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EXHIBIT 10.2




INDEMNIFICATION AGREEMENT




     THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made as of November
13, 2003 by and between Sunrise Senior Living, Inc., a Delaware corporation
(the “Company”), and Paul J. Klaassen (“Indemnitee”), a director and officer of
the Company.



     WHEREAS, Section 6 of the Amended and Restated Bylaws of the Company, as
amended (the “Bylaws”), provides that the Company, among other things, shall
indemnify and hold harmless each person who was or is a party or is threatened
to be made a party to or is involved in any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative, or
investigative and whether by or in the right of the Company or otherwise, by
reason of the fact that he or she is or was an officer or director of the
Company or is or was serving at the request of the Company as an officer,
director, employee, partner (limited or general) or agent of another
corporation or of a partnership, joint venture, limited liability company,
trust, or other enterprise; and



     WHEREAS, in recognition of Indemnitee’s need for protection against
personal liability in order to enhance Indemnitee’s continued service to the
Company and Indemnitee’s reliance on the provisions of Section 6 of the Bylaws
requiring indemnification under certain circumstances, and in part to provide
Indemnitee with specific contractual assurance that indemnification protection
will be available and to implement such Bylaw provision, the Company wishes to
provide in this Agreement for the indemnification of, and the advancement of
expenses to, Indemnitee to the fullest extent permitted by law.



     NOW, WHEREAS, in consideration of the mutual premises and covenants
contained herein, and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:



     SECTION 1. Right to Indemnification. The Company shall to the fullest
extent permitted by applicable law as then in effect indemnify and hold
harmless the Indemnitee in the event that he was or is a party to or is
involved or becomes involved in any manner (including, without limitation, as a
party, intervenor or a witness) 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 (including
without limitation, any action, suit or proceeding by or in the right of the
Company to procure a judgment in its favor) (a “Proceeding”) by reason of the
fact that he, or a person of whom he is the legal representative, is or was a
director and/or officer of the Company, or is or was serving at the request of
the Company as a director, officer, partner (limited or general) or agent of
another corporation, partnership, joint venture, limited liability company,
trust or other enterprise (including, without limitation, service with respect
to an employee benefit plan) 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. Such indemnification shall be a contract right and shall include
the right to receive payment in advance of any expenses incurred by the
Indemnitee in connection with such Proceeding, consistent with the provisions
of applicable law as then in effect.



 









 





     SECTION 2. Indemnification; Not Exclusive Right. The right of
indemnification provided in this Agreement shall not be exclusive of and shall
be in addition to, and not in lieu of, any other rights to which the Indemnitee
may otherwise be entitled under applicable law, the Bylaws, or otherwise.
Nothing in this Agreement shall diminish or otherwise restrict the Indemnitee’s
right to indemnification under applicable law, the Bylaws of otherwise. The
provisions of this Agreement shall inure to the benefit of the heirs,
executors, administrators and other legal representatives of the Indemnitee and
shall be applicable to Proceedings commenced or continuing after the adoption
of this Agreement, whether arising from acts or omissions occurring before or
after its execution and delivery.



     SECTION 3. Advancement of Expenses; Procedures; Presumptions and Effect of
Certain Proceedings; Remedies. In furtherance, but not in limitation of the
foregoing provisions, the following procedures, presumptions and remedies shall
apply with respect to the advancement of expenses and the right to
indemnification under this Agreement:



        3(a) Advancement of Expenses. All reasonable expenses incurred by or on
behalf of the Indemnitee in the defense of or other involvement in or otherwise
in connection with any Proceeding shall be advanced to the Indemnitee by the
Company within twenty (20) days after the receipt by the Company of a statement
or statements from the Indemnitee requesting such advance or advances from time
to time, whether prior to or after final disposition of such Proceeding. Such
statement or statements shall reasonably evidence the expenses incurred by the
Indemnitee and, if required by law at the time of such advance, shall include
or be accompanied by an undertaking by or on behalf of the Indemnitee to repay
the amounts advanced if it should ultimately be determined that the Indemnitee
is not entitled to be indemnified against such expenses pursuant to this
Agreement.



        3(b) Procedure for Determination of Entitlement to Indemnification.



            (i) To obtain indemnification under this Agreement, the Indemnitee shall
submit to the Secretary of the Company a written request, including such
documentation and information as is reasonably available to the Indemnitee and
reasonably necessary to determine whether and to what extent the Indemnitee is
entitled to indemnification (the “Supporting Documentation”). The
determination of the Indemnitee’s entitlement to indemnification shall be made
not later than sixty (60) days after receipt by the Company of the written
request for indemnification together with the Supporting Documentation. The
Secretary of the Company shall, promptly upon receipt of such a request for
indemnification, advise the Board of Directors of the Company (the “Board of
Directors”) in writing that the Indemnitee has requested indemnification.



            (ii) The Indemnitee’s entitlement to indemnification under this Agreement
shall be determined in one of the following ways: (A) by a majority vote of the
Disinterested Directors (as hereinafter defined), even though less than a
quorum of the Board of Directors; (B) by a written opinion of Independent
Counsel (as hereinafter defined) if (x) a Change of Control (as hereinafter
defined) shall have occurred and the Indemnitee so requests or (y) there are no
Disinterested Directors, or a majority of Disinterested Directors, even though
less than a quorum, so directs; (C) by the stockholders of the Company (but
only if a majority of the Disinterested Directors, even though less than a
quorum of the Board of Directors, presents



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the issue of entitlement to indemnification to the stockholders for their
determination); or (D) as provided in Section 3(c).




            (iii) In the event the determination of entitlement to indemnification is
to be made by Independent Counsel pursuant to Section 3(b)(ii), a majority of
the Disinterested Directors, or in the absence of any Disinterested Directors,
a majority of the Board of Directors, shall select the Independent Counsel, but
only an Independent Counsel to which the Indemnitee does not reasonably object;
provided, however, that if a Change of Control shall have occurred, the
Indemnitee shall select such Independent Counsel, but only an Independent
Counsel to which the Board of Directors does not reasonably object.



        3(c) Presumptions and Effect of Certain Proceedings. Except as otherwise
expressly provided in this Agreement, the Indemnitee shall be presumed to be
entitled to indemnification under this Agreement upon submission of a request
for indemnification together with the Supporting Documentation in accordance
with Section 3(b)(i), and thereafter the Company shall have the burden of proof
to overcome that presumption in reaching a contrary determination. In any
event, if the person or persons empowered under Section 3(b) to determine
entitlement to indemnification shall not have been appointed or shall not have
made a determination within sixty (60) days after receipt by the Company of the
request therefor together with the Supporting Documentation, the Indemnitee
shall be deemed to be entitled to indemnification and shall be entitled to such
indemnification unless (A) the Indemnitee misrepresented or failed to disclose
a material fact in making the request for indemnification or in the Supporting
Documentation or (B) such indemnification is prohibited by law. The
termination of any Proceeding described in Section l, or of any claim, issue or
matter herein, by judgment, order, settlement or conviction, or upon a plea of
nolo contendere or its equivalent, shall not, of itself, adversely affect the
right of the Indemnitee to indemnification or create a presumption that the
Indemnitee did not act in good faith and in a manner which he reasonably
believed to be in or not opposed to the best interests of the Company or, with
respect to any criminal Proceeding, that the Indemnitee had reasonable cause to
believe that his conduct was unlawful.



        3(d) Remedies of Indemnitee.



            (i) In the event that a determination is made pursuant to Section 3(b)
that the Indemnitee is not entitled to indemnification under this Agreement,
the Indemnitee shall be entitled to seek an adjudication of his entitlement to
such indemnification either at the Indemnitee’s sole option, in (x) an
appropriate court of the State of Delaware or any other court of competent
jurisdiction or (y) an arbitration to be conducted by a single arbitrator
pursuant to the rules of the American Arbitration Association; it being
understood that any such judicial proceeding or arbitration shall be de novo
and the Indemnitee shall not be prejudiced by reason of such adverse
determination; and in any such judicial proceeding or arbitration the Company
shall have the burden of proving that the Indemnitee is not entitled to
indemnification under this Agreement.



            (ii) If a determination shall have been made or deemed to have been made,
pursuant to Sections 3(b) or (c), that the Indemnitee is entitled to
indemnification, the Company shall be obligated to pay the amounts constituting
such indemnification within five (5)



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days after such determination has been made or deemed to have been made
and shall be conclusively bound by such determination unless (A) the Indemnitee
misrepresented or failed to disclose a material fact in making the request for
indemnification or in the Supporting Documentation or (B) such indemnification
is prohibited by law. In the event that advancement of expenses is not timely
made pursuant to Section 3(a) or payment of indemnification is not made within
five (5) days after a determination of entitlement to indemnification has been
made or deemed to have been made pursuant to Section 3(b) or (c), the
Indemnitee shall be entitled to seek judicial enforcement of the Company’s
obligation to pay to the Indemnitee such advancement of expenses or
indemnification. Notwithstanding the foregoing, the Company may bring an
action, in an appropriate court in the State of Delaware or any other court of
competent jurisdiction, contesting the right of the Indemnitee to receive
indemnification hereunder due to the occurrence of an event described in
subclause (A) or (B) of this clause (ii) (a “Disqualifying Event”); provided,
however, that in any such action the Company shall have the burden of proving
the occurrence of such Disqualifying Event.




            (iii) The Company shall be precluded from asserting in any judicial
proceeding or arbitration commenced pursuant to this Section 3(d) that the
procedures and presumptions of this Agreement are not valid, binding and
enforceable and shall stipulate in any such court or before any such arbitrator
that the Company is bound by all the provisions of this Agreement.



            (iv) In the event that the Indemnitee, pursuant to this Section 3(d),
seeks a judicial adjudication of or an award in arbitration to enforce his or
her rights under, or to recover damages for breach of, this Agreement, the
Indemnitee shall be entitled to recover from the Company, and shall be
indemnified by the Company against, any expenses actually and reasonably
incurred by him if the Indemnitee prevails in such judicial adjudication or
arbitration. If it shall be determined in such judicial adjudication or
arbitration that the Indemnitee is entitled to receive part but not all of the
indemnification or advancement of expenses sought, all such expenses incurred
by the Indemnitee in connection with such judicial adjudication or arbitration
shall be paid.



        3(e) Definitions. For the purposes of this Section 3:



            (i) “Change in Control” means a change in control of 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 Securities Exchange Act of
1934, as amended (the “Act”), whether or not the Company is then subject to
such reporting requirement; provided that, without limitation, such a change in
control shall be deemed to have occurred if (A) any “person” (as such term is
used in Sections 13(d) and 14(d) of the Act) becomes after the date hereof the
“beneficial owner” (as defined in Rule l3d-3 under the Act), directly or
indirectly, of securities of the Company representing twenty-five percent (25%)
or more of the combined voting power of the Company’s then outstanding
securities without the prior approval of at least two-thirds of the members of
the Board of Directors in office immediately prior to such acquisition; (B) the
Company is a party to a merger, consolidation, sale of assets or other
reorganization, or a proxy contest, as a consequence of which members of the
Board of Directors in office immediately prior to such transaction or event
constitute less than a majority of the Board of Directors thereafter or (C)
during any period of two (2) consecutive years, individuals who at the



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beginning of such period constituted the Board of Directors (including for
this purpose any new director whose election or nomination for election by the
Company’s stockholders was approved by a vote of at least a majority of the
directors then still in office who were directors at the beginning of such
period) cease for any reason to constitute at least a majority of the Board of
Directors.




            (ii) “Disinterested Director” means a director of the Company who is not
or was not a party to the Proceeding in respect of which indemnification is
sought by the Indemnitee.



            (iii) “Independent Counsel” means a law firm or a member of a law firm
that neither presently is, nor in the past five (5) years has been, retained to
represent (A) the Company or the Indemnitee in any matter material to either
such party or (B) any other party to the Proceeding giving rise to a claim for
indemnification under this Agreement. Notwithstanding the foregoing, the term
“Independent Counsel” shall not include any person who, under the applicable
standards of professional conduct then prevailing under the law of the State of
Delaware, would have a conflict of interest in representing either the Company
or the Indemnitee in an action to determine the Indemnitee’s rights under this
Agreement.



     SECTION 4. Notification and Defense of Claim. Promptly after receipt of
notice of the commencement of any action, suit or proceeding, Indemnitee will,
if a claim in respect thereof is to be made against the Company under this
Agreement, notify the Company of the commencement thereof, but the omission so
to notify the Company will not relieve the Company from any liability that the
Company may have to Indemnitee under this Agreement unless the Company is
materially prejudiced thereby. With respect to any such action, suit or
proceeding as to which Indemnitee notifies the Company of the commencement
thereof:



        4(a) The Company will be entitled to participate therein at its own
expense; and



        4(b) Except as otherwise provided below, the Company jointly with any
other indemnifying party similarly notified will be entitled to assume the
defense thereof, with counsel reasonably satisfactory to Indemnitee. After
notice from the Company to Indemnitee of the Company’s election so to assume
the defense thereof, the Company will not be liable to Indemnitee under this
Agreement for any legal or other expenses subsequently incurred by Indemnitee
in connection with the defense thereof other than reasonable costs of
investigation or as otherwise provided below. Indemnitee shall have the right
to employ Indemnitee’s own counsel in such action, suit or proceeding, but the
fees and disbursements of such counsel incurred after notice from the Company
of the Company’s assumption of the defense thereof shall be at the expense of
Indemnitee unless (i) the employment by counsel by Indemnitee has been
authorized by the Company, (ii) Indemnitee shall have reasonably concluded that
there may be a conflict of interest between the Company and Indemnitee in the
conduct of the defense of such action, (iii) such action, suit or proceeding
seeks penalties or other relief against Indemnitee with respect to which the
Company could not provide monetary indemnification to Indemnitee (such as
injunctive relief or incarceration) or (iv) the Company shall not in fact have
employed counsel to assume the defense of such action, in each of which cases
the fees and disbursements of counsel shall be at the expense of the Company.
The Company shall not be entitled to assume



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the defense of any action, suit or proceeding brought by or on behalf of
the Company, or as to which Indemnitee shall have reached the conclusion
specified in (ii) above, or which involves penalties or other relief against
Indemnitee of the type referred to in (iii) above. It is acknowledged that a
director or former director shall be entitled under circumstances specified in
the Bylaws to expenses of separate legal counsel, up to the amount specified
therein.




        4(c) The Company shall not be liable to indemnify Indemnitee under this
Agreement for any amounts paid in settlement of any action or claim effected
without the Company’s written consent. The Company shall not settle any action
or claim in any manner that would impose any penalty or limitation on
Indemnitee without Indemnitee’s written consent. Neither the Company nor
Indemnitee will unreasonably withhold consent to any proposed settlement.



     SECTION 5. Severability. If any provision or provisions of this Agreement
shall be held to be invalid, illegal or unenforceable for any reason
whatsoever: (a) the validity, legality and enforceability of the remaining
provisions of this Agreement (including, without limitation, all portions of
any paragraph of this Agreement containing any such provision held to be
invalid, illegal or unenforceable, that are not themselves invalid, illegal or
unenforceable) shall not in any way be affected or impaired thereby and (b) to
the fullest extent possible, the provisions of this Agreement (including,
without limitation, all portions of any paragraph of this Agreement containing
any such provision held to be invalid, illegal or unenforceable, that are not
themselves invalid, illegal or unenforceable) shall be construed so as to give
effect to the intent manifested by the provision held invalid, illegal or
unenforceable.



     SECTION 6. Company’s Right to Indemnification. Nothing in this Agreement
shall diminish, limit or otherwise restrict or modify in any way the Company’s
right to indemnification or contribution from an Indemnitee or an Indemnitee’s
obligation to indemnify or hold harmless the Company under any agreement,
instrument, commitment or understanding now or hereafter in effect.



     SECTION 7. Cancellation. The Company may cancel the provisions of this
Agreement prospectively only upon thirty (30) days’ prior written notice to
Indemnitee, in order to afford Indemnitee an opportunity to resign as officer
and/or director rather than continue to serve absent indemnification provided
under this Agreement; it being understood that “prospectively only” shall mean
that the Agreement shall remain in full force and effect for all acts or
omissions that occur through the effective date of cancellation.



     SECTION 8. Amendments and Waiver. No amendment, modification or discharge
or this Agreement, and no waiver hereunder, shall be valid or binding unless
set forth in writing and duly executed by both of the parties hereto. Neither
the waiver by any of the parties hereto of a breach of or a default under any
of the provisions of this Agreement, nor the failure of any of the parties, on
one or more occasions, to enforce any of the provisions of this Agreement or to
exercise any right or privilege hereunder shall thereafter be construed as a
waiver of any subsequent breach or default of a similar nature, or as a waiver
of any of such provisions, rights or privileges hereunder. No delay or failure
on the part of any party in exercising any right, power or privilege under this
Agreement or under any other instruments given in connection with or pursuant
to this Agreement shall impair any such right, power or privilege or be
construed as a



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waiver of any default or any acquiescence therein. No single or partial
exercise of any such right, power or privilege shall preclude the further
exercise of such right, power or privilege, or the exercise of any other right,
power or privilege.




     SECTION 9. Subrogation. In the event of payment under this Agreement, the
Company shall be subrogated to the extent of such payment to all of the rights
of recovery of Indemnitee, who shall execute all papers required and shall do
everything that may be necessary to secure such rights, including the execution
and delivery of such documents necessary to enable the Company effectively to
bring suit to enforce such rights.



     SECTION 10. No Duplication of Payment. The Company shall not be liable
under this Agreement to make any payment in connection with any claim made
against Indemnitee to the extent Indemnitee has otherwise actually received
payment (under any insurance policy, Bylaw provision or otherwise) of the
amounts otherwise indemnifiable hereunder.



     SECTION 11. Governing Law; Headings. This Agreement shall be governed by
and construed and enforced in accordance with the laws of the State of Delaware
applicable to contracts made and to be performed in such state without giving
effect to the principles of conflicts of laws. The section and other headings
contained in this Agreement are for reference purposes only and shall not
affect in any way the meaning of interpretation of this Agreement.



     IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement or have caused this Agreement to be executed and delivered as of the
day and year first above written.



SUNRISE SENIOR LIVING, INC.




	 	 	 
	By:

	 	/s/ Thomas J. Donohue
	

	 	
 
	Name:

	 	Thomas J. Donohue
	Title:

	 	Director and
	

	 	Chairman, Compensation Committee







INDEMNITEE




	 	 	 
	By:

	 	/s/ Paul J. Klaassen
	

	 	
 
	Name:

	 	Paul J. Klaassen








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