exv10w1



 





EXHIBIT 10.1




SEPARATION AGREEMENT AND GENERAL RELEASE




     This Agreement is made by and between Christian B.A. Slavin (hereinafter
“Employee”), 9897 Windy Hollow Road, Great Falls, Virginia 22066, and Sunrise
Senior Living, Inc., Sunrise Senior Living Management, Inc., and their
affiliates and operating entities, subsidiaries, partners, parents, investors,
shareholders, directors, officers, employees, representatives and agents
(collectively hereinafter “Sunrise” or the “Company”). The Employee and
Sunrise may be referred to collectively hereinafter from time to time as “the
Parties.”



     WHEREAS, the Employee has been employed by Sunrise as Chief Investment
Officer; and



     WHEREAS, the Employee desires to change his employment relationship with
the Company and the Parties desire to continue their relationship in a
non-employee/employer capacity;



     NOW, THEREFORE, in consideration of the mutual covenants and agreements
herein contained, the Parties agree as follows:



     1. Voluntary
Resignation from Employment



     The Employee acknowledges and agrees that he will not resign from
employment with Sunrise before July 23, 2004 and that he will voluntarily
resign from employment with Sunrise, including (except as otherwise expressly
provided herein) all positions as an employee, officer, director, managing
member or similar position of any subsidiary, affiliate, partner or other
entity included within the definition of Sunrise for which he serves as an
employee, officer, director,



 









 




managing member or similar position at Sunrise’s request, effective July
23, 2004 (the “separation date”).




     2. Compensation



     The Employee will not receive compensation or benefits after the
separation date, except as hereinafter provided in this Agreement. The
Employee acknowledges and understands that the consideration provided herein is
given in consideration of both his future services and his release and waiver
of any claims that he may have against Sunrise. Moreover, the Employee
acknowledges and understands that these benefits are conditioned upon the
Employee remaining in good standing as a Sunrise employee from the date of this
Agreement through and including the separation date.



     3. Entitlements
as of the Separation Date:




     a. The Employee will receive a lump sum payment for all accrued
vacation as of the separation date, less applicable withholding and
taxes, payment to be delivered to the Employee’s address of record, 9897
Windy Hollow Road, Great Falls, Virginia 22066. The Employee
acknowledges that no portion of his accrued vacation may be contributed
to any 401(k) plan of the Company in which he participates.




     b. Sunrise shall issue to the Employee 41,946 shares of its vested
common stock, $.01 par value, in accordance with the terms of, and in
full satisfaction of its obligations under, the Restricted Stock
Agreement dated March 19, 2003 between the Employee and Sunrise.




     c. The Parties agree that, except as provided in this Agreement, the
terms of any Company plans in which the Employee participates, including
the Employee Stock



 









 






Purchase Plan and the Executive Deferred Compensation Plan, shall
not be changed by virtue of this Agreement.




     d. Sunrise agrees to provide COBRA coverage to the Employee as
required by law.



     4. Consultancy.




     a. The Parties agree that the Employee will serve on behalf of
Sunrise through December 31, 2007, as an independent contractor and not
as a Sunrise employee, as a member of the boards of directors of each of
PS Germany (Jersey) GP Limited (the “German Venture GP”) and PS UK
(Jersey) GP Limited (the “UK Venture GP” and, together with the German
Venture GP, the “Venture GPs”). The Parties further agree that the
Employee will provide, as an independent contractor and not as a Sunrise
employee, consulting services to Sunrise to, among other things, assist
in the evaluation of certain strategic transactions identified by Sunrise
and to facilitate the transition to a new chief investment officer, at
such times as Sunrise may request, through December 31, 2004. The
Employee shall be paid $129,774 for such services, payable in equal
monthly installments commencing on the separation date and ending on
December 31, 2004.




     b. Sunrise agrees to amend the Sunrise Long Term Incentive Cash
Bonus Plan (the “Plan”) on or before the separation date so as to permit
the Employee to continue to vest his interests therein as provided in
Paragraph 4c below. Sunrise has obtained all required corporate approvals
and approvals of the partners of the Ventures (as defined below) with
respect thereto.



 









 






     c. The Employee’s bonuses awarded under the Plan, as amended, shall
continue to vest under the terms (as modified herein) set forth in the
Executive Officer Bonus Award Agreements dated December 12, 2002 between
the Employee and Sunrise with respect to each of the Ventures
(collectively, the “Award Agreements”) provided he continues to serve as
Sunrise’s representative on the boards of directors of the Venture GPs.
The Parties agree that for purposes of the Plan (to the extent it
pertains to the Employee) and the Award Agreements, (i) the Employee’s
status as Sunrise’s representative on both of the boards of directors of
the Venture GPs shall be deemed to be the equivalent of “employment” as
such term is used therein, (ii) the term “Cause” as used in the Plan and
the Award Agreements shall mean “Good Cause” as such term is defined
below and (iii) the concept of termination for “Good Reason” shall cease
to apply as of the date of this Agreement. The Employee’s status as
Sunrise’s representative on either or both of the boards of directors of
the Venture GPs may be terminated by Sunrise at any time with or without
“Good Cause.” The Employee agrees to resign from the board of directors
of a Venture GP immediately after Sunrise terminates his status as
Sunrise’s representative thereon. If Sunrise terminates the Employee’s
status as its representative on the board of a Venture GP without Good
Cause, then the Employee shall become 100% vested in the bonuses
discussed above applicable to such Venture. “Good Cause” for purposes of
this Section shall mean (i) Cause (as defined in the Plan prior to this
amendment) or (ii) engaging or investing in, owning, managing, operating,
financing, controlling, or participating in the ownership, management,
operation, financing, or control of, being employed by, or rendering
services or advice to, any entity whose business competes in the United
Kingdom in whole or in part with the business of



 









 






the UK Venture GP or the PS UK Investment (Jersey) Limited
Partnership, including any of their respective subsidiaries, affiliates
or successors (collectively, the “UK Venture”) or in Germany in whole or
in part with the business of the German Venture GP or the PS German
Investment (Jersey) Limited Partnership, including any of their
respective subsidiaries, affiliates or successors (collectively, the
“German Venture”, and, together with the UK Venture, the “Ventures”, or
each individually, a “Venture”) . The Parties agree that the Award
Agreement applicable to the UK Venture shall operate independently from
the Award Agreement applicable to the German Venture, so that the
termination of the Employee’s representative status on the board of one
of the Ventures shall not affect the Employee’s interests in the Award
Agreement for the other Venture. The Parties further agree that the
Employee’s change in status pursuant to this Agreement does not
constitute “Good Reason” under the Plan or the Award Agreements.
Capitalized terms not defined in this Section shall have the meanings
ascribed to them in the Plan.




     d. Sunrise Senior Living, Inc. (“Senior Living”) shall indemnify and
hold harmless the Employee in the event that he is or was a party to or
is involved or becomes involved in any manner or is threatened to be made
so involved in any threatened, pending or completed investigation, claim,
action, suit or proceeding, whether civil, criminal, administrative or
investigative (a “Proceeding”) by reason of the fact that he is or was
serving at the request of Senior Living as a director of the Venture GPs
against all expenses, liabilities and losses (including attorneys’ fees,
judgments, fines, taxes, penalties and amounts paid or to be paid in
settlement) reasonably incurred by him in connection with such
Proceeding.



     5. Return
Of Sunrise Property/Passwords



 









 





     Except as provided in the next sentence, the Employee acknowledges that he
will return to Sunrise by the separation date all credit cards, keys, beepers,
laptop computers, cell phones, policy and procedure manuals, and any other
Sunrise property that is in his possession or control. Sunrise agrees to sell
the laptop and blackberry to the Employee, on an “as-is, where-is” basis, for a
cash payment of no more than $700 due on the separation date.



     6. Confidentiality/Non-Disparagement




     a. To the extent permitted by law, the Employee agrees that he will
maintain the strictest secrecy and will not communicate, make known or
divulge to any person or agency, any information whatsoever relating to
the negotiation of the terms of this Agreement, except to the Employee’s
immediate family or where disclosure is compelled pursuant to legal
process or for reporting purposes to the federal, state or local taxing
authorities, or to lawyers or accountants engaged for such purposes or
engaged in connection with this Agreement or any dispute arising
hereunder, who shall likewise make no disclosures to others.




     b. The Employee agrees not to make any disparaging, negative, or
defamatory comments about Sunrise including Sunrise’s business, its
directors, officers, employees, parents, subsidiaries, partners,
affiliates, operating divisions, representatives or agents, or any of
them, whether written, oral, or electronic. In particular, the Employee
agrees not to make public or private statements including, but not
limited to, press releases, statements to journalists, employees or
prospective employers, interviews, editorials, commentaries, speeches or
conversations, that disparage or may disparage Sunrise’s business, are
critical of Sunrise or its business, or would cast Sunrise or its
business in a negative light. In addition to the confidentiality
requirements set forth in



 









 






this Agreement and those imposed by law, the Employee further agrees
not to provide any third party, directly or indirectly, with any
documents, papers, recordings, e-mail, internet postings, or other
written or recorded communications referring or relating to Sunrise’s
business, that would support, directly or indirectly, any disparaging,
negative or defamatory statement, whether written or oral. The Employee
agrees that in the event of a breach of this subparagraph, Sunrise shall
be entitled to withhold any payments not yet made under Paragraph 4a and
shall further be entitled to recover from the Employee liquidated damages
in an amount equal to twenty-four (24) weeks of his regular salary when
last employed by Sunrise, plus attorneys’ fees and related legal costs.
In the event of the Employee’s breach of this subparagraph, the Employee
acknowledges that he remains fully bound by all of his obligations under
this Agreement, including but not limited to his waiver of legal claims
against Sunrise, as set forth in Paragraph 11a.




     c. The executive officers (as defined in Rule 3b-7 under the
Securities Exchange Act of 1934, as amended) of Sunrise Senior Living,
Inc. (the “Executive Officers”) shall not make or authorize any
defamatory comments about the Employee, whether written, oral, or
electronic. In particular, the Executive Officers shall not make or
authorize public or private statements including, but not limited to,
press releases, statements to journalists, employees or prospective
employers, interviews, editorials, commentaries, speeches or
conversations, that defame the Employee. Except as required by law, the
Executive Officers also shall not provide, or cause to be provided, to
any third party, directly or indirectly, any documents, papers,
recordings, e-mail, internet postings, or other written or recorded
communications referring or relating to the Employee, that would support,
directly or indirectly, any defamatory statement, whether written or
oral.



 









 






If any Executive Officer breaches this Paragraph 6c, Sunrise
acknowledges that it remains fully bound by all of its obligations under
this Agreement, including but not limited to its waiver of legal claims
against the Employee as set forth in Paragraph 11b.




     d. If any dispute arises regarding an alleged breach arises under
(i) this Paragraph 6 or (ii)Paragraph 4c regarding a termination based
upon clause (ii) of the definition of Good Cause, that is not settled
promptly in the ordinary course of business, the Parties agree to attempt
to resolve the dispute, first, by negotiating promptly with each other in
good faith in face-to-face negotiations. In the case of such an alleged
breach of Paragraphs 4c, 6a or 6b, Sunrise agrees that its
representatives in such negotiations shall include Senior Living’s
President, Thomas Newell, and Senior Living’s Senior Vice President of
Human Resources, Jeffrey M. Jasnoff, or their successors in their
respective positions. If the Parties are unable to resolve the dispute
within 10 days (or such period as the Parties shall otherwise agree)
following the date of notification (the “Dispute Notice Date”) by one
Party to the other of the existence of the dispute (which notice shall
describe the basis for the alleged breach), then the Parties agree to
endeavor to resolve the dispute by non-binding mediation administered by
the American Arbitration Association (“AAA”) under its Commercial
Mediation Procedures. The mediation shall be held in AAA’s Washington,
D.C. offices. If the dispute has not been resolved by mediation within
45 days of the Dispute Notice Date (the “Mediation Termination Date”),
either Party may pursue the dispute in a court with proper jurisdiction,
provided that the Party that did not first send the dispute notice
hereunder shall not file suit with respect to the dispute for a period of
at least 10 days after the Mediation Termination Date. With regard to
disputes under Paragraph 6b, Sunrise agrees



 









 






not to withhold any payments not yet made under Paragraph 4a until
the Mediation Termination Date, provided that if it is subsequently
determined that the Employee breached Paragraph 6b, the Employee agrees
to return to Sunrise any payments received by the Employee pursuant to
Paragraph 4a during the period between the Dispute Notice Date and the
Mediation Termination Date. With regard to disputes under Paragraph 4c
related to clause (ii) of the definition of Good Cause, it is agreed that
the Employee’s rights under the applicable Award Agreement will continue
to vest until the Mediation Termination Date, provided that if it is
subsequently determined that Good Cause did exist for such termination,
vesting under such Award Agreement shall be deemed to have terminated as
of the Dispute Notice Date and the Employee agrees to return to Sunrise
any payment (or portion thereof) received by the Employee pursuant to
such Award Agreement which is attributable to vesting during the period
after the Dispute Notice Date. No Party shall be precluded by this
Paragraph 7d from securing equitable remedies in courts of any
jurisdiction, including temporary restraining orders and preliminary
injunctions, to protect its rights and interests.



     7. Enforcement



     The Parties agree that, except as otherwise expressly provided herein,
each Party shall pay his or its attorneys’ fees and related legal costs
incurred in connection with the execution and enforcement of this Agreement.
The Parties further agree that, in the event of any violation of the terms of
this Agreement by a Party, the other Party shall be entitled, in addition to
all other rights and remedies, to an injunction enjoining and restraining the
violating Party and/or any other person, firm, organization, association or
corporation from committing any such violation.



     8. Commercial
and Confidential Information



 









 





     The Employee agrees that he shall keep secret and retain in strictest
confidence, and shall not to the detriment of Sunrise knowingly use or
disclose, directly or indirectly, any commercial information of Sunrise
obtained in his capacity as a Sunrise employee (some of which may meet the
definition of “confidential,” “trade secret,” or “proprietary” information),
including but not limited to project pricing and business procedures; and any
confidential information, trade secrets or proprietary data of Sunrise,
including without limitation, any data, information, ideas, and knowledge
pertaining to the investors, lenders, owners, partners, customers, prospective
customers, prospective products or business methods of Sunrise, including
without limitation the business methods, plans and procedures of Sunrise
(collectively, “Information”). The Parties agree that the restrictions set
forth in this Paragraph shall not apply to Information that the Employee
demonstrates (a) was or becomes generally known to the public prior to, and
other than as a result of, a disclosure by the Employee, (b) was known, or
becomes known, to the Employee on a nonconfidential basis prior to its
disclosure to the Employee by the Company, but only if the source of such
Information is not bound by a confidentiality agreement with the Company or is
not otherwise prohibited from transmitting the Information to the Employee by a
contractual, legal, fiduciary or other obligation. If the Employee becomes
legally compelled to make any disclosure that is prohibited by this Paragraph,
the Employee will provide the Company with prompt notice of such legal
proceedings so that it may seek an appropriate protective order or other
appropriate relief or waive compliance with this Paragraph. In the absence of
a protective order or the Employee receiving such a waiver from the Company,
the Employee is permitted to disclose that portion of the Information that the
Employee is legally compelled to disclose, provided that the Employee must use
reasonable efforts to obtain reliable



 









 




assurance that confidential treatment will be accorded by any person to
whom any such Information is so disclosed.




     9. Non-Solicitation
Of Employees



     The Employee agrees that, for a period of one (1) year from the separation
date, he will not solicit, directly or indirectly, any employee of Sunrise to
leave the employment of Sunrise.



     10. Assistance
in Litigation, Claims And Disputes



     The Employee agrees to fully assist Sunrise in any litigation, claims,
grievances, arbitrations or disputes (collectively, “litigation”), until such
litigation is finally adjudicated or resolved. For any assistance by the
Employee under this paragraph, Sunrise shall pay the Employee’s reasonable
expenses, such as travel and lodging expenses. Other than the benefits paid to
the Employee under Paragraph 4 herein, the Employee will not receive additional
compensation for any assistance under this paragraph. For purposes of any
litigation herein, the Parties agree that the Employee continues to serve as a
representative of Sunrise and is subject to Sunrise’s attorney-client privilege
until the litigation is finally adjudicated or resolved, unless Sunrise
determines otherwise in its discretion.



     11. Waiver
Of Claims



     a. The Employee, on his own behalf and on behalf of anyone claiming for or
through him, knowingly, voluntarily and fully waives, unconditionally releases
and forever discharges Sunrise and all of its affiliated entities, and its
officers, directors, partners, owners, employees, agents, representatives,
insurers, predecessors and successors, and covenants not to sue them for, any
and all claims, damages or causes of action, whether known or unknown,
occurring prior to and up to the date of this Agreement. The foregoing
includes, but is not



 









 




limited to, all claims which could have been raised under common law,
including wrongful discharge or breach of contract, any federal, state or local
statute, including Title VII of the Civil Rights Act of 1964 (as amended by the
Civil Rights Act of 1991), Virginia state and local civil rights laws, the
Americans with Disabilities Act, the Family and Medical Leave Act, the WARN
Act, the Employment Retirement Income Security Act, the Age Discrimination in
Employment Act, any claims based on any tort, such as fraud, defamation,
intentional infliction of emotional distress, or any claims for wages,
insurance or other fringe benefits, including group health and pension
benefits.




     b. Sunrise voluntarily and fully waives, unconditionally releases and
forever discharges the Employee, and covenants not to sue him for, any and all
claims, damages or causes of action, whether known or unknown, occurring prior
to and up to the date of this Agreement. The foregoing includes, but is not
limited to, all claims which could have been raised under common law, including
breach of contract, any federal, state or local statute, and any claims based
on any tort, such as fraud or defamation. The foregoing waiver and release
specifically excludes, however, any claims related to (i) Section 16 of the
Securities Exchange Act of 1934, as amended, including the rules and
regulations promulgated thereunder or (ii) amounts due under the Promissory
Note dated February 11, 2000 from the Company to the Employee.



     12. Age
Discrimination Waiver



     With respect to the waiver of the Employee’s rights under the Age
Discrimination in Employment Act, the Employee acknowledges that he is aware of
and understands the following rights under the Older Workers Benefit Protection
Act:



 









 






     a. The Employee should consult an attorney before executing the
waiver herein of his rights under the Age Discrimination in Employment
Act;




     b. The Employee has at least twenty-one (21) days within which to
consider the waiver of his rights herein under the Age Discrimination in
Employment Act; and




     c. For a period of seven (7) days following the execution of the
above waiver of rights under the Age Discrimination in Employment Act,
the Employee can revoke the Agreement by providing written notice of such
revocation to Sunrise’s Senior Vice President of Human Resources, or his
successor, together with any payments made under this Agreement by
Sunrise. This Agreement shall not become effective or enforceable until
the seven (7) day revocation period has expired.



     13. Voluntary
and Knowing Release of Claims



     The Employee expressly covenants and warrants that he personally has read
this Agreement; that he has had an opportunity to seek legal counsel; that he
has had sufficient time to consider this Agreement and fully understands the
contents thereof, including the fact that it contains a release of and a
covenant not to sue for any and all claims which he may have against Sunrise,
both known or unknown, even though there may be facts and consequences which
are unknown to the Employee; and that he freely and voluntarily entered into
this Agreement.



     14. Full
And Final Agreement



     Except for the Plan and the Award Agreements, this Agreement contains all
of the agreements and understandings between the Parties with respect to the
subject matter hereof and supersedes any prior or contemporaneous negotiations
or agreements, written or oral. This



 









 




Agreement can only be modified by a written Agreement signed by each party
to the modification.




     15. Controlling
Law



     This Agreement shall be governed by the internal laws of the Commonwealth
of Virginia.



     16. Severability



     In the event any portion of this Agreement shall be determined to be
invalid under any applicable law, such provision shall be deemed void and the
remainder of this Agreement shall continue in full force and effect.



 









 





     IN WITNESS WHEREOF, the Parties hereto have duly executed this Agreement
as of the dates indicated below.



	 	 	 	 	 
	CHRISTIAN B.A. SLAVIN	 	SUNRISE SENIOR LIVING, INC.

AND SUNRISE SENIOR LIVING

MANAGEMENT, INC.
	 
	 	 	 	 
	/s/
Christian B.A. Slavin

	 	By:
	 	/s/ Jeffrey M. Jasnoff
	
 	 	 	 	
 
	

	 	 	 	Jeffrey M. Jasnoff
	 	 	 	 	 
	July 22,
2004

	 	 	 	Senior Vice President,
	Date	 	 	 	Human Resources
	 	 	 	 
	 

	 	 	 	July 22, 2004
	

	 	 	 	Date