exv10w23






Exhibit 10.23




SUNRISE SENIOR LIVING

EXECUTIVE DEFERRED COMPENSATION PLAN




As Amended and Restated Effective January 1, 2009




 









 





TABLE OF CONTENTS




	 	 	 	 	 	 	 	 	 
	ARTICLE 1 — Definitions	 	 	1	 
	 
	 	1.1	 	Annual Deferral	 	 	1	 
	 
	 	1.2	 	Beneficiary	 	 	1	 
	 
	 	1.3	 	Code	 	 	1	 
	 
	 	1.4	 	Committee	 	 	1	 
	 
	 	1.5	 	Company	 	 	1	 
	 
	 	1.6	 	Compensation	 	 	1	 
	 
	 	1.7	 	Crediting Rate	 	 	1	 
	 
	 	1.8	 	Deferral Account	 	 	1	 
	 
	 	1.9	 	Deferral Contribution Period	 	 	1	 
	 
	 	1.10	 	Deferral Commitment or Deferral Unit	 	 	2	 
	 
	 	1.11	 	Deferral Election Form	 	 	2	 
	 
	 	1.12	 	Eligible Employee	 	 	2	 
	 
	 	1.13	 	Employer	 	 	2	 
	 
	 	1.14	 	Employer Contribution Credit	 	 	2	 
	 
	 	1.15	 	ERISA	 	 	2	 
	 
	 	1.16	 	Participant	 	 	2	 
	 
	 	1.17	 	Plan	 	 	2	 
	 
	 	1.18	 	Plan Year	 	 	2	 
	 
	 	1.19	 	Separation from Service	 	 	2	 
	 
	 	1.20	 	Specified Employee	 	 	3	 
	 
	 	1.21	 	Unforeseeable Emergency	 	 	3	 
	 
	 	1.22	 	Valuation Date	 	 	3	 
	 
	 	1.23	 	Vesting Schedule	 	 	3	 
	ARTICLE 2 — Participation	 	 	4	 
	 
	 	2.1	 	Deferral Election Form	 	 	4	 
	 
	 	2.2	 	Initial Eligibility	 	 	4	 
	 
	 	2.3	 	Performance-Based Compensation	 	 	4	 
	 
	 	2.4	 	Continuation of Participation	 	 	4	 
	 
	 	2.5	 	Suspension of Deferral Commitment	 	 	4	 
	ARTICLE 3 — Form of Deferral Commitments	 	 	5	 
	 
	 	3.1	 	Minimum Deferral Commitment	 	 	5	 
	 
	 	3.2	 	Maximum Deferral Commitment	 	 	5	 
	ARTICLE 4 — Deferral Accounts	 	 	5	 
	 
	 	4.1	 	Deferral Accounts	 	 	5	 
	 
	 	4.2	 	Investment of Deferral Accounts	 	 	5	 
	 
	 	4.3	 	Statements of Account	 	 	5	 
	 
	 	4.4	 	Vesting of Deferral Accounts	 	 	6	 
	ARTICLE 5 — Employer Contributions	 	 	6	 
	 
	 	5.1	 	Employer Contribution Credits	 	 	6	 
	 
	 	5.2	 	Vesting	 	 	6	 
	ARTICLE 6 — Payment of Benefits	 	 	6	 
	 
	 	6.1	 	Payment of Benefits	 	 	6	 
	 
	 	6.2	 	Form of Benefits	 	 	6	 






 









 






	 	 	 	 	 	 	 	 	 
	 
	 	6.3	 	In-Service Distributions	 	 	6	 
	 
	 	6.4	 	Further Deferrals	 	 	7	 
	 
	 	6.5	 	Unforeseeable Emergency Distributions	 	 	7	 
	ARTICLE 7 — Survivor Benefits	 	 	7	 
	 
	 	7.1	 	Pre—Retirement Survivor Benefit	 	 	8	 
	ARTICLE 8 — Administration of the Plan	 	 	8	 
	 
	 	8.1	 	Administration	 	 	8	 
	 
	 	8.2	 	Determination of Benefits	 	 	8	 
	 
	 	8.3	 	Liability for Benefit Payments	 	 	8	 
	 
	 	8.4	 	Expenses	 	 	8	 
	ARTICLE 9 — Beneficiary Designation	 	 	9	 
	 
	 	9.1	 	Beneficiary Designation	 	 	9	 
	 
	 	9.2	 	New Beneficiary Designation	 	 	9	 
	 
	 	9.3	 	Failure to Designate Beneficiary	 	 	9	 
	 
	 	9.4	 	Proper Beneficiary	 	 	9	 
	ARTICLE 10 — Amendment and Termination of the Plan	 	 	9	 
	 
	 	10.1	 	Amendment of the Plan	 	 	9	 
	 
	 	10.2	 	Termination of the Plan	 	 	9	 
	ARTICLE 11 — General Provisions	 	 	10	 
	 
	 	11.1	 	Nonassignability	 	 	10	 
	 
	 	11.2	 	Participant’s Rights Unsecured	 	 	10	 
	 
	 	11.3	 	Protective Provisions	 	 	10	 
	 
	 	11.4	 	Tax Liability	 	 	10	 
	 
	 	11.5	 	Successors of the Company	 	 	10	 
	 
	 	11.6	 	ERISA Plan	 	 	11	 
	 
	 	11.7	 	Domestic Relations Orders	 	 	11	 
	 
	 	11.8	 	Employment Not Guaranteed	 	 	11	 
	 
	 	11.9	 	Construction	 	 	11	 
	 
	 	11.10	 	Severability	 	 	11	 
	 
	 	11.11	 	Incapacity of Recipient	 	 	11	 
	 
	 	11.12	 	Applicable Law	 	 	11	 
	 
	 	11.13	 	Payment Upon Income Inclusion	 	 	12	 
	 
	 	11.14	 	Notice	 	 	12	 
	 
	 	11.15	 	Arbitration	 	 	12	 
	 
	 	11.16	 	Compliance with Section 409A	 	 	12	 
	 
	 	11.17	 	No Guarantee of Benefits	 	 	12	 
	 
	 	11.18	 	Mergers/Account Transfers	 	 	12	 







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Preamble



Sunrise Senior Living, Inc. (the “Company”) hereby amends and restates the Executive Deferred
Compensation Plan (the “Plan”), effective January 1, 2009. The Plan was originally effective as of
June 1, 2001, and was established to enable Plan participants to enhance their retirement savings
by permitting them to enter into agreements with the Company to defer compensation and receive
benefits at retirement, death, separation from service, or as otherwise provided under the Plan.




ARTICLE 1 — Definitions





	1.1	 	Annual Deferral. Annual Deferral shall mean the amount of Compensation that the Participant
elects to defer under the Deferral Commitment pursuant to Article 3 of the Plan.
	 
	1.2	 	Beneficiary. Beneficiary shall mean the person or persons or entity designated as such in
accordance with Article 9 of the Plan.
	 
	1.3	 	Code. Code shall mean the Internal Revenue Code of 1986 and any regulations thereunder, as
amended from time to time.
	 
	1.4	 	Committee. Committee shall mean the committee appointed by the Company to administer the
Plan pursuant to Article 8 of the Plan.
	 
	1.5	 	Company. Company shall mean Sunrise Senior Living, Inc. and its successor.
	 
	1.6	 	Compensation. Compensation shall mean a Participant’s base salary and such bonuses (and
other compensation items) as may be designated by the Committee in its sole discretion for the
Deferral Contribution Period (and reflected in the applicable Deferral Election Form), before
reductions for deferrals.
	 
	1.7	 	Crediting Rate. Crediting Rate shall mean those investment alternatives designated by the
Committee from time to time for determining the earnings (or investment gain or loss) to be
credited to a Participant’s Deferral Account. The Committee, in its sole discretion, shall
establish such rules and requirements as it deems necessary or appropriate (in its sole
discretion) for applying, and (if applicable) permitting Participants to make elections as to,
the Crediting Rate.
	 
	1.8	 	Deferral Account. Deferral Account shall mean the bookkeeping account established by the
Company for a Participant for amounts credited on the Participant’s behalf (if any) under
Section 4.1 and Section 5.1.
	 
	1.9	 	Deferral Contribution Period. Deferral Contribution Period shall mean the period of one (1)
Plan Year, or such other period as the Committee may establish in its sole discretion
consistent with Code section 409A, over which the Participant has elected to defer
Compensation pursuant to Article 3 of the Plan.




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	1.10	 	Deferral Commitment or Deferral Unit. Deferral Commitment or Deferral Unit shall mean a
commitment made by a Participant to defer Compensation pursuant to Articles 2 and 3 of the
Plan for which a Deferral Election Form has been timely submitted by the Participant.
	 
	1.11	 	Deferral Election Form. Deferral Election Form shall mean election made in writing or other
form established by the Committee in its sole discretion by which a Participant elects to
participate in the Plan and make a Deferral Commitment.
	 
	1.12	 	Eligible Employee. Eligible Employee shall mean Director level and above of the senior
management of an Employer (or such other or different group of management or highly
compensated employees as may be designated by the Company as eligible to participate in the
Plan). A newly Eligible Employee shall be eligible to participate in the Plan as of the first
day of the month following the completion of one month of employment with the Company (or such
earlier or later date as may be established by the Company in its sole discretion consistent
with Code section 409A).
	 
	1.13	 	Employer. Employer shall mean the Company and any of its affiliates whose employees
participate under the Plan, and their successors.
	 
	1.14	 	Employer Contribution Credit. Employer Contribution Credit shall mean the amount to be
credited to a Participant’s Deferral Account pursuant to Section 5.1.
	 
	1.15	 	ERISA. ERISA shall mean the Employee Retirement Income Security Act of 1974, as amended.
	 
	1.16	 	Participant. Participant shall mean (a) an Eligible Employee who is participating in the
Plan as provided in Article 2, (b) a former Eligible Employee for whom a Deferral Account is
being maintained under the Plan or (c) a non-Eligible Employee for whom a Deferral Account has
otherwise been established under the Plan.
	 
	1.17	 	Plan. Plan shall mean the Executive Deferred Compensation Plan, as amended from time to time
(and any successor plan).
	 
	1.18	 	Plan Year. Plan Year shall mean the 12-month period from January 1 through December 31.
	 
	1.19	 	Separation from Service. The termination of an individual’s employment with the Employer and
all affiliates (within the meaning of Treas. Reg. Section 1.409A-1(h)(3)) for any reason other
than death, as determined by the Committee in accordance with Section 1.409A-1(h) and any
other applicable provisions of the regulations. In determining whether a Participant has
experienced a Separation from Service, the following rules shall apply:






	 	(a)	 	A Participant shall be considered to have experienced a Separation from Service
when the facts and circumstances indicate that the Participant and his or her Employer
reasonably anticipate that either (i) no further services will be performed for the
Employer after a certain date, or (ii) that the level of bona fide




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	 	 	 	services the Participant will perform for the Employer after such date (whether as
an Employee or as an independent contractor) will permanently decrease to no more
than 20% of the average level of bona fide services performed by such Participant
(whether as an Employee or an independent contractor) over the immediately preceding
36-month period (or the full period of services to the Employer if the Participant
has been providing services to the Employer less than 36 months).
	 
	 	(b)	 	If a Participant is on military leave, sick leave, or other bona fide leave of
absence, the employment relationship between the Participant and the Employer shall be
treated as continuing intact, provided that the period of such leave does not exceed 6
months (29 months in the case of disability leave within the meaning of Treas. Reg.
Section 1.409A-1(h)(i)), or if longer, for such period as the Participant retains a
right to reemployment with the Employer under an applicable statute or by contract. If
the period of leave exceeds 6 months (29 months in the case of disability leave) and
the Participant does not retain a right to reemployment under an applicable statute or
by contract, the employment relationship shall be considered to be terminated for
purposes of this Plan as of the first day immediately following the end of such 6-month
period (29-month period in the case of disability leave). In applying the provisions
of this paragraph, a leave of absence shall be considered a bona fide leave of absence
only if there is a reasonable expectation that the Participant will return to perform
services for the Employer.






	1.20	 	Specified Employee. An employee of an Employer who is a “specified employee” within the
meaning of Treas. Reg. Section 1.409A-1(h), as determined by the Company or its delegate.
	 
	1.21	 	Unforeseeable Emergency. Unforeseeable Emergency means (i) a severe financial hardship to
the Participant resulting from an illness or accident of the Participant or the Participant’s
spouse, beneficiary or dependent (as defined in Code Section 152(b)(1), (b)(2) and (d)(1)(B);
(ii) loss of the Participant’s property due to casualty (including the need to rebuild a home
following damage to a home not otherwise covered by insurance, for example, not as a result of
a natural disaster); or (iii) other similar extraordinary and unforeseeable circumstances
arising as a result of events beyond the control of the Participant. The definition of
Unforeseeable Emergency shall be interpreted and applied consistent with Code Section 409A and
the regulations and other guidance issued thereunder.
	 
	1.22	 	Valuation Date. Valuation Date shall mean the last day of each Plan Year calendar quarter,
or such other dates as the Committee may determine in its discretion, which must be at least
annually, for the valuation of a Participant’s Deferral Account.
	 
	1.23	 	Vesting Schedule. Vesting Schedule shall mean the date or dates, as determined by the
Company or Committee at the time Employer Contribution Credits are made to the Plan or
thereafter, on which a Participant’s interest in such credits (as adjusted for the applicable
Crediting Rate) shall vest and not be subject to forfeiture. The Company or the Committee
may, upon such terms and conditions as it may establish in its sole




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	 	 	discretion, count for vesting purposes the prior service of a Participant with an acquired
company or other company with which the Company has engaged in a corporate or other
transaction (and its affiliates).





ARTICLE 2 — Participation





	2.1	 	Deferral Election Form. Any Eligible Employee may elect to participate in the Plan and to
make a Deferral Commitment by submitting a completed Deferral Election Form to the Committee
(by electronic or other means established by the Committee) prior to the beginning of the
Deferral Contribution Period. All elections made in accordance with this Article shall be
irrevocable as of the last date such election may be made (or such earlier date as may be
established by the Committee in its sole discretion).
	 
	2.2	 	Initial Eligibility. Notwithstanding Section 2.1, the Committee may, in its sole discretion,
permit a newly Eligible Employee (to the extent permitted under Code section 409A) to submit
an initial Deferral Election Form within thirty (30) days after the date on which the Employee
first became eligible to participate in the Plan (or at such earlier time as may be
established by the Committee in its sole discretion). The Deferral Commitment shall become
effective as of the first pay period after the date on which the Deferral Election Form is
submitted to the Committee (or other time required to comply with Code Section 409A). Except
as otherwise permitted by the Committee (and set forth in the applicable Deferral Election
Form), such an election shall only apply to the Participant’s base pay for the remainder of
the Deferral Contribution Period.
	 
	2.3	 	Performance-Based Compensation. Notwithstanding Section 2.1, the Committee may, in its sole
discretion, permit an Eligible Employee to submit a separate Deferral Election Form to defer
any bonus which qualifies as performance-based compensation (within the meaning of Treas. Reg.
Section 1.409A-1(e)) no later than 6 months before the end of the performance period (or at
such earlier time as may be established by the Committee in its sole discretion). To be
eligible to make such an election, the Eligible Employee must have continuously performed
services for the Employer from the later of (a) the beginning of the performance period, or
(b) the date upon which the performance criteria for such compensation are established,
through the date upon which the Employee submits the Deferral Election Form for such
compensation. In no event shall a deferral election submitted under this Section 2.3 be
permitted to apply to any amount of performance-based compensation that has become readily
ascertainable.
	 
	2.4	 	Continuation of Participation. A Participant who has elected to participate in the Plan by
making a Deferral Commitment shall continue as a Participant in the Plan for purposes of such
Deferral Commitment even though in any Plan Year after such Deferral Commitment such
Participant ceases to be an Eligible Employee. A Participant shall not be eligible to make a
new Deferral Commitment for a future Plan Year unless the Participant is an Eligible Employee
for that Plan Year.
	 
	2.5	 	Suspension of Deferral Commitment. Notwithstanding Section 2.4,




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	 	(a)	 	the Deferral Commitment of a Participant who is determined by the Committee to
be suffering from a disability (within the meaning of Treas. Reg. Section
1.409A-3(j)(4)(xii)) shall, to the extent provided by the Committee in its sole
discretion consistent with Section 1.409A-3(j)(4)(xii), be cancelled for the remainder
of the Plan Year during which the Participant first suffers the disability; and
	 
	 	(b)	 	the Deferral Commitment of a Participant who has experienced an Unforeseeable
Emergency shall, to the extent provided by the Committee in its sole discretion
consistent with Treas. Reg. Section 1.409A-3(j)(4)(viii), be cancelled for the
remainder of the Plan Year during which the Participant first experienced the
Unforeseeable Emergency.






	 	 	To the extent permitted under Treas. Reg. Section 1.409A-3(j)(4)(viii), a Participant’s
Deferral Commitment may also be cancelled if the Committee determines that such action is
necessary for the Participant to obtain a hardship distribution from a tax qualified plan
pursuant to Treas. Reg. Section 1.401(k)-1(d)(3) and any subsequent Deferral Commitment
made by the Participant shall not become effective prior to six (6) months following the
date of such hardship distribution (or other date established by the Committee in its sole
discretion consistent with Code Section 409A).





ARTICLE 3 — Form of Deferral Commitments





	3.1	 	Minimum Deferral Commitment. Except as otherwise established by the Committee in its sole
discretion, there is no minimum required deferral amount under the Plan.
	 
	3.2	 	Maximum Deferral Commitment. The Committee may, in its sole discretion, establish such
Deferral Commitment limits as it may deem necessary or appropriate in its sole discretion
(consistent with Code section 409A).





ARTICLE 4 —Deferral Accounts




	 
	4.1	 	Deferral Accounts. A Deferral Account shall be established for each Participant. The
Deferral Account shall be credited with the applicable portion of the Annual Deferral on or
about the date such amounts would otherwise have been paid to the Participant (but for the
Participant’s deferral election). A Participant’s Deferral Account shall also be credited
with any account balance transferred from either the Marriott International, Inc. Executive
Deferred Compensation Plan or the Fountains Retirement Communities, Inc. Deferred Compensation
Plan for the Participant as of the date of transfer.
	 
	4.2	 	Investment of Deferral Accounts. The value of a Participant’s Deferral Account shall be
adjusted each Valuation Date to reflect the applicable Crediting Rate since the last Valuation
Date. The value shall also be adjusted for any (i) contribution credits made since the last
Valuation Date and (ii) payments made to the Participant (or his or her Beneficiary) since
that date.
	 
	4.3	 	Statements of Account. The Committee shall provide periodically (but no less frequently than
annually) to each Participant a statement setting forth the balance of the Deferral Account
maintained for such Participant.




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	4.4	 	Vesting of Deferral Accounts. Each Participant shall be one hundred percent (100%) vested at
all times in the amount of Annual Deferrals credited to such Participant’s Deferral Account
(as adjusted for the applicable Crediting Rate). The Participant shall become vested in any
Employer Contributions credited to such Participant’s Deferral Account (as adjusted for the
applicable Crediting Rate) in accordance with the applicable Vesting Schedule (or at such
other time provided by the Company in its sole discretion). In the event the Participant dies
prior to a Separation from Service, the Participant’s Deferral Account shall become one
hundred percent (100%) vested as of the date of his or her death.





ARTICLE 5 — Employer Contributions





	5.1	 	Employer Contribution Credits. Each Employer reserves the right to credit the Deferral
Accounts of such Participants who are Eligible Employees (as the Company may designate its
sole discretion) with additional or matching contribution credits at such times as the Company
may determine in its sole discretion. The amount of the additional contribution credits, if
any, shall be determined by the Company in its sole discretion. The amount of the matching
contribution credits, if any, shall be equal to such percentage or amount of Compensation
deferred by the Participant under the Plan for the applicable period, as determined by the
Company in its sole discretion.
	 
	5.2	 	Vesting. Employer Contribution Credits credited to a Participant’s Deferral Account shall be
distributed to a Participant only to the extent such amounts are vested. A Participant shall
become vested in Company Contributions made on his or her behalf, and all earnings allocable
thereunder, as provided in Section 4.4. Except as otherwise provided by the Company in its
sole discretion, unvested Company Contributions shall be forfeited upon a Participant’s
Separation from Service.





ARTICLE 6 — Payment of Benefits





	6.1	 	Payment of Benefits. Upon Separation from Service, the Employer shall pay to the Participant
a benefit in the form provided in Section 6.2 of the Plan, based on the balance of the
Participant’s Deferral Account. Notwithstanding any other provision of this Plan to the
contrary, distribution of a Participant’s vested Deferral Account shall be made within ninety
(90) days of the Participant’s Separation from Service; provided, that, in the case of any
Participant who had a Separation from Service in 2008, distribution shall be made in January
of 2009. Notwithstanding the foregoing, distribution to a Participant who is a Specified
Employee shall not be made under this Section until expiration of the six-month period
following such Participant’s Separation from Service.
	 
	6.2	 	Form of Benefits. Payment shall be made in the form of a single lump sum equal to the vested
balance of the applicable Deferral Account as of the Valuation Date coinciding with or next
preceding the date payment is to be made.
	 
	6.3	 	In-Service Distributions. A Participant may, to the extent permitted by the Committee in its
sole discretion, elect to receive payment of his or her Annual Deferral and any vested
Employer Contribution Credits for the Deferral Contribution Period (as adjusted




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	 	 	for the applicable Crediting Rate) as of January in any year which is at least four (4)
years after the end of the Deferral Contribution Period for which such election was made (or
other period permitted by the Committee and reflected on the applicable election form).
Except as otherwise provided by the Committee in its sole discretion consistent with Code
section 409A, such election shall be made on the Deferral Election Form for the applicable
Deferral Contribution Period. Notwithstanding the foregoing, should an event occur prior to
the scheduled distribution date for an in-service distribution under this section that would
trigger payment under either Section 6.1 or Section 7.1, any affected amounts shall be paid
in accordance with that Section (and not this Section 6.3).
	 
	6.4	 	Further Deferrals. Notwithstanding the foregoing, a Participant may, to the extent permitted
by the Committee in its sole discretion consistent with Code section 409A, elect to further
defer the date when payment of his or her Deferral Account is to be made, provided that —






	 	(a)	 	the election is made more than one (1) year prior to the date payment is
otherwise scheduled to begin;
	 
	 	(b)	 	the election does not become effective for twelve (12) months;
	 
	 	(c)	 	the date on which payment is to begin is delayed for at least five (5) years;
and
	 
	 	(d)	 	the election meets such other or different requirements as may be determined by
the Committee to be necessary to comply with Section 409A.






	6.5	 	Unforeseeable Emergency Distributions. In the event of an Unforeseeable Emergency, the
Participant may, to the extent permitted by the Committee in its sole discretion, apply for
payment of all or a part of his or her vested Deferral Account as may be necessary to satisfy
the Unforeseeable Emergency. The Administrator shall have the authority, in its sole
discretion, to approve a payment under this Section, subject to the following rules:






	 	(a)	 	The payment shall not exceed the lesser of (i) the vested portion of the
Participant’s Deferral Account, or (ii) the amount necessary to satisfy the
Unforeseeable Emergency, plus amounts reasonably necessary to pay taxes reasonably
anticipated as a result of the distribution. Such payment shall be made in a lump sum
no later than sixty (60) days after the Committee’s decision to approve the payment.
	 
	 	(b)	 	A Participant may not receive a payment hereunder to the extent that the
Unforeseeable Emergency is or may be relieved (i) through reimbursement or compensation
by insurance or otherwise, (ii) by liquidation of the Participant’s assets, to the
extent the liquidation of such assets would not itself cause severe financial hardship
or (iii) by suspension of deferrals under this Plan (to the extent permitted under Code
section 409A).





ARTICLE 7 — Survivor Benefits




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	7.1	 	Pre-Retirement Survivor Benefit. Upon a Participant’s death, the Participant’s vested
Deferral Account shall be paid to the Participant’s Beneficiary in a single lump sum. Payment
shall be made within ninety (90) days of the Participant’s date of death. The amount of the
death benefit to be paid hereunder shall be determined as of the Valuation Date coinciding
with or next preceding the date payment is to be made.





ARTICLE 8 -Administration of the Plan





	8.1	 	Administration. The Committee shall have full discretion to administer the Plan and
interpret, construe and apply its provisions and shall have the right to establish such rules
and guidelines for participation under the Plan as it deems necessary or appropriate,
including, but not limited to, the type, manner and level of Deferral Commitments. The
Committee may (a) establish such other rules and regulations as it may deem necessary or
advisable for the administration of the Plan and (b) delegate all or any of its authority
hereunder to individual members of the Committee or officers or other employees of the Company
(or other Employer). All decisions of the Committee shall be final and binding. The
individuals serving on the Committee shall, except as prohibited by law, be indemnified and
held harmless by the Company from any and all liabilities, costs, and expenses (including
legal fees), to the extent not covered by liability insurance, arising out of any action taken
by any member of the Committee with respect to the Plan, unless such liability arises from the
individual’s own gross negligence or willful misconduct.
	 
	8.2	 	Determination of Benefits. The Committee shall make all determinations as to the rights to
benefits under this Plan. Subject to and in compliance with the specific procedures contained
in the applicable regulations under ERISA: (a) Any decision by the Committee denying a claim
by a Participant or his beneficiary for benefits under this Plan shall be stated in writing
and delivered or mailed to the Participant or Beneficiary; (b) each such notice shall set
forth the specific reasons for the denial, written in a manner that is intended to be
understood by the claimant; and (c) the Committee shall afford a reasonable opportunity to the
Participant or Beneficiary for a full and fair review of the decision denying such claim. The
benefit claims procedures then in effect under Section 503 of ERISA, as amended, and any
regulations thereunder, shall be followed by the Committee in making any benefit
determinations under this Plan. All interpretations, determinations and decisions of the
Committee with respect to any claim hereunder shall be made in its sole discretion and shall
be final and conclusive.
	 
	8.3	 	Liability for Benefit Payments. The obligation to pay a Participant’s benefits under the
Plan shall, at all times, be the sole and exclusive liability and responsibility of the
Employer that was responsible for the credits made to his or her Deferral Account but only to
extent of such credits (as adjusted for the applicable Crediting Rate) determined in
accordance with Section 6.2 or 7.1. No other Employer or other person or entity shall be
liable for such payments.
	 
	8.4	 	Expenses. Unless the Company otherwise directs, the expenses of administering the Plan shall
be borne by each Employer on a proportionate basis as determined by the Committee.




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ARTICLE 9 —Beneficiary Designation





	9.1	 	Beneficiary Designation. The Participant shall have the right at any time to designate any
person or persons as a Beneficiary (both primary and contingent) to whom payment under the
Plan shall be made in the event of the Participant’s death. The Beneficiary designation shall
be effective when it is submitted in writing (or by such other means established by the
Committee) to the Company during the Participant’s lifetime on a form prescribed by the
Committee. Except as otherwise provided by the Committee, if the Participant is married, his
or her spouse shall be required to consent to any such designation naming a Beneficiary other
than the spouse.
	 
	9.2	 	New Beneficiary Designation. The Participant shall have the right to change or revoke any
such designation from time to time by filing a new designation or notice of revocation with
the Company, and no notice to any Beneficiary nor consent by any Beneficiary shall be required
to effect any such change or revocation. Except as otherwise provided by the Committee, if
the Participant is married, his spouse shall be required to consent to any such change or
revocation which results in the naming of a Beneficiary other than the spouse.
	 
	9.3	 	Failure to Designate Beneficiary. If a Participant fails to designate a Beneficiary before
his or her death, or if no designated Beneficiary survives the Participant (or, in the case of
a trust or other entity which is a designated Beneficiary, is in existence at the
Participant’s death), the Participant’s vested Deferral Account shall be paid to the
Participant’s surviving spouse or, if there is no surviving spouse on the date of his death,
to his or her estate. Any payment hereunder shall fully discharge the Employer of all
liability under the Plan with respect to the benefits of such deceased Participant.
	 
	9.4	 	Proper Beneficiary. If there is a dispute as to the proper beneficiary to receive payment
hereunder, the Employer shall, to the extent consistent with Code section 409A and any
regulations thereunder, have the right to withhold such payment until the matter is finally
resolved or adjudicated; provided, that any payment made in good faith by the Employer shall
fully discharge the Employer, Company and Committee from all further obligations with respect
to that payment.





ARTICLE 10 — Amendment and Termination of the Plan





	10.1	 	Amendment of the Plan. The Company may at any time amend the Plan in whole or in part,
provided however, that such amendment shall not (a) decrease the vested balance of a
Participant’s Deferral Account at the time of such amendment or (b) retroactively decrease the
applicable Crediting Rates prior to the time of such amendment.
	 
	10.2	 	Termination of the Plan. The Company may at any time terminate the Plan as to all or any
group of Participants. If the Company terminates the Plan, payment of the Deferral Accounts
shall not be accelerated, but shall be made at such time as such Accounts would have otherwise
been payable hereunder.




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ARTICLE 11 — General Provisions





	11.1	 	Nonassignability. The benefits provided under the Plan may not be alienated, assigned,
transferred, pledged or hypothecated by or to any person or entity, at any time or in any
manner whatsoever. These benefits shall be exempt from the claims of creditors or other
claimants of any Participant and from all orders, decrees, levies, garnishment or executions
against any Participant to the fullest extent allowed by law. Notwithstanding the foregoing,
the Participant’s Deferral Account may, to the extent permitted under Code section 409A, be
offset by any liability of the Participant to the Employer or any affiliate. An amount will
be subject to offset hereunder if owed or otherwise payable by the Participant at any time and
for any reason, including, but not limited to, a loan to the Participant, recovery of amounts
due to misconduct of the Participant, or any other liability or obligation of the Participant
of any type, as determined by the Committee.
	 
	11.2	 	Participant’s Rights Unsecured. The Plan is intended to be unfunded for purposes of both the
Code and ERISA. The right of a Participant or his or her Beneficiary to receive payment of
the Participant’s Deferral Account hereunder shall be a general unsecured claim against the
Employer’s general assets, and neither the Participant nor his or her beneficiary shall have
any rights in or against any amount credited to any investment account, trust or any other
specific assets of the Employer. To the extent that any person acquires a right to receive
payments from an Employer under the Plan, such right shall be no greater than the right of any
general unsecured creditor of the Employer.
	 
	11.3	 	Protective Provisions. A Participant shall cooperate with the Employer and Committee by
furnishing any and all information requested by the Employer or Committee in order to
facilitate the payment of benefits hereunder, and by taking such physical examinations as the
Employer or Committee may deem necessary and taking such other action as may be requested by
the Employer or Committee. If the Participant refuses to cooperate or makes any material
misstatement or nondisclosure of information, the portion of the Participant’s Deferral
Account attributable to Employer Contributions (as adjusted for the applicable Crediting Rate)
shall, to the extent provided by the Company, be forfeited.
	 
	11.4	 	Tax Liability. Any required federal, state or local tax withholding may be withheld from any
payment made pursuant to this Plan or from any other compensation payable to the Participant.
Notwithstanding the foregoing, a Participant may, to the extent permitted by the Committee
consistent with Code section 409A, elect to pay any required employment taxes (and any
resulting income taxes) that arise as of the date of deferral (or, if later, vesting)
hereunder either (a) by direct payment or (b) through the withholding of such amounts from
other compensation due the Participant. In the alternative, the Administrator may, in its
sole discretion, offset such taxes against the Participant’s vested Accounts to the extent
permitted under Treas. Reg. Section 1.409A-3(j)(4) or other applicable regulations.
	 
	11.5	 	Successors of the Company. The rights and obligations of the Company and other Employer
under the Plan shall inure to the benefit of, and shall be binding upon, the successors and
assigns of the Company or other Employer.




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	11.6	 	ERISA Plan. The Plan is intended to be an unfunded plan maintained primarily to provide
deferred compensation benefits for “a select group of management or highly compensated
employees” within the meaning of Sections 201, 301, and 401 of ERISA and therefore to be
exempt from Parts 2, 3, and 4 of Title I of ERISA. Notwithstanding any provisions of this
Plan to the contrary, if any Participant is determined not to be a “management or highly
compensated employee” within the meaning of ERISA or applicable regulations thereunder at the
time a Deferral Commitment is elected, such Participant will not be eligible to complete such
Deferral Commitment. Notwithstanding the foregoing, any amounts standing to the credit of
such Participant’s Deferral Account shall be paid in accordance with the terms of the Plan,
except that any amounts credited to such Participant’s Deferral Account in error due to such
Participant’s ineligibility for participation in the Plan, may (to the extent permitted under
Code section 409A or any applicable guidance thereunder) be returned to the Participant by the
end of the applicable Deferral Contribution Period.
	 
	11.7	 	Domestic Relations Orders. If a Participant’s spouse or former spouse has been determined
under a final domestic relations order to have an interest in the Participant’s vested
Deferral Account, the Committee (or its delegate) may, in its sole discretion consistent with
Code Section 409A, distribute the spouse’s or former spouse’s interest to that spouse or
former spouse in accordance with such order.
	 
	11.8	 	Employment Not Guaranteed. Nothing contained in the Plan nor any action taken hereunder
shall be construed as a contract of employment or as giving any Participant any right to
continued employment with the Company.
	 
	11.9	 	Construction. Titles of articles and sections herein are for convenience of reference only
and are not to be taken into account in interpreting the Plan. The masculine whenever used
herein shall include the feminine. The singular shall include the plural and the plural shall
include the singular whenever used herein unless the context requires otherwise.
	 
	11.10	 	Severability. If any provision of the Plan shall be held invalid or unlawful for any
reason, such event shall not affect or render invalid or unenforceable the remaining
provisions of the Plan.
	 
	11.11	 	Incapacity of Recipient. If the Committee determines that any person to whom any benefits
are payable hereunder is (a) unable to care for his or her affairs because of illness or
accident or (b) a minor, any payment due under the Plan may be paid to the duly appointed
guardian or conservator of such person or to any third party who is eligible to receive
payment from the Plan for the account of such person. Any such payment shall be a complete
discharge of the Employer’s liabilities hereunder.
	 
	11.12	 	Applicable Law. The Plan shall be governed and construed in accordance with the laws of the
Commonwealth of Virginia except where the laws of such state are preempted by ERISA.




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	11.13	 	Payment Upon Income Inclusion. If any portion of a Participant’s Deferral Account is
required to be included in income by the Participant prior to receipt due to a failure of this
Plan to comply with the requirements of Code section 409A, the Committee may, to the extent
permitted under Treas. Reg. §1.409A-3(j)(vii), determine that such Participant shall receive a
distribution from the Plan in an amount equal to the lesser of (a) the portion of his or her
Deferral Account required to be included in income as a result of the failure of the Plan to
comply with the requirements of Code section 409A, or (b) the vested portion of his or her
Deferral Account.
	 
	11.14	 	Notice. Any notice, consent, election, claim or demand required or permitted to be given
under the provisions of this Plan shall be in writing, and shall be signed by the party giving
or making the same. If such notice, consent, election, claim or demand is to be mailed, it
shall be sent by United States certified mail, postage prepaid, addressed to the addressee’s
last known address. The date of such mailing shall be deemed the date of notice, consent,
election, claim or demand.
	 
	11.15	 	Arbitration. Any claim, dispute or other matter in question of any kind relating to this
Plan shall be settled by arbitration in accordance with the Rules of the American Arbitration
Association. Notice of demand for arbitration shall be made in writing to the opposing party
and to the American Arbitration Association within a reasonable time after the claim, dispute
or other matter in question has arisen. In no event shall a demand for arbitration be made
after the date when the applicable statute of limitations would bar the institution of a legal
or equitable proceeding based on such claim, dispute or other matter in question. The
decision of the arbitrators shall be final and may be enforced in any court of competent
jurisdiction.
	 
	11.16	 	Compliance with Section 409A. This Plan is intended to comply with the distribution and
other applicable requirements of Code section 409A and the Plan shall be interpreted and
applied to comply with section 409A.
	 
	11.17	 	No Guarantee of Benefits. Nothing in this Plan shall constitute a guarantee by Employer,
Company, Committee or any other person or entity that the Employer’s assets will be sufficient
to pay any benefits hereunder.
	 
	11.18	 	Mergers/Account Transfers. Upon the merger of, or the transfer of accounts from, another
plan, the rights of such Participants to their prior plan accounts shall (except as otherwise
required to comply with Code section 409A) be determined solely under the terms of this Plan
and they shall have no further right, title or interest under the prior plan. By
participating in, and accepting any benefits under, this Plan, any Participant to whom this
Section 11.17 applies hereby waives any rights and claims that the Participant may have had at
any time under the prior plan. This waiver shall be binding on all such Participants and
their beneficiaries.




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     IN WITNESS WHEREOF, Sunrise Senior Living, Inc. has caused this document to be executed by its
duly authorized officer, this 19th day of December, 2008.



	 	 	 	 	 
	 	Sunrise Senior Living, Inc.

 	 
	 	By:  	/s/ Mark S. Ordan
 	 
	 	 	Title:      Chief Executive Officer 	 
	 	 	 	 
	 




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