, the beneficial owner,
directly or indirectly, of securities of the
Company representing 40% or more of the
combined voting power of the Company’s then
outstanding securities;



     (B) during any two-year period, individuals who
at the beginning of such period constitute the
Board (including, for this purpose, any
director who after the beginning of such period
filled a vacancy on the Board caused by the
resignation, mandatory retirement, death, or
disability of a director and whose election or
appointment was approved by a vote of at least
two-thirds of the directors then in office who
were directors at the beginning of such period)
cease for any reason to constitute a majority
thereof;



     (C) notwithstanding clauses (A) or (E) of this
paragraph, the Company consummates a merger or
consolidation of the Company with or into
another corporation, the result of which is
that the persons who were stockholders of the
Company at the time of the execution of the
agreement to merge or consolidate own less than
80% of the total equity of the corporation
surviving or resulting from the merger or
consolidation or of a corporation owning,
directly or indirectly, 100% of the total
equity of such surviving or resulting
corporation;



     (D) the sale in one or a series of transactions
of all or substantially all of the assets of
the Company;



     (E) any person, other than Paul J. Klaassen,
Teresa M. Klaassen or their respective
affiliates, associates or estates, has
commenced a tender or exchange offer, or
entered into an agreement or received an
option, to acquire beneficial ownership of
securities of the Company representing 40% or
more of the combined voting power of the
Company’s then outstanding securities, unless
the Board has made a determination that such
action does not constitute and will not
constitute a material change in the persons
having control of the Company;



 









 






     (F) the consummation by the Company or a
Subsidiary of a merger (including a triangular
merger involving a Subsidiary) or other
business combination transaction in which the
Company issues equity securities representing
20% or more of its then outstanding common
stock in such merger or other transaction; or



     (G) there is a change of control in the Company
of a nature that would be required to be
reported in response to Item 6(e) of Schedule
14A of Regulation 14A promulgated under the
Exchange Act other than in circumstances
specifically covered by clauses (A) through (F)
above.



***********************************




Notwithstanding the foregoing, there shall not
be a Change in Control if, in advance of such
event, you agree in writing that such event
shall not constitute a Change in Control.




No additional shares of Stock will vest after
you have ceased to be employed by the Company
or any Subsidiary for any reason.




Forfeiture of Unvested Stock




In the event that your employment with the
Company or a Subsidiary terminates, you shall
forfeit all of the shares of Stock subject to
this grant that have not yet vested.




Book Entry Restrictions




The Restricted Stock will be issued in
book entry form. The Company shall cause the
transfer agent for the shares of Common Stock
to make a book entry record showing ownership
for the shares of Restricted Stock in your name
subject to the terms and conditions of this
Agreement. You shall be issued an account statement acknowledging your ownership of the shares of Restricted Stock.




The shares of Restricted Stock subject to
restrictions hereunder shall be subject to the
following terms and conditions relating to
their release from restrictions or their
cancellation:





 As your interest in the Restricted Stock vests
as described above, your vested Stock shall be
released from restrictions and delivered to
you, at your request.




 Should you forfeit any unvested Restricted
Stock held subject to restrictions hereunder,
then such unvested Restricted Stock shall be
cancelled without payment, and you shall have
no further rights with respect to such shares.



 









 





You authorize the Company to issue such
instructions to the transfer agent as the
Company may deem necessary or proper to comply
with the intent and purposes of this Agreement.
This paragraph shall be deemed to constitute
the stock power contemplated by the Plan.




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 vesting of Stock acquired
under this grant. In the event that the
Company determines that any federal, state,
local or foreign tax or withholding payment is
required relating to the vesting of shares
arising from this grant, the Company shall have
the right to require such payments from you, or
withhold such amounts from other payments due
to you from the Company or any Affiliate.




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 Company’s Repurchase Right as to
unvested Stock described above. You may elect
to be taxed at the time the shares in
restricted form 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 ($0.01 per share) is less than 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 increases after the date of
purchase) 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.




 









 








Retention Rights




This Agreement does not give you the right to
be retained by the Company in any capacity.
The Company reserves the right to terminate
your service with the Company at any time and
for any reason.




Shareholder Rights




You shall have the right to vote the
Restricted Stock and, subject to the provisions
of this Agreement, 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.




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 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.




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. Certain capitalized
terms used in this Agreement are defined in the
Plan, and have the meaning set forth in the
Plan.




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.




     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___




	 	 	 	 	 
	

	 	 	 	                                                                                                    
	

	 	 	 	Print 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. You must file one copy of the completed election form with the IRS Service Center where you
file your federal income tax returns within thirty (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 Stock Plan Administrator 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.