UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-K/A
 Amendment No. 2
 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended December 31, 2008
Commission File Number 1-16499
 SUNRISE SENIOR LIVING, INC.
  Delaware
    
    54-1746596(State or other jurisdiction
    
    (I.R.S. Employerincorporation or organization)
    
    Identification No.)7902 Westpark DriveMcLean, VA
    
    22102(Address of principal
    
    (Zip Code)executive offices)
   Title of Each Class
    
    Name of Each Exchange on Which RegisteredCommon stock, $.01 par value per share
    
    New York Stock Exchange
  o þ
 o þ
 þ o
 o o
 o
  Large accelerated filer þ
Accelerated filer o
Non-accelerated filer o(Do not check if a smaller reporting company)
Smaller reporting company o o þ
   DOCUMENTS INCORPORATED BY REFERENCE




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EXPLANATORY NOTE
  2




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PART III
 Item 10. Directors, Executive Officers and Corporate Governance
 Information Regarding Directors
  Age atApril 15,
    
    Director
    
    Term
    
    Current Position(s) HeldName:
    
    2009
    
    Since(1)
    
    Expires(2)
    
    With SunriseGlyn F. Aeppel
    
    
    50
    
    
    
    2008
    
    
    
    2009
    
    
    DirectorThomas J. Donohue
    
    
    70
    
    
    
    1995
    
    
    
    2009
    
    
    DirectorDavid I. Fuente
    
    
    63
    
    
    
    2008
    
    
    
    2009
    
    
    DirectorStephen D. Harlan
    
    
    75
    
    
    
    2007
    
    
    
    2009
    
    
    DirectorJ. Douglas Holladay
    
    
    62
    
    
    
    2000
    
    
    
    2009
    
    
    DirectorWilliam G. Little
    
    
    66
    
    
    
    2004
    
    
    
    2009
    
    
    DirectorPaul J. Klaassen (3)
    
    
    51
    
    
    
    1981
    
    
    
    2010
    
    
    Non-Executive Chairman of the BoardLynn Krominga (4)
    
    
    58
    
    
    
    2007
    
    
    
    2010
    
    
    Lead Independent DirectorMark S. Ordan (5)
    
    
    50
    
    
    
    2008
    
    
    
    2010
    
    
    Director and Chief Executive Officer
 
 (1)
    
    The dates shown reflect the year in which these persons were first elected as directors of
Sunrise or its predecessors.(2)
    
    At the 2008 annual meeting of stockholders held in November 2008, the Companys stockholders
approved an amended and restated certificate of incorporation providing that all directors
elected or appointed at or after the 2008 annual meeting will serve for terms expiring at the
next annual meeting of stockholders, so that, beginning at the 2010 annual meeting, our board
of directors will no longer be divided into classes and all directors will be elected to serve
terms expiring at the next annual meeting.(3)
    
    On November 1, 2008, Mr. Klaassen became the Companys non-executive chairman of the board.(4)
    
    On November 1, 2008, Ms. Krominga became the Companys lead independent director.(5)
    
    On November 1, 2008, Mr. Ordan became the Companys chief executive officer.  Glyn F. Aeppel
 Thomas J. Donohue
 3




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##### 



David I. Fuente
 Stephen D. Harlan
 J. Douglas Holladay
 William G. Little
 Paul J. Klaassen
 Lynn Krominga
 4




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##### 



Mark S. Ordan
 Information Regarding Executive Officers
  Richard J. Nadeau
 D. Gregory Neeb ,
 Daniel J. Schwartz,
 5




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##### 



John F. Gaul,
  Corporate Governance Guidelines, Committee Charters and Code of Conduct
   Annual Certifications
  Executive Sessions of Non-Management Directors
  Communications with the Board of Directors
  
 Audit Committee
  6




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##### 



Audit Committee Financial Expert
  Section 16(a) Beneficial Ownership Reporting Compliance
  Changes to Procedures for Recommending Director Nominees
  Stockholder Advance Notice Provisions
 
    
    Annual meetings: Under the Revised Bylaws, stockholders proposing matters for
consideration at an annual meeting must provide notice not earlier than 120 days and not
later than 90 days prior to the anniversary of the date on which the Company first mailed
its proxy materials for the immediately preceding annual meeting. If, however, the date of
the annual meeting is more than 30 days before or more than 60 days after such anniversary
date, stockholder notice must be delivered not earlier than 120 days and not later than 90
days prior to the date of such annual meeting. If the first public announcement of the date
is less than 100 days prior to the date of such annual meeting, then stockholder notice
must be delivered not later than the 10th day following such public announcement.
    
    Special meetings: Stockholders proposing matters for consideration at a special meeting
must provide notice not less than 120 days prior to the date of the special meeting. If the
first public announcement of the date of such special meeting is less than 130 days prior
to the date of such special meeting, stockholder notice must be delivered not later than
the 10th day following such public announcement
  7




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##### 



Item 11. Executive Compensation
 COMPENSATION DISCUSSION AND ANALYSIS
  Current
    
    FormerMark S. Ordan, Chief Executive Officer (1)
    
    Paul J. Klaassen, Chairman of the Board (4)Richard J. Nadeau, Chief Financial Officer
    
    Michael B. Lanahan, Chairman of Greystone (5)Daniel J. Schwartz, Senior Vice President  North
    
    Tiffany L. Tomasso, Executive Vice President American Operations (2)
    
    European Operations (6)John F. Gaul, General Counsel (3)
 
 (1)
    
    Mr. Ordan joined the Company as its chief investment and administrative officer in March
2008. On November 1, 2008, Mr. Ordan became our chief executive officer. He also serves as a
director of the Company.(2)
    
    Mr. Schwartz became an executive officer in December 2008.(3)
    
    On December 9, 2008, the Company and Mr. Gaul entered into a Separation Agreement and General
Release memorializing the terms of Mr. Gauls previously-reported departure pursuant to his
participation in the Companys voluntary separation program. By mutual agreement of the
Company and Mr. Gaul, Mr. Gauls employment will terminate on
May 1, 2009.(4)
    
    Effective November 1, 2008, Mr. Klaassen resigned as our chief executive officer. Mr.
Klaassen currently serves as the non-executive chairman of the board.(5)
    
    On March 18, 2009, we completed the sale of our Greystone subsidiaries to two senior
Greystone executives, including Mr. Lanahan, and other investors. Accordingly, Mr. Lanahan is
no longer employed by us.(6)
    
    Ms. Tomasso served as our chief operating officer until December 22, 2008. Ms. Tomasso
currently serves as executive vice president  European Operations.  Compensation Philosophy and Objectives
    8




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##### 




    
    Attracting and retaining highly skilled executives who are committed to fulfilling
the Companys mission to champion quality of life for all seniors;
    
    Linking compensation opportunity to achievement of the Companys short- and long-term
financial and strategic goals;
    
    Creating commonality of interest between management and stockholders by tying
compensation realized directly to changes in stockholder value;
    
    Maximizing the financial efficiency of the overall executive compensation program
from a tax, accounting, and cash flow perspective; and
    
    Ensuring compliance with the highest standards of corporate governance.
 Impact of Business Environment on Compensation
   Compensation Committee Process
    Role of the Compensation Committee
  9




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##### 



Role of the Independent Compensation Consultant
  
    
    development of a peer group for compensation benchmarking purposes;
    
    assisting with the preparation of this Compensation Discussion and Analysis;
    
    assisting in the review of our severance programs;
    
    reviewing the employment terms of new executives;
    
    conducting a review of competitive compensation levels and practices among relevant
benchmarks, including the peer companies and other similarly-sized companies;
    
    assisting in the development of the Companys compensation philosophy;
    
    assisting in designing and determining the share reserve for the 2008 Omnibus Stock
Incentive Plan, which was approved by stockholders on November 13, 2008; and
    
    advising regarding the long-term incentive plan design and structure.
  Benchmarking Against Peer Company Compensation
  
    
    Avatar Holdings, Inc.
    
    Bluegreen Corporation
    
    Brookdale Senior Living, Inc.
    
    Community Health Systems, Inc.
    
    Five Star Quality Care, Inc.
    
    Forest City Enterprises, Inc.
    
    Gaylord Entertainment Company
    
    Health Management Associates, Inc.
    
    HealthSouth Corporation
    
    Kindred Healthcare, Inc.
    
    Psychiatric Solutions, Inc.
    
    Res-Care, Inc.
    
    Starwood Hotels & Resorts Worldwide, Inc.
    
    Sun Healthcare Group, Inc.
 10




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##### 




    
    Universal Health Services, Inc.
    
    Wyndham Worldwide Corporation
  Components of 2008 Executive Compensation
  Component
    
    Purpose
    
    FormBase Salary
    
    Provide
market-competitive base
compensation to attract
and retain highly
talented executives
    
    CashAnnual Incentive and Special
Bonus
    
    Motivate executives to
achieve superior
performance during the
year as against
measurable targets
On occasion, recognize
special contributions not
reflected in other
elements of compensation
    
    CashEquity Awards
    
    Motivate executives to
achieve and sustain
long-term company
performance and align
executives interests
with stockholders
interests 
Motivate executives to
remain with the Company
through potential wealth
accumulation
On occasion, recognize
special contributions for
individuals we are
committed to retaining
    
    Mostly stock
options in 2008
(restricted stock,
restricted stock
units and stock
options in prior
years)Perquisites and Benefits
    
    Provide
market-competitive
compensation components
to attract and retain
executive talent
    
    Various (as described below)Deferred Compensation
    
    Provide tax-deferred
means to save for
retirement through cash
deferral or to increase
stock ownership through
purchases of company
stock in deferred
accounts
    
    Eligibility to participate in
401(k) plan, Bonus Deferral Program
and non-qualified deferred
compensation plans
  2008 Base Salaries
  11




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##### 



Executive
    
    2007 Salary
    
    2008 Salary
    
    % ChangePaul J. Klaassen
    
    $
    500,000
    
    
    $
    500,000
    
    
    
    0
    %Mark S. Ordan
    
    $
    
    
    
    $
    650,000
    (1)
    
    
    Richard J. Nadeau
    
    $
    450,000
    
    
    $
    500,000
    (2)
    
    
    11.1
    %Daniel J. Schwartz
    
    $
    300,000
    
    
    $
    350,000
    (3)
    
    
    16.7
    %Michael B. Lanahan (4)
    
    $
    378,560
    
    
    $
    378,560
    
    
    
    0
    %John F. Gaul
    
    $
    375,000
    
    
    $
    375,000
    
    
    
    0
    %Tiffany L. Tomasso
    
    $
    465,000
    
    
    $
    350,000
    (5)
    
    
    -24.8
    %
 
 (1)
    
    Mr. Ordans base salary was $465,000 for the period March 19, 2008 to November 1, 2008.
Effective November 1, upon becoming chief executive officer, Mr. Ordans base salary was
increased to $650,000 pursuant to his employment agreement.(2)
    
    Mr. Nadeaus base salary was increased effective December 2008 upon approval by the
Compensation Committee of the terms of his employment agreement.(3)
    
    Mr. Schwartzs base salary was increased to $325,000 in March 2008 (prior to his becoming an
executive officer) and increased to $350,000 effective December 2008 upon approval by the
Compensation Committee of the terms of his employment agreement.(4)
    
    On March 18, 2009, we completed the sale of our Greystone subsidiaries to two senior
Greystone executives, including Mr. Lanahan, and other investors. Accordingly, Mr. Lanahan is
no longer employed by us.(5)
    
    Ms. Tomassos base salary was decreased in December 2008 as a result of the change in her
role from chief operating officer to executive vice president  European Operations. 2008 Annual Incentive and Special Bonuses
   12




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##### 



Equity Incentive Compensation
  Bonus Deferral Program
  2008 Equity Awards
     13




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##### 



Employment and Separation Agreements
    Other Compensation
 Perquisites
   14




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##### 



Sunrise and Greystone Deferred Compensation Plans
    Nonqualified Deferred Compensation for Mr. Klaassen
  Severance and Change in Control Arrangements
     15




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##### 



Long-Term Incentive Cash Bonus Plan
      Recoupment Policy
  16




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##### 



Compensation Deductibility Policy
  Advancement of Expenses
  REPORT OF COMPENSATION COMMITTEE
   
 17




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##### 



SUMMARY COMPENSATION TABLE
 Change inPensionValueandNonqualifiedNon-Equity
    
    DeferredStock
    
    Option
    
    Incentive Plan
    
    Compensation
    
    All OtherName and
    
    
    
    
    
    Salary
    
    Bonus
    
    Awards
    
    Awards
    
    Compensation
    
    Earnings
    
    Compensation
    
    TotalPrincipal Position(s)
    
    Year
    
    ($)
    
    ($)(1)
    
    ($)(2)
    
    ($)(3)
    
    ($)(4)
    
    ($)
    
    ($)(5)
    
    ($)Paul J. Klaassen
    
    
    2008
    
    
    $
    440,385
    
    
    $
    
    
    
    $
    (1,204,532
    )
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    1,678,853
    
    
    $
    914,706Non-Executive
Chairman of the
Board (6)
    
    
    2007
    
    
    
    501,923
    
    
    
    
    
    
    
    388,653
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    888,698
    
    
    
    1,779,2742006
    
    
    
    501,923
    
    
    
    
    
    
    
    840,925
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    686,476
    
    
    
    2,029,324Mark S. Ordan
    
    
    2008
    
    
    
    399,019
    
    
    
    500,000
    
    
    
    500,000
    
    
    
    462,231
    
    
    
    
    
    
    
    
    
    
    
    82,373
    
    
    
    1,943,623Chief Executive
Officer and
Director(7)
    
    
    2007
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2006
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Richard J. Nadeau
    
    
    2008
    
    
    
    455,962
    
    
    
    
    
    
    
    600,000
    
    
    
    505,979
    
    
    
    75,000
    
    
    
    
    
    
    
    
    
    
    
    1,636,941Chief Financial Officer
    
    
    2007
    
    
    
    145,385
    
    
    
    112,500
    
    
    
    100,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    48,225
    
    
    
    406,1102006
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Daniel J. Schwartz
    
    
    2008
    
    
    
    323,077
    
    
    
    
    
    
    
    133,661
    
    
    
    1,594
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    458,332Senior Vice
President, North
American
Operations(8)
    
    
    2007
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2006
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Michael B. Lanahan
    
    
    2008
    
    
    
    378,560
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    40,009
    
    
    
    418,569Chairman of Greystone
(9)
    
    
    2007
    
    
    
    378,560
    
    
    
    378,560
    
    
    
    317,231
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    54,702
    
    
    
    1,129,0532006
    
    
    
    364,000
    
    
    
    364,000
    
    
    
    634,410
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    38,320
    
    
    
    1,400,730John F. Gaul
    
    
    2008
    
    
    
    377,885
    
    
    
    150,000
    
    
    
    33,156
    
    
    
    
    
    
    
    568,143
    
    
    
    
    
    
    
    
    
    
    
    1,129,184General Counsel(10)
    
    
    2007
    
    
    
    362,019
    
    
    
    
    
    
    
    96,624
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,683
    
    
    
    461,3262006
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Tiffany L. Tomasso
    
    
    2008
    
    
    
    468,577
    
    
    
    
    
    
    
    205,105
    
    
    
    
    
    
    
    2,001,172
    
    
    
    
    
    
    
    
    
    
    
    2,674,854Executive Vice
President  European
Operations (11)
    
    
    2007
    
    
    
    452,365
    
    
    
    
    
    
    
    374,851
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,375
    
    
    
    830,5912006
    
    
    
    388,846
    
    
    
    292,500
    
    
    
    505,690
    
    
    
    106,862
    
    
    
    
    
    
    
    
    
    
    
    11,415
    
    
    
    1,305,313
 
 (1)
    
    In November 2008, Mr. Ordan was paid a bonus of $500,000 pursuant to
his employment agreement entered into in connection with his promotion
to chief executive officer. In May 2008, Mr. Gaul received a special
bonus of $150,000 recognizing his contribution to the completion of
the Companys restatement of its 2003-2005 financial statements. The Company has paid no bonuses to officers for 2008 based on the
Companys results. The Compensation Committee approved a $500,000 cash bonus paid to Mr. Ordan
pursuant to the terms of his employment agreement. Mr. Ordan has informed the Compensation Committee that he intends to
present a recommendation to the Committee at the scheduled May 6, 2009 meeting for bonuses to be
paid to certain executive officers based on their exemplary performance during 2008.(2)
    
    This column represents the dollar amount recognized for financial
statement purposes in accordance with SFAS 123R with respect to a
restricted stock award made to Mr. Ordan in March 2008, a restricted
stock award made to Mr. Nadeau in November 2007, a restricted stock
unit award made to Ms. Tomasso in March 2006 under the Bonus Deferral
Program and restricted stock awards made to Messrs. Schwartz, Lanahan
and Gaul and Ms. Tomasso in prior fiscal years. Pursuant to SEC rules,
the amounts shown exclude the impact of estimated forfeitures related
to service-based vesting provisions. For a description of the
assumptions used in 2006, 2007 and 2008 in computing the dollar amount
recognized for financial statement reporting purposes, refer to Note
15 to our Consolidated Financial Statements included in Item 8 to our
2008 Form 10-K. For Mr. Klaassen, the amount shown for 2008
represents the reversal of the 2007 and 2006 SFAS 123R compensation
expense for 36,654 shares of restricted stock and 33,487 restricted
stock units awarded to him for the years 2003-2005 that 18




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##### 



Mr. Klaassen
surrendered to the Company for cancellation in March 2008. On December
23, 2008, the Compensation Committee waived the provision regarding
deferred vesting of restricted stock held by employees for which
vesting had been deferred in 2007 and 2008 pursuant to the terms of
the related award agreement until the next open window under the
Companys insider trading policy, including shares of restricted stock
held by Messrs. Nadeau, Schwartz, Lanahan, Gaul and Ms. Tomasso for
17,714, 11,208, 37,000, 34,558 and 96,392 shares, respectively. In
addition, Mr. Ordans employment agreement entered into on November
13, 2008 provides for acceleration of the unvested portion of his
March 2008 restricted stock award upon various triggering events in
accordance with the provisions of his employment agreement or the
award agreement, if more generous. See Employment Agreements Mark
S. Ordan Employment Agreement and Potential Payments Upon
Termination and Change in Control to Messrs. Ordan, Nadeau and Schwartz  Mr. Ordan  Acceleration of
Vesting of Equity Awards below for additional information. There was
no incremental SFAS 123R expense for either the acceleration of the
vesting of the restricted stock for which vesting had been deferred or
for the modification of the vesting acceleration terms of Mr. Ordans
March 2008 restricted stock award.(3)
    
    This column represents the aggregate dollar amount recognized for
financial statement purposes in accordance with SFAS 123R with respect
to a stock option granted to Mr. Nadeau in May 2008 and stock options
granted to Messrs. Ordan, Nadeau and Schwartz in December 2008 and Ms.
Tomasso in prior years. In May 2008, Mr. Nadeau was awarded a special bonus in the form of an equity award with a
value of $500,000 recognizing his work on the Companys restatement of its 2003-2005 financial
statements. Mr. Nadeau elected to receive this award as a grant of 44,006 stock options. This award
was valued at $500,000 on the date of grant for accounting purposes. In issuing the options, the
Company miscalculated the number of shares and awarded Mr. Nadeau an additional 10,388 options. This error
has been corrected and the additional options were cancelled in 2009. Pursuant to SEC rules, the amounts shown
exclude the impact of estimated forfeitures related to service-based
vesting provisions. In addition, Mr. Ordans employment agreement
entered into on November 13, 2008 provides for acceleration of the
unvested portion of his March 2008 option awards upon various
triggering events in accordance with the provisions of his employment
agreement or the award agreements, if more generous. See Employment
Agreements  Mark S. Ordan Employment Agreement and Potential
Payments Upon Termination and Change in Control to Messrs. Ordan, Nadeau and Schwartz  Mr. Ordan 
Acceleration of Vesting of Equity Awards below for additional
information. There was no incremental SFAS 123R expense for
modification of the vesting acceleration terms.(4)
    
    The amount shown in this column for Mr. Nadeau represents a special
bonus of $75,000 in recognition of his leadership to effect the
Company becoming current in its periodic report filings with the SEC.
The amounts shown for Mr. Gaul and Ms. Tomasso represent earned
amounts for 2008 in respect of their interests in the PS UK bonus pool
under our LTIC Bonus Plan. See Grants of Plan-Based Awards table
below for additional information on Mr. Gaul and Ms. Tomassos
interests in this plan.(5)
    
    The amounts in this column for 2008 consist of: Perquisites (if total perquisites are $10,000 or more)Payment
    
    
    
    
    
    Loss
    
    Paid orPersonal Use
    
    Suppl.
    
    Use of Company
    
    of
    
    Club Dues
    
    on Deferred
    
    Accrued Post-401(k)
    
    of Company
    
    Medical
    
    Car/Auto
    
    Legal
    
    and
    
    Comp.
    
    Termination ofName
    
    Match
    
    Aircraft
    
    Insur.
    
    Allowance
    
    Fees
    
    Fees
    
    Account
    
    Empl. Payments
    
    TotalPaul J. Klaassen
    
    $
    
    
    
    $
    184,281
    (a)
    
    $
    750
    
    
    $
    48,260
    (b)
    
    $
    
    
    
    $
    
    
    
    $
    (469,876
    )(c)
    
    $
    1,915,438
    (d)
    
    $
    1,678,853Mark S. Ordan
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    7,130
    
    
    
    75,000
    (e)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    82,130Richard J. Nadeau
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Daniel J. Schwartz
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Michael B. Lanahan
    
    
    3,785
    
    
    
    
    
    
    
    
    
    
    
    13,200
    
    
    
    
    
    
    
    23,024
    
    
    
    
    
    
    
    
    
    
    
    40,009John F. Gaul
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Tiffany L. Tomasso
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
 19




---



##### 



(a)
    
    Consists of $184,281 for personal use by Mr. and Mrs. Klaassen of aircraft in which the Company has fractional ownership interests.
This number represents the variable operating costs of the flights for that personal travel (for example, hourly charges, fuel adjustment costs, landing fees, catering
charges and ground transportation). In addition, the Company incurred fixed costs for the aircraft (i.e. the monthly management
fees for flight crews, aircraft maintenance, storage and other fixed program costs and book depreciation expenses relating to the purchase price paid
by the Company for the fractional interests). The latter charges are incurred whether or not the aircraft
is flown. On March 16, 2008, the Board decided to eliminate any further personal use of the aircraft. Mr. Klaassen used the aircraft for personal purposes on several occasions
until September 18, 2008. This matter was brought to the
attention of the Board on April 27, 2009 and since
Mr. Klaassen had used the aircraft for personal use after
March 16, 2008, he paid the Company $110,954 to settle the
matter. The remaining amount of $73,331 represents the variable
portion of aircraft use by Mr. and Mrs. Klaassen for the period prior
to March 16, 2008.(b)
    
    Consists of $48,260 representing the use of a Company car by Mr. Klaassen until March
2008. We calculated the cost of the personal use of the automobile by adding the 2008
insurance premium and the depreciation expense we recorded in our 2008 financial
statements relating to the automobile and the loss we incurred when the automobile was
sold in May 2008.(c)
    
    Represents the 2008 loss recorded on investments in a non-qualified deferred
compensation account established for Mr. Klaassen pursuant to a prior employment
agreement. See Employment Agreements Paul J. Klaassen Employment Agreement and
Nonqualified Deferred Compensation for additional information.(d)
    
    Consists of the following amounts and benefits which Mr. Klaassen became entitled to
receive under his employment agreement as a result of this resignation as our chief
executive officer effective November 1, 2008: (i) annual payments of his 2008 salary of
$500,000 for three years, beginning on November 1, 2009, and (ii) medical and supplemental
insurance coverage for Mr. Klaassen and his family until he attains or, in the case of his
death, would have attained, age 65 (but for his children only through their attainment of
age 22) at an estimated present value cost of $415,438. See  Employment Agreements
Paul J. Klaassen Employment Agreement for additional information.(e)
    
    Represents legal fees paid by the Company to Mr. Ordans counsel in connection with
the preparation of Mr. Ordans employment agreement.
 (6)
    
    From January 2008 to March 2008, Mr. Klaassen served as our chairman of
the board and chief executive officer. In March 2008, he resigned as
chairman of the board (but remained as a director of the Company) and
continued to serve as our chief executive officer. Effective November 1,
2008, he resigned as our chief executive officer. At such time, he
assumed the position of non-executive chairman of the board.(7)
    
    Mr. Ordan joined the Company as our chief investment and administrative
officer in March 2008. On November 1, 2008, Mr. Ordan became our chief
executive officer. He also serves as a director of the Company.(8)
    
    Mr. Schwartz became an executive officer in December 2008.(9)
    
    On March 18, 2009, we completed the sale of our Greystone subsidiary and
Mr. Lanahan ceased to be employed by us. He did not receive any severance
in connection with his termination of employment.(10)
    
On December 9, 2008, the Company and Mr. Gaul entered into a Separation
Agreement and General Release memorializing the terms of Mr. Gauls
previously-reported departure pursuant to his participation in the
Companys voluntary separation program. By mutual agreement of the
Company and Mr. Gaul, Mr. Gauls
employment will terminate on May 1, 2009. See Payments Due Mr. Gaul Upon
Termination of Employment for information regarding amounts and benefits
due Mr. Gaul under his Separation Agreement following his termination of
employment.(11)
    
    Until December 22, 2008, Ms. Tomasso served as our chief operating officer. 20




---



##### 



GRANTS OF PLAN-BASED AWARDS
 All OtherStock
    
    All Other
    
    
    
    
    
    Grant DateAwards:
    
    Option
    
    
    
    
    
    FairNumber of
    
    Awards:
    
    
    
    
    
    Value ofShares
    
    Number of
    
    Exercise/
    
    StockEstimated Possible Payouts Under
    
    of Stock
    
    Securities
    
    Base Price
    
    andNon-Equity Incentive Plan Awards
    
    or
    
    Underlying
    
    of
    
    OptionGrant
    
    Threshold
    
    Target
    
    Maximum
    
    Units
    
    Options
    
    Option Awards
    
    AwardsName
    
    Date
    
    ($)
    
    ($)
    
    (#)
    
    (#)
    
    ($)
    
    ($/Share)
    
    ($)(1)Paul J. Klaassen
    
    
    
    
    
    $
    
    
    
    $
    
    
    
    
    
    
    
    
    
    
    
    $
    
    
    
    $
    
    
    
    $
    Mark S. Ordan
    
    
    3/19/08
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    164,383
    (2)
    
    
    
    
    
    
    
    
    
    
    2,999,9903/19/08
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    240,000
    (3)
    
    
    18.25
    
    
    
    2,688,84011/13/08
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,500,000
    (4)
    
    
    0.92
    
    
    
    875,85011/13/08
    (5)Richard J. Nadeau
    
    
    5/06/08
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    44,006
    (7)
    
    
    22.42
    
    
    
    500,00012/23/08
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    750,000
    (4)
    
    
    1.37
    
    
    
    729,37512/23/08
    (6)Daniel J. Schwartz
    
    
    12/23/08
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    200,000
    (4)
    
    
    1.37
    
    
    
    194,50012/23/08
    (6)Michael B. Lanahan
    
    
    12/23/08
    (6)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    John F. Gaul
    
    
    12/23/08
    (6)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Tiffany L. Tomasso
    
    
    12/23/08
    (6)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
 
 (1)
    
    Amount represents the full grant date fair value of the stock and option awards, as determined in accordance
with SFAS 123R.(2)
    
    These shares of restricted stock were granted under our 2003 Stock Option and Restricted Stock Plan, as amended.(3)
    
    Of such options, options for 62,548 shares were granted under our 1996 Non-Incentive Stock Option Plan, as
amended, options for 41,500 shares were granted under our 1997 Stock Option Plan, as amended and options for
135,952 shares were granted under the 2001 Stock Option Plan, as amended.(4)
    
    These options were granted under our 2008 Omnibus Incentive Plan.(5)
    
    Mr. Ordans employment agreement entered into on November 13, 2008 provides for the acceleration of vesting of
the unvested portion of his March 19, 2008 restricted stock award and his March 19, 2008 stock option awards
upon various triggering events in accordance with the provisions of his employment agreement or the individual
award agreement, if more generous. See Employment Agreements  Mr. Ordan Employment Agreement and
Potential Payments Upon Termination and Change in Control to Messrs. Ordan, Nadeau and Schwartz  Mr. Ordan
 Acceleration of Vesting of Equity Awards below for additional information. There was no incremental SFAS
123R expense for the modification of the vesting acceleration provisions of these awards.(6)
    
    On December 23, 2008, the Compensation Committee waived
the provision regarding deferred vesting of restricted stock held by employees for which vesting had been deferred in 2007 and 2008 pursuant to the terms
of the related award agreement until the next open window under the Companys insider trading policy, including
shares of restricted stock held by Messrs. Nadeau, Schwartz, Lanahan, Gaul and Ms. Tomasso for 17,714, 11,208,
37,000, 34,558 and 96,392 shares, respectively. There was no incremental SFAS 123R expense for the
acceleration of vesting of these shares of restricted stock.(7)
    
    These options were granted under our 1998 Stock Option Plan, as amended. 21




---



##### 



Employment Agreements
  Paul J. Klaassen Employment Agreement
       Mark S. Ordan Employment Agreement
  22




---



##### 



Richard J. Nadeau Employment Agreement
   23




---



##### 



Daniel J. Schwartz Employment Agreement
     24




---



##### 



Michael B. Lanahan Employment Agreement
     LTIC Bonus Plan
   25




---



##### 



26




---



##### 



OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
 Option Awards
    
    Stock AwardsEquityIncentive
    
    EquityEquity
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Plan
    
    Incentive PlanIncentive
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Awards:
    
    Awards:Plan
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Number of
    
    Market orAwards:
    
    
    
    
    
    
    
    
    
    
    
    
    
    Market
    
    Unearned
    
    Payout ValueNumber of
    
    Number of
    
    Number of
    
    
    
    
    
    
    
    
    
    Number of
    
    Value of
    
    Shares,
    
    of UnearnedSecurities
    
    Securities
    
    Securities
    
    
    
    
    
    
    
    
    
    Shares or
    
    Shares or
    
    Units or
    
    Shares, UnitsUnderlying
    
    Underlying
    
    Underlying
    
    
    
    
    
    
    
    
    
    Units of
    
    Units of
    
    Other
    
    or OtherUnexercised
    
    Unexercised
    
    Unexercised
    
    Option
    
    
    
    
    
    Stock That
    
    Stock That
    
    Rights That
    
    Rights ThatOptions
    
    Options
    
    Unearned
    
    Exercise
    
    Option
    
    Have Not
    
    Have Not
    
    Have Not
    
    Have Not(#)
    
    (#)
    
    Options
    
    Price
    
    Expiration
    
    Vested
    
    Vested
    
    Vested
    
    VestedName
    
    Exercisable
    
    Unexercisable
    
    (#)
    
    ($)
    
    Date
    
    (#)
    
    ($)(1)
    
    (#)
    
    ($)Paul J. Klaassen
    
    
    500,000
    
    
    
    
    
    
    
    
    
    
    $
    8.50
    
    
    
    9/11/2010
    
    
    
    
    
    
    $
    
    
    
    
    
    
    
    $
    200,000
    
    
    
    
    
    
    
    
    
    
    
    8.50
    
    
    
    9/11/2010
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Mark S. Ordan
    
    
    
    
    
    
    240,000
    (2)
    
    
    
    
    
    
    18.25
    
    
    
    3/19/2018
    
    
    
    164,383
    (3)
    
    
    276,163
    
    
    
    
    
    
    
    
    
    
    
    1,500,000
    (5)
    
    
    
    
    
    
    0.92
    
    
    
    11/13/2018
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Richard J. Nadeau
    
    
    44,006
    (4)
    
    
    
    
    
    
    
    
    
    
    22.42
    
    
    
    5/6/2018
    
    
    
    70,859
    (6)
    
    
    119,043
    
    
    
    
    
    
    
    
    
    
    
    750,000
    (5)
    
    
    
    
    
    
    1.37
    
    
    
    12/23/2018
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Daniel J. Schwartz
    
    
    5,000
    
    
    
    
    
    
    
    
    
    
    
    13.58
    
    
    
    5/17/2012
    
    
    
    5,208
    (7)
    
    
    8,749
    
    
    
    
    
    
    
    40,000
    
    
    
    
    
    
    
    
    
    
    
    34.50
    
    
    
    12/22/2015
    
    
    
    6,000
    (8)
    
    
    10,080
    
    
    
    
    
    
    
    200,000
    (5)
    
    
    
    
    
    
    1.37
    
    
    
    12/23/2018
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Michael B. Lanahan
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    John F. Gaul
    
    
    50,000
    
    
    
    
    
    
    
    
    
    
    
    10.50
    
    
    
    10/15/2012
    
    
    
    500
    (9)
    
    
    840
    
    
    
    
    
    
    
    60,000
    
    
    
    
    
    
    
    
    
    
    
    30.02
    
    
    
    9/8/2015
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Tiffany L. Tomasso
    
    
    15,000
    
    
    
    
    
    
    
    
    
    
    
    10.00
    
    
    
    5/11/2011
    
    
    
    6,250
    (10)
    
    
    10,500
    
    
    
    
    
    
    
    60,000
    
    
    
    
    
    
    
    
    
    
    
    13.58
    
    
    
    5/17/2012
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    100,000
    
    
    
    
    
    
    
    
    
    
    
    30.02
    
    
    
    9/8/2015
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
 
 (1)
    
    Market value is calculated by multiplying the number of shares by the
closing market price of our common stock on December 31, 2008, the
last trading day of the year, or $1.68.(2)
    
    20% of these options vested on March 19, 2009 and the remaining
options will vest in four equal annual installments on March 19,
2010, 2011, 2012 and 2013, subject to continued employment.(3)
    
    20% of these shares of restricted stock vested on March 19, 2009 and
the remaining shares will vest in four equal annual installments on
March 19, 2010, 2011, 2012 and 2013, subject to continued employment.(4)
    
    These options vested 50% on May 6, 2008, the date of grant, and 50%
on December 30, 2008 when the Company became current in its periodic
report filings with the SEC.(5)
    
    These options will vest in three equal annual installments on
November 1, 2009, 2010 and 2011, subject to continued employment.(6)
    
    These shares of restricted stock will vest in equal annual
installments on November 13, 2009, 2010, 2011 and 2012, subject to
continued employment.(7)
    
    50% of these shares of restricted stock vested on March 14, 2009 and
the remaining 50% will vest on March 14, 2010, subject to continued
employment.(8)
    
    50% of these shares of restricted stock will vest on December 22,
2009 and the remaining 50% will vest on December 22, 2010, subject to
continued employment.(9)
    
    The 500 shares of restricted stock vested on March 14, 2009.(10)
    
    The 6,250 shares of restricted stock vested on March 14, 2009. 27




---



##### 



OPTION EXERCISES AND STOCK VESTED
 Options Awards
    
    Stock AwardsNumber of Shares
    
    
    
    
    
    Number of SharesAcquired on
    
    Value Realized
    
    Acquired on
    
    Value RealizedExercise
    
    on Exercise
    
    Vesting
    
    on VestingName
    
    (#)
    
    ($)
    
    (#)
    
    ($)(1)Paul J. Klaassen
    
    
    
    
    
    $
    
    
    
    
    
    
    
    $
    Mark S. Ordan
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Richard J. Nadeau
    
    
    
    
    
    
    
    
    
    
    17,714
    (2)
    
    
    24,268Daniel J. Schwartz
    
    
    
    
    
    
    
    
    
    
    11,208
    (3)
    
    
    15,355Michael B. Lanahan
    
    
    
    
    
    
    
    
    
    
    37,000
    (4)
    
    
    50,690John F. Gaul
    
    
    
    
    
    
    
    
    
    
    34,558
    (5)
    
    
    47,344Tiffany L. Tomasso
    
    
    
    
    
    
    
    
    
    
    97,136
    (6)
    
    
    150,062
 
 (1)
    
    Value realized is calculated by multiplying the number of shares acquired upon
vesting by the closing price of our common stock on the December 23, 2008
vesting date of $1.37 per share.(2)
    
    Represents 17,714 shares of restricted stock which vested on December 23,
2008. At Mr. Nadeaus election, 5,704 of these shares were withheld by the
Company for payment of his withholding tax liability with respect to the
vesting of the shares.(3)
    
    Represents 11,208 shares of restricted stock which vested on December 23,
2008. At Mr. Schwartzs election, 4,024 of these shares were withheld by the
Company for payment of his withholding tax liability with respect to the
vesting of the shares.(4)
    
    Represents 37,000 shares of restricted stock which vested on December 23, 2008.(5)
    
    Represents 34,558 shares of restricted stock which vested on December 23,
2008. At Mr. Gauls election, 12,407 of these shares were withheld by the
Company for payment of his withholding tax liability with respect to the
vesting of the shares.(6)
    
    Represents 96,392 shares of restricted stock which vested on December 23, 2008
and 744 supplemental restricted stock units which vested on March 8, 2008. At
Ms. Tomassos election, 40,678 of the shares of restricted stock were withheld
by the Company for payment of her withholding tax liability with respect to
the vesting of the shares of restricted stock. Delivery of the shares subject
to the 744 supplemental restricted stock units will not be made until Ms.
Tomassos retirement or earlier termination of employment. NONQUALIFIED DEFERRED COMPENSATION
 Aggregate
    
    
    
    
    
    AggregateExecutive
    
    Registrant
    
    Earnings
    
    Aggregate
    
    BalanceContributions
    
    Contributions
    
    in Last
    
    Withdrawals/
    
    at Lastin Last FY
    
    in Last FY
    
    FY
    
    Distributions
    
    FYEPlan Name
    
    ($)(1)
    
    ($)(2)
    
    ($)(2)
    
    ($)
    
    ($)(3)Sunrise DCP:Paul J. Klaassen
    
    $
    
    
    
    $
    
    
    
    
    (54,841
    )
    
    $
    
    
    
    $
    181,863
    (4)Mark S. Ordan
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Richard J. Nadeau
    
    
    
    
    
    
    
    
    
    
    (5,464
    )
    
    
    
    
    
    
    22,169Daniel J. Schwartz
    
    
    74,356
    
    
    
    
    
    
    
    (80,312
    )
    
    
    
    
    
    
    194,822John F. Gaul
    
    
    
    
    
    
    
    
    
    
    (9,831
    )
    
    
    
    
    
    
    19,046Tiffany L. Tomasso
    
    
    
    
    
    
    
    
    
    
    (155,498
    )
    
    
    
    
    
    
    401,020
 28




---



##### 



Aggregate
    
    
    
    
    
    AggregateExecutive
    
    Registrant
    
    Earnings
    
    Aggregate
    
    BalanceContributions
    
    Contributions
    
    in Last
    
    Withdrawals/
    
    at Lastin Last FY
    
    in Last FY
    
    FY
    
    Distributions
    
    FYEPlan Name
    
    ($)(1)
    
    ($)(2)
    
    ($)(2)
    
    ($)
    
    ($)(3)Greystone DCP:Michael B. Lanahan
    
    
    90,500
    
    
    
    
    
    
    
    (16,837
    )
    
    
    
    
    
    
    166,531
    (5)Klaassen Deferred Compensation Account:Paul J. Klaassen
    
    
    
    
    
    
    450,000
    
    
    
    (469,876
    )
    
    
    
    
    
    
    1,244,497
    (6)
 
 (1)
    
    The amounts shown in this column for the Sunrise DCP and the Greystone
DCP represent deferrals of 2008 salary amounts, which are included in
the 2008 Salary column of the Summary Compensation Table.(2)
    
    No matching contributions were made under either the Sunrise DCP or
the Greystone DCP in 2008. The amount shown for the Klaassen deferred
compensation account includes a $150,000 contribution made by the
Company in 2008 to this account for 2008. The amount shown for 2008
also includes contributions by the Company of $150,000 for 2007 and
$150,000 for 2006, which contributions previously had not been made.
As described in the narrative below, Mr. Klaassen (or his
beneficiaries) will be entitled to receive any net gains accrued in
this account upon termination of the account in September 2012 and the
Company will be entitled to the remaining principal.(3)
    
    The amounts that are presented under the Aggregate Balance at Last
FYE column for the Sunrise DCP and the Greystone DCP include the
following amounts that were previously reported as compensation for
2007 and 2006 in the Summary Compensation Table: (a) Mr. Nadeauan
aggregate of $24,058 in executive and registrant contributions for
2007; (b) Ms. Tomassoan aggregate of $8,994 in executive and
registrant contributions for 2006; and (c) Mr. Lanahanan aggregate
of $90,769 in executive and registrant contributions for 2007.
Earnings on investments in the Klaassen deferred compensation account
totaling $112,157 and $95,148, respectively, were included in the All
Other Compensation column for Mr. Klaassen for those years. Neither
Mr. Ordan nor Mr. Schwartz was a named executive officer in 2007 or
2006. Further, neither Mr. Nadeau nor Mr. Gaul was a named executive
officer in 2006. In addition, there were no contributions or earnings
for Mr. Gaul in 2007, Ms. Tomasso in 2007 or Mr. Lanahan for 2006.(4)
    
    As a result of Mr. Klaassens resignation as our chief executive
officer effective November 1, 2008, he will be paid his account
balance in the Sunrise DCP on or about May 1, 2009 in accordance with
the terms of that plan.(5)
    
    As described in the narrative below, we terminated the Greystone DCP
on March 18, 2009. In connection with the termination of this plan,
Mr. Lanahan received a distribution of $161,890 on March 20, 2009
representing his aggregate account balance as of that date.(6)
    
    The 2008 investment loss of $469,876 in this account for 2008 is
included in the All Other Compensation column in the Summary
Compensation Table for Mr. Klaassen. Sunrise DCP
 General
  Investment and Earnings
 29




---



##### 



Payouts and Distributions
      Greystone DCP
 General
  Investment and Earnings
 30




---



##### 



Payouts and Distributions
    Klaassen Deferred Compensation Account
   Potential Payments Upon Termination and Change in Control to Messrs. Ordan, Nadeau and Schwartz
    
    
    accrued base salary and any accrued but unpaid bonus for the prior fiscal year;
    
    any reimbursement for outstanding business expenses incurred but not yet paid;
    
    accrued vacation pay;
 31




---



##### 




    
    amounts payable pursuant to the Companys 401(k) plan; and
    
    amounts, if any, set forth in the Aggregate Balance at Last FYE column of the
Nonqualified Deferred Compensation Table above.
  Mr. Ordan
 Mr. Ordan  Severance and Change in Control Payments
      32




---



##### 



Mr. Ordan  Acceleration of Vesting of Equity Awards
    Mr. Ordan  Estimate of Payments and Benefits
  Termination
    
    
    
    
    
    
    Termination byby Sunrise
    
    
    
    
    
    
    Sunrise for CauseOther than for
    
    
    
    
    
    
    or by ExecutiveCause
    
    
    
    
    
    
    for
    
    
    In Connection withor by
    
    
    Termination by
    
    
    Other than
    
    
    aExecutive for
    
    
    Death or
    
    
    Reason
    
    
    Change inGood Reason
    
    
    Disability
    
    
    Good
    
    
    Control(1)Severance(2)
    
    $
    2,031,250
    
    
    $
    
    
    
    $
    
    
    
    $
    3,250,000Pro Rata Target Bonus
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    975,000Equity Acceleration(3)
    
    
    656,163
    
    
    
    656,163
    
    
    
    
    
    
    
    1,416,163Tax Gross-Up
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,949,059Total
    
    $
    2,687,413
    
    
    $
    656,163
    
    
    $
    
    
    
    $
    7,590,222
 33




---



##### 



(1)
    
    Pursuant to his employment agreement, Mr. Ordan is entitled to receive certain severance
payments and benefits and all of his unvested equity awards will vest in full in connection with
certain termination events described above relating to a change in control transaction that takes
place after May 13, 2009 (six months from the execution date of his employment agreement). If such
termination event were to have occurred on December 31, 2008, Mr. Ordan would not have been
entitled to receive any severance payments set forth above and only a portion of his unvested
equity awards would have vested. For the purposes of this table, the information presented for Mr.
Ordans severance payments, equity acceleration and tax gross-up assumes that the change in control
transaction would take place on May 14, 2009 and is based on the number of unvested equity awards
held by Mr. Ordan as of December 31, 2008.(2)
    
    For purposes of the information presented in the table, severance payments have been
calculated based on Mr. Ordans annual base salary of $650,000 for 2008 and the target annual bonus
of 150% of his base salary, as reflected in his employment agreement.(3)
    
    Represents the value of the acceleration of (a) 500,000 unvested promotion stock options
(which represents 1/3 of Mr. Ordans 1,500,000 unvested promotion stock options) and all remaining
164,383 unvested shares of restricted common stock held by Mr. Ordan at December 31, 2008, in the
case of the information set forth under the columns captioned Termination by Sunrise Other than
for Cause or by Executive for Good Reason and Termination by Death or Disability, and (b) all
1,500,000 unvested promotion stock options and all remaining 164,383 unvested shares of restricted
common stock held by Mr. Ordan at December 31, 2008, in the case of the information set forth under
the column captioned In Connection with a Change in Control. The value of the acceleration of
such unvested equity awards has been calculated using $1.68 per share, the closing price of our
common stock on December 31, 2008.  
    
    good reason is generally defined to mean:
 
    
    a material diminution of Mr. Ordans duties or responsibilities,
authorities, powers or functions (including removal, without cause, from the
Board);
    
    a relocation that would result in Mr. Ordans principal employment location
being moved 35 miles or more and resulting in Mr. Ordans commute being
increased by 35 miles or more; or
    
    any material breach by us of Mr. Ordans employment agreement.
 
    
    cause is generally defined to mean:
 
    
    Mr. Ordans willful failure to perform or substantially perform his duties
with Sunrise;
    
    Mr. Ordans engaging in illegal conduct or gross misconduct that is willful
and demonstrably and materially injurious to our business, financial condition
or reputation;
    
    Mr. Ordans willful and material breach of his obligations under his
employment agreement; or
    
    Mr. Ordans indictment for, or plea of guilty or nolo contendere with
respect to, a felony or crime involving moral turpitude, fraud, forgery,
embezzlement or similar conduct.
 
    
    Change of Control has the meaning set forth in our 2008 Omnibus Incentive
Plan, which generally includes:
 
    
    any individual, entity or group becoming the beneficial owner of more than
50% of the then outstanding shares of Sunrise common stock or the combined
voting power of the then outstanding voting securities of Sunrise entitled to
vote generally in the election of directors (with certain specified
exceptions);
    
    a change in the composition of a majority of the board of directors of
Sunrise (with certain specified exceptions);
    
    consummation of a merger, reorganization, consolidation or a sale or other
disposition of all or substantially all of the assets of Sunrise, unless (a)
immediately after the transaction, the stockholders of Sunrise immediately
before the transaction own, in substantially the same proportions as
immediately before the transaction, more than 50% of, respectively, the then
outstanding common stock and the combined voting power of the then outstanding
voting securities entitled to vote generally in the election of directors, (b)
no
 34




---



##### 



individual, entity or group beneficially owns more than 35% of the common stock
or combined voting power of the then outstanding voting securities of the
resulting corporation, or (c) at least a majority of the board of directors of
the resulting corporation were members of the board of directors of Sunrise
immediately prior to the transaction; or
    
    stockholder approval of a plan of complete liquidation or dissolution of
Sunrise and the consummation of that transaction.
 
    
    disability is generally defined to mean the absence of Mr. Ordan, due to
physical or mental illness, from performing his duties on a full-time basis for 120
consecutive days or 180 days in any 12-month period.
  
    
    good reason is generally defined to mean:
 
    
    a material reduction in Mr. Ordans base salary or target bonus eligibility,
except in connection with a reduction in such compensation generally applicable
to peer employees of the Company or any subsidiary;
    
    a substantial reduction in Mr. Ordans responsibilities or areas of
supervision; or
    
    a relocation that would result in Mr. Ordans office location being moved
more than 30 miles outside the D.C. metropolitan area.
 
    
    cause is generally defined to mean:
 
    
    Mr. Ordans indictment for, conviction or, or plead of nolo contender to, a
felony;
    
    Mr. Ordan is found guilty by a court of having committed a crime involving
moral turpitude and such conviction is affirmed on appeal or the time for
appeal has expired;
    
    in the reasonable judgment of the Board, Mr. Ordan has engaged in gross or
willful misconduct that causes harm to the business and operations of the
Company or any of its affiliates, the continuation of which will continue to
harm the business and operations of the Company or any of its affiliates in the
future;
    
    Mr. Ordans continued and substantial failure to attempt in good faith to
perform his duties with the Company (other than failure resulting from
incapacity due to physical or mental illness or injury); or
    
    Mr. Ordans failure to attempt in good faith to promptly follow a written
direction of the board or a more senior officer.
 
    
    change of control is generally defined to mean:
 
    
    any individual, entity or group becoming the beneficial owner of 50% or more
of the common stock or of other securities of Sunrise entitled to vote
generally in the election of directors (with certain specified exceptions);
    
    a change in the composition of a majority of the board of directors of
Sunrise (with certain specified exceptions);
    
    stockholder approval of either of the following: (i) a merger,
reorganization, consolidation similar transaction as a result of which the
persons who beneficially own the outstanding common stock and other securities
entitled to vote generally in the election of directors before the transaction
are not expected to beneficially own, immediately after the transaction, more
than 60% of the common stock and 60% of the combined voting power of the common
stock and any other securities entitled to vote generally in the election of
directors of the company resulting from such transaction in substantially the
same proportions as immediately before the transaction 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.
 Mr. Nadeau
 Mr. Nadeau  Severance and Change in Control Payments under Senior Executive Severance Plan
  35




---



##### 




    
    two times the sum of (i) the executives annual base salary (calculated as the greater
of the annual base salary payable at the time of termination or 12 times the highest
monthly base salary paid or payable to the executive officer over the preceding 12
months), plus (ii) the executives annual bonus (calculated as the highest amount paid as
bonus payments in a single year during the last three years); and
    
    two years of continued welfare benefits coverage pursuant to the Companys benefit
plans.
     Mr. Nadeau  Acceleration of Vesting of Equity Awards under Senior Executive Severance Plan
  36




---



##### 



Mr. NadeauEstimate of Payments and Benefits under Senior Executive Severance Plan
  Terminationby SunriseOther than for
    
    
    
    
    
    
    Termination byCause
    
    
    
    
    
    
    Sunrise for Causeor by
    
    
    Termination by
    
    
    or by Executive
    
    
    In Connection withExecutive for
    
    
    Death or
    
    
    Other than for
    
    
    aGood Reason
    
    
    Disability
    
    
    Good Reason
    
    
    Change in ControlSeverance(1)
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    1,225,000Equity Acceleration(2)
    
    
    119,043
    
    
    
    119,043
    
    
    
    
    
    
    
    351,543COBRA Insurance Coverage(3)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Tax Gross-Up
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Total
    
    $
    119,043
    
    
    $
    119,043
    
    
    $
    
    
    
    $
    1,576,543
 
 (1)
    
    For purposes of the information presented in the table, severance payment has been calculated
based on Mr. Nadeaus initial annual base salary of $500,000, as reflected in his employment
agreement, and the bonus amount of $112,500 that he received for the fiscal year ended December 31,
2007.(2)
    
    Represents the value of the acceleration of (a) all remaining 70,859 unvested shares of
restricted common stock held by Mr. Nadeau at December 31, 2008, in the case of the information set
forth under the columns captioned Termination by Sunrise Other than for Cause or by Executive for
Good Reason and Termination by Death or Disability and (b) all 750,000 unvested retention stock
options and all remaining 70,859 unvested shares of restricted common stock held by Mr. Nadeau at
December 31, 2008, in the case of the information set forth under the column captioned In
Connection with a Change in Control. The value of the acceleration of such unvested equity awards
has been calculated using $1.68 per share, the closing price of our common stock on December 31,
2008.(3)
    
    Mr. Nadeau is eligible for 24 months of continued healthcare coverage following a termination
in connection with a change in control transaction. However, since Mr. Nadeau did not participate
in our healthcare benefit plans as of December 31, 2008, no value has been attributed to such
benefit.  
    
    good reason is generally defined to mean:
 
    
    a reduction in the executives base salary, fringe benefits or bonus
eligibility, except, in the case of fringe benefits or bonus eligibility, in
connection with a reduction in such compensation generally applicable to peer
employees of Sunrise;
    
    a substantial reduction in the executives responsibilities or areas of
supervision, or a request for the executive to report to a lower level
supervisor;
    
    a substantial increase in responsibilities or areas of supervision without
an appropriate increase in compensation;
    
    relocation outside the executives existing metropolitan area; or
    
    a requirement to report to a new supervisor where the executive and new
supervisor have irreconcilable working relationship problems.
 
    
    cause is generally defined to mean:
 37




---



##### 




    
    an executives conviction for fraud or theft against Sunrise, or a crime
involving moral turpitude, compromise of trade secrets or other valuable
property information of Sunrise, and such conviction is affirmed on appeal or
the time for appeal has expired;
    
    in the reasonable judgment of the Sunrise Board, the executive has
compromised trade secrets or other similarly valuable proprietary information
of Sunrise; or
    
    in the reasonable judgment of the Sunrise Board, the executive has engaged
in gross or willful misconduct that causes and will continue to cause
substantial and material harm to the business and operations of Sunrise or any
of its affiliates.
 
    
    change of control is generally defined to mean:
 
    
    any individual, entity or group becoming the beneficial owner of more than
50% of the then outstanding shares of Sunrise common stock or the combined
voting power of the then outstanding voting securities of Sunrise entitled to
vote generally in the election of directors (with certain specified
exceptions);
    
    a change in the composition of a majority of the board of directors of
Sunrise (with certain specified exceptions);
    
    consummation of a merger, reorganization, consolidation or a sale or other
disposition of all or substantially all of the assets of Sunrise, unless (a)
immediately after the transaction, the stockholders of Sunrise immediately
before the transaction own, in substantially the same proportions as
immediately before the transaction, more than 50% of, respectively, the then
outstanding common stock and the combined voting power of the then outstanding
voting securities entitled to vote generally in the election of directors, (b)
no individual, entity or group beneficially owns more than 35% of the common
stock or combined voting power of the then outstanding voting securities of
the resulting corporation, or (c) at least a majority of the board of
directors of the resulting corporation were members of the board of directors
of Sunrise immediately prior to the transaction; or
    
    stockholder approval of a plan of complete liquidation or dissolution of
Sunrise.
 Mr. Nadeau  Severance and Change in Control Payments Under February 25, 2009 Employment Agreement
     38




---



##### 



Mr. Nadeau  Acceleration of Vesting of Equity Awards Under February 25, 2009 Employment Agreement
    39




---



##### 



Mr. NadeauEstimate of Payments and Benefits under February 25, 2009 Employment Agreement
  Terminationby SunriseOther than for
    
    
    
    
    
    
    Termination byCause
    
    
    
    
    
    
    Sunrise for Causeor by
    
    
    Termination by
    
    
    or by Executive
    
    
    In Connection withExecutive for
    
    
    Death or
    
    
    Other than for
    
    
    aGood Reason
    
    
    Disability
    
    
    Good Reason
    
    
    Change in ControlSeverance(1)
    
    $
    1,375,000
    
    
    $
    
    
    
    $
    
    
    
    $
    1,225,000Pro Rata Target Bonus
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    500,000Equity Acceleration(2)
    
    
    196,543
    
    
    
    196,543
    
    
    
    
    
    
    
    351,543COBRA Insurance Coverage(3)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Tax Gross-Up
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    851,346Total
    
    $
    1,571,543
    
    
    $
    196,543
    
    
    $
    
    
    
    $
    2,927,889
 
 (1)
    
    For purposes of the information presented in the table, severance payments have been
calculated based on (a) Mr. Nadeaus initial annual base salary of $500,000 and the target annual
bonus amount equal to 100% of his annual base salary, as reflected in his employment agreement,
with respect to the information set forth under the column captioned Termination by Sunrise Other
than for Cause or by Executive for Good Reason, and (b) Mr. Nadeaus initial annual base salary of
$500,000, as reflected in his employment agreement, and the $112,500 bonus amount that he received
for the fiscal year ended December 31, 2007, with respect to the information set forth under the
column captioned In Connection with a Change in Control.(2)
    
    Represents the value of the acceleration of (a) 250,000 unvested retention stock options
(which represents 1/3 of Mr. Nadeaus 750,000 unvested retention stock options) and all remaining
70,859 unvested shares of restricted common stock held by Mr. Nadeau at December 31, 2008, in the
case of the information set forth under the columns captioned Termination by Sunrise Other than
for Cause or by Executive for Good Reason and Termination by Death or Disability and (b) all
750,000 unvested retention stock options and all remaining 70,859 unvested shares of restricted
common stock held by Mr. Nadeau at December 31, 2008, in the case of the information set forth
under the column captioned In Connection with a Change in Control. The value of the acceleration
of such unvested equity awards has been calculated using $1.68 per share, the closing price of our
common stock on December 31, 2008.(3)
    
    Mr. Nadeau is eligible for 18 months of continued healthcare coverage under all termination
scenarios other than termination by us with cause. However, since Mr. Nadeau did not participate
in our healthcare benefit plans as of December 31, 2008, no value has been attributed to such
benefit.  
    
    good reason is generally defined to mean:
 
    
    a material diminution of Mr. Nadeaus duties or responsibilities, authorities,
powers or functions (including, but not limited to, the Company ceasing to be a
publicly traded company, provided that if the good reason event for which Mr.
Nadeau terminates his employment results from our ceasing to be a publicly traded
company, Mr. Nadeau agreed that he will remain for at least six months after
giving notice of such termination);
    
    a relocation that would result in Mr. Nadeaus principal employment location
being moved 35 miles or more and resulting in Mr. Nadeaus commute being
increased by 35 miles or more; or
 40




---



##### 




    
    any material breach by us of Mr. Nadeaus employment agreement.
 
    
    cause is generally defined to mean:
 
    
    Mr. Nadeaus willful failure to perform or substantially perform his duties
with Sunrise;
    
    Mr. Nadeaus engaging in illegal conduct or gross misconduct that is willful
and demonstrably and materially injurious to our business, financial condition
or reputation;
    
    Mr. Nadeaus willful and material breach of his obligations under his
employment agreement; or
    
    Mr. Nadeaus indictment for, or plea of guilty or nolo contendere with
respect to, a felony or crime involving moral turpitude, fraud, forgery,
embezzlement or similar conduct.
 
    
    Change of Control has the meaning set forth in our 2008 Omnibus Incentive
Plan, as generally defined above.
    
    disability is generally defined to mean the absence of Mr. Nadeau, due to
physical or mental illness, from performing his duties on a full-time basis for 120
consecutive days or 180 days in any 12-month period.
 Mr. Schwartz
 Mr. Schwartz  Severance and Change in Control Payments
  Mr. Schwartz  Acceleration of Vesting of Equity Awards
  Mr. Schwartz  Estimate of Payments
  Mr. Schwartz Severance and Change in Control Payments Under January 16, 2009 Employment
Agreement
   41




---



##### 



Mr. Schwartz  Acceleration of Vesting of Equity Awards Under January 16, 2009 Employment
Agreement
   Mr. SchwartzEstimate of Payments and Benefits under January 16, 2009 Employment Agreement
  42




---



##### 



Terminationby SunriseOther than for
    
    
    
    
    
    
    Termination byCause
    
    
    
    
    
    
    Sunrise for Causeor by
    
    
    Termination by
    
    
    or by Executive
    
    
    In Connection withExecutive for
    
    
    Death or
    
    
    Other than for
    
    
    aGood Reason
    
    
    Disability
    
    
    Good Reason
    
    
    Change in ControlSeverance(1)
    
    $
    962,500
    
    
    $
    
    
    
    $
    
    
    
    $
    994,135Pro Rata Target Bonus)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    350,000Equity Acceleration(2)
    
    
    33,695
    
    
    
    33,695
    
    
    
    
    
    
    
    80,829COBRA Insurance Coverage(3)
    
    
    10,728
    
    
    
    10,728
    
    
    
    10,728
    
    
    
    10,728Tax Gross-Up
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    521,356Total
    
    $
    1,006,923
    
    
    $
    44,423
    
    
    $
    10,728
    
    
    $
    1,957,048
 
 (1)
    
    For purposes of the information presented in the table, severance payments have been
calculated based on (a) Mr. Schwartzs initial annual base salary of $350,000 and the target annual
bonus amount equal to 100% of his annual base salary, as reflected in his employment agreement,
with respect to the information set forth under the column captioned Termination by Sunrise Other
than for Cause or by Executive for Good Reason, and (b) Mr. Schwartzs initial annual base salary
of $350,000, as reflected in his employment agreement, and the bonus amount of $147,067, which
represents the average of the bonus amounts that he received for the fiscal years ended December
31, 2007 and 2006, with respect to the information provided under the column captioned In
Connection with a Change in Control.(2)
    
    Represents the value of the acceleration of (a) 66,667 unvested retention stock options (which
represents 1/3 of Mr. Schwartzs 200,000 unvested retention stock options) and 7,755 of the 11,208
unvested shares of restricted common stock held by Mr. Schwartz at December 31, 2008, in the case
of the information set forth under the columns captioned Termination by Sunrise Other than for
Cause or by Executive for Good Reason and Termination by Death or Disability, and (b) all
200,000 unvested retention stock options and all remaining 11,208 unvested shares of restricted
common stock held by Mr. Schwartz at December 31, 2008, in the case of the information set forth
under the column captioned In Connection with a Change in Control. The value of the acceleration
of such unvested equity awards has been calculated using $1.68 per share, the closing price of our
common stock on December 31, 2008.(3)
    
    Mr. Schwartz is eligible for 18 months of continued healthcare coverage under all termination
scenarios other than termination by us with cause. The value of such continued healthcare coverage
has been calculated based on a monthly premium of $596.  
    
    good reason is generally defined to mean:
 
    
    a material diminution of Mr. Schwartzs duties or responsibilities,
authorities, powers or functions;
    
    a relocation that would result in Mr. Schwartzs principal employment
location being moved 35 miles or more and resulting in Mr. Schwartzs commute
being increased by 35 miles or more; or
    
    any material breach by us of Mr. Schwartzs employment agreement.
 
    
    cause is generally defined to mean:
 
    
    Mr. Schwartzs willful failure to perform or substantially perform his
duties with Sunrise;
    
    Mr. Schwartzs engaging in illegal conduct or gross misconduct that is
willful and demonstrably and materially injurious to our business, financial
condition or reputation;
    
    Mr. Schwartzs willful and material breach of his obligations under his
employment agreement; or
    
    Mr. Schwartzs indictment for, or plea of guilty or nolo contendere with
respect to, a felony or crime involving moral turpitude, fraud, forgery,
embezzlement or similar conduct.
 
    
    Change of Control has the meaning set forth in our 2008 Omnibus Incentive
Plan, as generally defined above.
    
    disability is generally defined to mean the absence of Mr. Schwartz, due to
physical or mental illness, from performing his duties on a full-time basis for 120
consecutive days or 180 days in any 12-month period.
 Ms. Tomasso
  43




---



##### 



Payments Due Mr. Gaul Upon Termination of Employment
  
    
    a lump sum payment of $1.3 million (which equals 104 weeks of his regular salary as of
the date of the Separation Agreement and his 2008 and 2009 target bonus);
    
    reimbursement for up to two years of continued health insurance coverage for himself,
his spouse and covered dependents (estimated cost of approximately $21,000);
    
    executive outplacement services for up to one year (estimated cost of approximately
$9,000);
    
    accelerated vesting of any unvested stock options, restricted stock and other long-term
compensation awards, to the extent not vested or subject to any restrictions on ownership
by the time of Mr. Gauls departure (all stock equity awards held by Mr. Gaul are currently
100% vested);
    
    accelerated vesting of Mr. Gauls interest in the Companys LTIC Bonus Plan relating to
its UK and Germany ventures (estimated benefit to Mr. Gaul of approximately $1.6 million
based on the estimate of future anticipated UK venture payouts to Mr. Gaul arising from
accelerated vesting and assumed conversion of pounds sterling to U.S. dollars at the
exchange rate in effect on April 22, 2009 ); and
    
    a lump sum payment in respect of Mr. Gauls accrued vacation.
    Compensation Committee Interlocks and Insider Participation
  2008 Director Compensation
  Annual Retainer
    
    $
    150,000Committee Chair Annual Retainer:Audit Committee
    
    $
    25,000Compensation Committee
    
    $
    15,000Fee for serving on Audit Committee (other than the
Committee Chair)
    
    $
    10,000
 44




---



##### 



45




---



##### 



Director Compensation Table
 Change inPensionValue andNon-Equity
    
    NonqualifiedFees
    
    
    
    
    
    
    
    
    
    Incentive
    
    DeferredEarned or
    
    Stock
    
    Option
    
    Plan
    
    Compensation
    
    All OtherPaid in
    
    Awards
    
    Awards
    
    Compensation
    
    Earnings
    
    Compensation
    
    TotalName
    
    Cash ($)
    
    ($)
    
    ($)(1)
    
    ($)
    
    ($)
    
    ($)
    
    ($)Glyn F. Aeppel
    
    $
    260,000
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    260,000Ronald V. Aprahamian (2)
    
    
    185,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    185,000Craig R. Callen (3)
    
    
    23,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    23,000Thomas J. Donohue
    
    
    155,000
    
    
    
    
    
    
    
    
    (4)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    155,000David I. Fuente.
    
    
    250,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    250,000Stephen D. Harlan
    
    
    345,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    345,000J. Douglas Holladay
    
    
    151,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    151,000Lynn Krominga
    
    
    286,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    286,000William G. Little
    
    
    306,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    306,000
 
 (1)
    
    As of December 31, 2008, the outstanding options held by each non-employee director, all of
which were granted in prior periods and are fully vested, were as follows: Glyn F. Aeppel
    
    
    Ronald V. Aprahamian
    
    
    178,000Craig R. Callen
    
    
    132,000Thomas J. Donohue
    
    
    148,000David I. Fuente
    
    
    Stephen D. Harlan
    
    
    J. Douglas Holladay
    
    
    76,000Paul J. Klaassen
    
    
    700,000Lynn Krominga
    
    
    William G. Little
    
    
    40,000
 (2)
    
    Mr. Aprahamians term of office as a director expired in November 2008.(3)
    
    Mr. Callen resigned as a director in May 2008.(4)
    
    In 2008, the Compensation Committee extended the expiration date of an option for 20,000
shares held by Mr. Donohue from October 8, 2008 through the date that was 30 days after the Company
was current in all of its SEC filings. The option exercise price was $15.41 per share. No FAS
123R expense was recorded in connection with the option extension because at the time the option
was extended the option had no calculated fair value. The option expired unexercised in January
2009.
 Standing Board Committees
  GovernanceandAudit
    
    Compensation
    
    Nominating
    
    ComplianceDirector
    
    Committee
    
    Committee
    
    Committee
    
    CommitteeGlyn F. Aeppel.
    
    XThomas J. Donohue.
    
    
    
    
    
    Chair
    
    XDavid I. Fuente.
    
    
    
    XStephen D. Harlan.
    
    Chair
    
    
    
    
    
    XJ. Douglas Holladay
    
    
    
    X
    
    XLynn Krominga.
    
    X
    
    Chair
    
    X
    
    XWilliam G. Little.
    
    
    
    X
    
    
    
    Chair
 46




---



##### 



Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters
 Stock Owned by Management
  Amount andNature of
    
    Percent ofBeneficial
    
    Common StockName and Position(s) with Sunrise
    
    Ownership(1)
    
    OutstandingMark S. Ordan (2)
    
    
    212,382
    
    
    
    *Chief Executive Officer and DirectorRichard J. Nadeau (3)
    
    
    126,875
    
    
    
    *Chief Financial OfficerDaniel J. Schwartz (4)
    
    
    63,392Executive Vice President  North American OperationsMichael B. Lanahan (5)
    
    
    37,000
    
    
    
    *Chairman of GreystoneJohn F. Gaul (6)
    
    
    132,579
    
    
    
    *General CounselTiffany L. Tomasso (7)
    
    
    253,689
    
    
    
    *Executive Vice President  European OperationsPaul J. Klaassen (8)
    
    
    5,943,852
    
    
    
    11.5
    %Non-Executive Chairman of the BoardLynn Krominga
    
    
    
    
    
    
    *Lead Independent DirectorGlyn F. Aeppel
    
    
    
    
    
    
    *DirectorThomas J. Donohue (9)
    
    
    169,510
    
    
    
    *DirectorDavid I. Fuente
    
    
    
    
    
    
    *DirectorStephen D. Harlan
    
    
    
    
    
    
    *DirectorJ. Douglas Holladay (10)
    
    
    76,000
    
    
    
    *DirectorWilliam G. Little (11)
    
    
    62,000
    
    
    
    *DirectorAll current executive officers and directors as a group (13 persons) (12)
    
    
    6,786,590
    
    
    
    13.1
    %
 47




---



##### 



*
    
    Less than one percent.(1)
    
    Under Rule 13d-3 under the Securities Exchange Act of 1934, a person has beneficial ownership of any securities as to
which such person, directly or indirectly, through any contract, arrangement, undertaking, relationship or otherwise has
or shares voting power and/or investment power and as to which such person has the right to acquire such voting and/or
investment power within 60 days. Percentage of beneficial ownership as to any person as of a particular date is calculated
by dividing the number of shares beneficially owned by such person by the sum of the number of shares outstanding as of
such date and the number of shares as to which such person has the right to acquire voting and/or investment power within
60 days.(2)
    
    Represents 164,383 shares of restricted stock and 47,999 shares of common stock issuable upon the exercise of stock
options that are exercisable within 60 days of April 1, 2009.(3)
    
    Represents 70,859 shares of restricted stock, 12,010 shares
held directly and 44,006 shares issuable upon the exercise of
stock options that are exercisable within 60 days of April 1, 2009.(4)
    
    Represents 8,604 shares of restricted stock, 9,788 shares held directly and 45,000 shares issuable upon the exercise of
stock options that are exercisable within 60 days of April 1, 2009.(5)
    
    Represents 37,000 shares held directly based on information available to the Company as of March 18, 2009 when Mr.
Lanahans employment terminated.(6)
    
    Represents 22,579 shares held directly and 110,000 shares issuable upon the exercise of stock options that are exercisable
within 60 days of April 1, 2009.(7)
    
    Represents 74,223 shares held directly, 175,000 shares issuable upon the exercise of stock options that are exercisable
within 60 days of April 1, 2009 and 4,466 shares subject to an equivalent number of restricted stock units which could be
acquired within 60 days of April 1, 2009.(8)
    
    Represents 5,071,494 shares held jointly by Mr. and Mrs. Klaassen, as tenants by the entirety, 51,212 shares held
directly by Mr. Klaassen, 700,000 shares issuable upon exercise of stock options held by Mr. Klaassen that are exercisable
within 60 days of April 1, 2009 and 121,146 shares held by The Klaassen Family Private Foundation. Of the 5,071,494 shares
held jointly by the Klaassens, 1,500,000 shares are pledged to the counterparty of a prepaid variable forward contract
relating to the forward sale of up to 1,500,000 shares of common stock in five tranches. See Principal Holders of Voting
Securities.(9)
    
    Represents 41,510 shares held directly and 128,000 shares issuable upon the exercise of stock options that are exercisable
within 60 days of April 1, 2009.(10)
    
    Represents 76,000 shares issuable upon the exercise of stock options that are exercisable within 60 days of April 1, 2009.(11)
    
    Represents 22,000 shares held directly and 40,000 shares issuable upon the exercise of stock options that are exercisable
within 60 days of April 1, 2009.(12)
    
    Includes 1,191,005 shares issuable upon the exercise of stock options that are exercisable within 60 days of April 1, 2009. 48




---



##### 



Principal Holders of Voting Securities
  Amount and
    
    Percent ofNature of
    
    CommonBeneficial
    
    StockName and Address of Beneficial Owner
    
    Ownership
    
    OutstandingThe Guardian Life Insurance Company of America(1)
    
    
    6,039,175
    
    
    
    11.9
    %Guardian Investor Services LLCRS Investment Management Co. LLCRS Value Fund7 Hanover Square, Suite 900New York, NY 10004Paul J. and Teresa M. Klaassen(2)
    
    
    5,943,852
    
    
    
    11.5
    %7902 Westpark DriveMcLean, VA 22102Weiss Multi-Strategy Advisers LLC(3)
    
    
    4,372,972
    
    
    
    8.6
    %George A. WeissFrederick E. Doucette IIIWeiss Multi-Strategy Partners LLCOne State Street, 20th FloorHartford, CT 06103High Rise Partners II, L.P.(4)
    
    
    4,103,820
    
    
    
    8.1
    %High Rise Partners II (a), L.P.High Rise Institutional Partners, L.P.Cedar Bridge Realty Fund, L.P.Cedar Bridge Institutional Fund, L.P.High Rise Capital Advisors, L.L.C.Bridge Realty Advisors, LLCDavid OConnorCharles Fitzgerald535 Madison Avenue, 27th FloorNew York, NY 10022Soundpost Partners, LP(5)
    
    
    3,900,000
    
    
    
    7.7
    %Jaime Lester405 Park Avenue, 6th FloorNew York, NY 10022
 
 (1)
    
    The Schedule 13G/A dated January 1, 2009 of the reporting persons
states that the reporting persons have shared voting and dispositive
power with respect to the shares as follows: Sole Voting
    
    Shared Voting
    
    Sole
    
    Shared DispositiveReporting Person
    
    Power
    
    Power
    
    Dispositive Power
    
    PowerThe Guardian Life Insurance Company of America
    
    
    
    
    
    
    6,039,175
    
    
    
    
    
    
    
    6,039,175Guardian Investor Services LLC
    
    
    
    
    
    
    6,039,175
    
    
    
    
    
    
    
    6,039,175RS Investment Management Co. LLC
    
    
    
    
    
    
    6,039,175
    
    
    
    
    
    
    
    6,039,175RS Value Fund
    
    
    
    
    
    
    3,712,784
    
    
    
    
    
    
    
    3,712,784
 49




---



##### 



(2)
    
    The Schedule 13G/A dated February 13, 2009 of the reporting persons
states that the reporting persons have shared voting power over the
entire number of such shares and shared dispositive power with respect
to 4,443,852 of such shares.(3)
    
    The Schedule 13G/A dated February 17, 2009 of the reporting persons
states that the reporting persons have sole or shared voting or
dispositive power with respect to the shares as follows:
 Sole Voting
    
    Shared Voting
    
    Sole
    
    Shared DispositiveReporting Person
    
    Power
    
    Power
    
    Dispositive Power
    
    Power*Weiss Multi-Strategy Advisers LLC
    
    
    
    
    
    
    4,180,570
    
    
    
    
    
    
    
    4,372,972George A. Weiss
    
    
    
    
    
    
    4,180,570
    
    
    
    
    
    
    
    4,372,972Frederick E. Doucette III
    
    
    
    
    
    
    4,180,570
    
    
    
    
    
    
    
    4,372,972Weiss Multi-Strategy Partners LLC
    
    
    
    
    
    
    2,316,531
    
    
    
    
    
    
    
    2,316,531
 (4)
    
    The Schedule 13G/A dated February 13, 2009 of the reporting persons
states that the reporting persons have sole or shared voting or
dispositive power with respect to the shares as follows:
 Sole Voting
    
    Shared Voting
    
    Sole
    
    Shared DispositiveReporting Person
    
    Power
    
    Power
    
    Dispositive Power
    
    PowerHigh Rise Partners II, L.P.
    
    
    
    
    
    
    1,730,665
    
    
    
    
    
    
    
    1,730,665High Rise Partners II (a), L.P.
    
    
    
    
    
    
    67,730
    
    
    
    
    
    
    
    67,730High Rise Institutional Partners, L.P.
    
    
    
    
    
    
    1,086,905
    
    
    
    
    
    
    
    1,086,905Cedar Bridge Realty Fund, L.P.
    
    
    
    
    
    
    639,140
    
    
    
    
    
    
    
    639,140Cedar Bridge Institutional Fund, L.P.
    
    
    
    
    
    
    579,380
    
    
    
    
    
    
    
    579,380High Rise Capital Advisors, L.L.C.
    
    
    
    
    
    
    4,103,820
    
    
    
    
    
    
    
    4,103,820Bridge Realty Advisors, LLC
    
    
    
    
    
    
    1,218,520
    
    
    
    
    
    
    
    1,218,520David OConnor
    
    
    
    
    
    
    4,103,820
    
    
    
    
    
    
    
    4,103,820Charles Fitzgerald
    
    
    
    
    
    
    4,103,820
    
    
    
    
    
    
    
    4,103,820
 (5)
    
    The Schedule 13G/A dated January 16, 2009 of the reporting persons
states that the reporting persons have shared power to vote and to
dispose of 3,900,000 shares.
 *
    
    The reporting persons disclaim beneficial ownership of the shares except to the extent of their pecuniary interest. 50




---



##### 



Equity Compensation Plan Information
  
    
    The number of securities to be issued upon the exercise of outstanding options, warrants
and rights;
    
    The weighted-average exercise price of such outstanding options, warrants and rights; and
    
    Other than securities to be issued upon the exercise of such outstanding options,
warrants and rights, the number of securities remaining available for future issuance under
the plans.
 Number of
    
    
    
    Number of SecuritiesSecurities to be
    
    Weighted
    
    Remaining AvailableIssued Upon
    
    Average Exercise
    
    for Future IssuanceExercise of
    
    Price of
    
    Under EquityOutstanding
    
    Outstanding
    
    Compensation PlansOptions,
    
    Options,
    
    (ExcludingWarrants
    
    Warrants and
    
    Securities Reflectedand Rights
    
    Rights
    
    in Column(A))Plan Category
    
    (A)
    
    (B)
    
    (C)Equity compensation plans approved by stockholders
    
    7,560,374(1)(2)
    
    $6.50
    
    217,361(3)Equity compensation plans not approved by stockholders
    
    231,013(4)
    
    $12.87
    
    Total
    
    7,791,387
    
    $6.69
    

206,973
 
 (1)
    
    Consists of outstanding equity awards under the Sunrise Senior Living,
Inc. 2008 Omnibus Incentive Plan (the 2008 Plan), Sunrise Senior
Living, Inc. 1995 Stock Option Plan, as amended, 1997 Stock Option
Plan, as amended, 1998 Stock Option Plan, as amended, 1999 Stock
Option Plan, as amended, 2000 Stock Option Plan, as amended, 2001
Stock Option Plan, as amended, 2002 Stock Option and Restricted Stock
Plan, as amended, and 2003 Stock Option and Restricted Stock Plan, as
amended.(2)
    
    Includes 4,466 restricted stock units. The weighted-average exercise
price in column (B) does not take these restricted stock units into
account.(3)
    
    Represents shares available for issuance as of December 31,
2008 under the Sunrise Senior Living, Inc. 2008 Plan, which plan was
approved and adopted by the stockholders of Sunrise at the annual
meeting of stockholders held on November 13, 2008. In accordance with
the terms of the 2008 Plan, shares of common stock that are issuable
under the 2008 Plan are subject to increase by the number of shares of
common stock covered by outstanding equity awards under Prior Plans
(as defined below) that are not purchased, are forfeited or expire, or
otherwise terminate without delivery of any shares subject thereto or
are settled in cash in lieu of shares, after September 17, 2008.
Pursuant to the 2008 Plan, no equity awards may be made under the
Prior Plans in the future. The term Prior Plans consists of the
Companys 1995 Stock Option Plan, as amended, 1996 Non-Incentive Stock
Option Plan, as amended, 1997 Stock Option Plan, as amended, 1998
Stock Option Plan, as amended, 1999 Stock Option Plan, as amended,
2000 Stock Option Plan, as amended, 2001 Stock Option Plan, as
amended, 2002 Stock Option and Restricted Stock Plan, as amended and
2003 Stock Option and Restricted Stock Plan, as amended.(4)
    
    Represents options to purchase shares of
Sunrise common stock that are outstanding under Sunrises 1996
Non-Incentive Stock Option Plan, as amended. We refer below to Sunrises 1996 Non-Incentive Stock
Option Plan, as amended, as the 1996 Non-Incentive Plan. As described in footnote 3 above, with respect to the 1996
Non-Incentive Plan, to the extent that any of the options to purchase
Sunrise common stock that are outstanding as of December 31, 2008
under this plan that are not purchased or are later forfeited or expire or otherwise terminate
without delivery of any shares subject thereto, the number of shares
of Sunrise common stock covered by such forfeited, expired or
terminated options will be available for issuance under the 2008 Plan. 51




---



##### 



1996 Non-Incentive Plan
     Item 13. Certain Relationships and Related Transactions, and Director Independence
 Transactions with Related Persons
 Sunrise Senior Living Foundation
   52




---



##### 



Fairfax Community Ground Lease
  Purchase of Condominium Unit
  Service Evaluators Incorporated
   53




---



##### 



Compensation to Teresa Klaassen
  Greystone
     Purchase of Aircraft Interest by Mr. Klaassen
  Review, Approval or Ratification of Transactions with Related Persons
 54




---



##### 




    
    any transaction, regardless of amount, in which (1) the Company or any of its
subsidiaries is or will be a participant and (2) any related party (which includes, without
limitation, directors, director nominees, executive officers, greater than 5% stockholders
and any of their respective immediate family members) has or will have a direct or indirect
material interest, and
    
    any amendment or modification to an existing Related Party Transaction (regardless of
whether it had previously been approved under the written policy and procedures).
     
    
    executive officer compensation arrangements that are approved by the Board or the
Compensation Committee of the Board and director compensation paid for services as a
director;
 55




---



##### 




    
    transactions where the related partys interest arises solely from the ownership of the
Companys common stock and all holders of common stock receive the same benefit on a pro
rata basis;
    
    ordinary course travel and expenses, advances and reimbursements;
    
    indemnification arrangements under the Companys charter or bylaws, or under agreements
to which the Company is a party;
    
    previously approved or disclosed Related Party Transactions that were in existence as of
May 6, 2008, the date the written policy and procedures were approved and adopted. However,
these Related Party Transactions remain subject to the annual review process mentioned
above, and any amendments or modifications will be subject to approval under the written
policy and procedures;
    
    transactions with entities in which the Company has an investment and for which a related
party serves as director or executive officer at the request of the Company; and
    
    dues paid by the Company for membership in the U.S. Chamber of Commerce or any of its
affiliates.
  Director Independence
 Independence Standards
  Annual Independence Review
   56




---



##### 



Item 14. Principal Accountant Fees and Services
 Independent Registered Public Accountants Fees
  Fiscal Year Ended December 31,Type of Fee
    
    2008
    
    
    2007Audit Fees (1)
    
    $
    3,211,757
    
    
    $
    3,766,337Audit Related Fees (2)
    
    
    299,300
    
    
    
    Tax Fees (3)
    
    
    734,637
    
    
    
    1,819,413All Other Fees
    
    
    
    
    
    
    Total
    
    $
    4,245,694
    
    
    $
    5,585,750
 
 (1)
    
    Audit fees include audits of consolidated financial statements,
Sarbanes-Oxley Section 404 attest services and statutory audits. The amount
for 2007 has changed from the previously reported amount due to work
performed during 2008 relating to Amendments No. 1 and 2 to the 2007 Form
10-K.(2)
    
    Audit related fees include assurance and related services provided by our
independent auditors that are reasonably related to the performance of the
audit or review of our consolidated financial statements and are not included
above under Audit Fees. These services principally include an analysis of
the effectiveness of controls over the processing of transactions for owners
of Sunrise communities.(3)
    
    Tax services principally include tax compliance, tax advice, and tax planning. Pre-Approval of Audit and Non-Audit Services
   PART IV
 Item 15. Exhibits and Financial Statement Schedules
 a. (1) All financial statements
  2) Financial statement schedules
  b. Exhibits
  57




---



##### 



SIGNATURES
  SUNRISE SENIOR LIVING, INC.By:
    /s/ Richard J. NadeauRichard J. NadeauChief Financial Officer 58




---



##### 



EXHIBIT INDEX
 INCORPORATED BY REFERENCEExhibit
    
    
    
    
    
    
    
    ExhibitNumber
    
    Description
    
    Form
    
    Filing Date with SEC
    
    Number2.1
    
    Stock Purchase Agreement dated as of December 30,
2002 by and among Marriott International, Inc.,
Marriott Senior Holding Co., Marriott Magenta
Holding Company, Inc. and Sunrise Assisted
Living, Inc.
    
    10-K
    
    March 27, 2003
    
    
    2.32.2
    
    Amendment No. 1 to Stock Purchase Agreement,
dated as of March 28, 2003, by and among Marriott
International, Inc., Marriott Senior Holding Co.,
Marriott Magenta Holding Company, Inc. and
Sunrise Assisted Living, Inc.
    
    8-K
    
    April 9, 2003
    
    
    2.22.3
    
    Master Agreement (CNL Q3 2003 Transaction) dated
as of the 30th day of September, 2003 by and
among (i) Sunrise Development, Inc., (ii) Sunrise
Senior Living Management, Inc., (iii) Twenty Pack
Management Corp., Sunrise Madison Senior Living,
L.L.C. and Sunrise Development, Inc.
(collectively, as the Tenant), (iv) CNL
Retirement Sun1 Cresskill NJ, LP, CNL Retirement
Edmonds WA, LP, CNL Retirement Sun1 Lilburn GA,
LP and CNL Retirement Sun1 Madison NJ LP, and (v)
Sunrise Senior Living, Inc.
    
    8-K
    
    October 15, 2003
    
    
    2.42.4
    
    Securities Purchase Agreement by and among
Sunrise Senior Living, Inc., Greystone Partners,
Ltd., Concorde Senior Living, LLC, Mahalo
Limited, Westport Advisors, Ltd., Greystone
Development Company, LLC, Michael B. Lanahan,
Paul F. Steinhoff, Jr., Mark P. Andrews and John
C. Spooner, dated as of May 2, 2005.
    
    10-Q
    
    August 9, 2005
    
    
    2.12.5
    
    Asset Purchase Agreement by and among Sunrise
Senior Living Investments, Inc., Fountains
Continuum of Care Inc. and various of its
subsidiaries and affiliates, and George B.
Kaiser, dated as of January 19, 2005.
    
    10-Q
    
    May 10, 2005
    
    
    10.12.6
    
    Facilities Purchase and Sale Agreement by and
among Sunrise Senior Living Investments, Inc.,
and Fountains Charitable Income Trust and various
of its subsidiaries and affiliates, dated as of
January 19, 2005.
    
    10-Q
    
    May 10, 2005
    
    
    10.22.7
    
    Purchaser Replacement and Release Agreement by
and among Sunrise Senior Living, Inc. and various
of its subsidiaries and affiliates and Fountains
Charitable Income Trust and various of its
subsidiaries and affiliates, dated as of February
18, 2005.
    
    10-Q
    
    May 10, 2005
    
    
    10.32.8
    
    Agreement and Plan of Merger, dated as of August
2, 2006, by and among Sunrise Senior Living,
Inc., a newly-formed indirect wholly owned
subsidiary of Sunrise and Trinity Hospice, Inc.,
American Capital Strategies, Ltd. and certain
affiliates of KRG Capital Partners, LLC, as the
principal stockholders of Trinity Hospice, Inc.
    
    10-K
    
    March 24, 2008
    
    
    2.83.1
    
    Amended and Restated Certificate of Incorporation
of Sunrise, effective as of November 14, 2008.
    
    Def 14A
    
    October 20, 2008
    
    
    A
 59




---



##### 



INCORPORATED BY REFERENCEExhibit
    
    
    
    
    
    
    
    ExhibitNumber
    
    Description
    
    Form
    
    Filing Date with SEC
    
    Number3.2
    
    Amended and Restated Bylaws of Sunrise, effective
as of November 14, 2008.
    
    8-K
    
    November 19, 2008
    
    
    3.14.1
    
    Form of Common Stock Certificate.
    
    10-K
    
    March 24, 2008
    
    
    4.14.2
    
    Rights Agreement between Sunrise Senior Living,
Inc. and American Stock Transfer & Trust Company,
as Rights Agent dated April 24, 2006.
    
    8-K
    
    April 21, 2006
    
    
    4.14.3
    
    Amendment, dated as of November 19, 2008, to the
Rights Agreement, dated as of April 24, 2008,
between the Corporation and American Stock
Transfer & Trust Company, as rights agent.
    
    8-K
    
    November 19, 2008
    
    
    4.110.1
    
    1995 Stock Option Plan, as amended.+
    
    10-K
    
    March 31, 1998
    
    
    10.2010.2
    
    1996 Directors Stock Option Plan, as amended.+
    
    10-K
    
    March 31, 1999
    
    
    10.3610.3
    
    1996 Non-Incentive Stock Option Plan, as amended.+
    
    10-Q
    
    May 15, 2000
    
    
    10.810.4
    
    1997 Stock Option Plan, as amended.+
    
    10-K
    
    March 31, 1998
    
    
    10.2510.5
    
    1998 Stock Option Plan.+
    
    10-K
    
    March 31, 1999
    
    
    10.4110.6
    
    1999 Stock Option Plan.+
    
    10-Q
    
    May 13, 1999
    
    
    10.1
 60




---



##### 



INCORPORATED BY REFERENCEExhibit
    
    
    
    
    
    
    
    ExhibitNumber
    
    Description
    
    Form
    
    Filing Date with SEC
    
    Number10.7
    
    2000 Stock Option Plan.+
    
    10-K
    
    March 12, 2004
    
    
    10.410.8
    
    2001 Stock Option Plan.+
    
    10-Q
    
    August 14, 2001
    
    
    10.1510.9
    
    2002 Stock Option and Restricted Stock Plan.+
    
    10-Q
    
    August 14, 2002
    
    
    10.110.10
    
    2003 Stock Option and Restricted Stock Plan.+
    
    10-Q
    
    August 13, 2002
    
    
    10.110.11
    
    Forms of equity plan amendment adopted on March 19,
2008 regarding determination of option exercise price.
+
    
    10-K
    
    July 31, 2008
    
    
    10.1110.12
    
    2008 Omnibus Incentive Plan.+
    
    Def 14A
    
    October 20, 2008
    
    
    B10.13
    
    Form of Executive Restricted Stock Agreement.+
    
    10-Q
    
    May 10, 2005
    
    
    10.410.14
    
    Form of Restricted Stock Unit Agreement.+
    
    8-K
    
    March 14, 2006
    
    
    10.110.15
    
    Form of Director Stock Option Agreement.+
    
    8-K
    
    September 14, 2005
    
    
    10.210.16
    
    Form of Stock Option Certificate.+
    
    10-K
    
    March 24, 2008
    
    
    10.1410.17
    
    Form of Non-Qualified Stock Option Agreement.+
    
    10-K
    
    March 2, 2009
    
    
    10.1710.18
    
    Form of Incentive Stock Option Agreement.+
    
    10-K
    
    March 2, 2009
    
    
    10.1810.19
    
    Form of Restricted Stock Agreement.+
    
    10-K
    
    March 2, 2009
    
    
    10.1910.20
    
    Restricted Stock Agreement by and between Sunrise
Senior Living, Inc. and Michael B. Lanahan, dated as of
May 10, 2005.+
    
    10-Q
    
    August 9, 2005
    
    
    10.210.21
    
    Form of Sunrise Assisted Living Holdings, L.P. Class A
Limited Partner Unit Agreement.+
    
    10-K
    
    March 29, 2002
    
    
    10.8910.22
    
    Sunrise Employee Stock Purchase Plan, as amended.+
    
    Def 14A
    
    April 7, 2005
    
    
    B10.23
    
    Sunrise Executive Deferred Compensation Plan, effective
January 1, 2009.+
    
    10-K/A
    
    March 31, 2009
    
    
    10.2310.24
    
    Greystone Communities Nonqualified Deferred
Compensation Plan.+
    
    10-K
    
    July 31, 2008
    
    
    10.2510.25
    
    Bonus Deferral Programs for Certain Executive Officers.+
    
    10-K/A
    
    March 31, 2009
    
    
    10.2510.26
    
    Sunrise Assisted Living, Inc. Long Term Incentive Cash
Bonus Plan effective August 23, 2002.+
    
    10-Q
    
    November 13, 2002
    
    
    10.110.27
    
    Amendment 1 to Sunrise Assisted Living, Inc. Long Term
Incentive Cash Bonus Plan.+
    
    10-K
    
    March 16, 2005
    
    
    10.3210.28
    
    Amendment 2 to Sunrise Senior Living, Inc. Long Term
    
    10-K/A
    
    March 31, 2009
    
    
    10.28
 61




---



##### 



INCORPORATED BY REFERENCEExhibit
    
    
    
    
    
    
    
    ExhibitNumber
    
    Description
    
    Form
    
    Filing Date with SEC
    
    NumberIncentive Cash Bonus Plan.+10.29
    
    Sunrise Senior Living, Inc. Senior Executive Severance
Plan.+
    
    10-K
    
    March 16, 2006
    
    
    10.5310.30
    
    Amendment to the Sunrise Senior Living, Inc. Senior
Executive Severance Plan.+
    
    10-K/A
    
    March 31, 2009
    
    
    10.3010.31
    
    Form of Indemnification Agreement.+
    
    10-K
    
    March 16, 2006
    
    
    10.5410.32
    
    Amended and Restated Employment Agreement dated as of
November 13, 2003 by and between Sunrise and Paul J.
Klaassen.+
    
    10-K
    
    March 12, 2004
    
    
    10.110.33
    
    Amendment No. 1 to Amended and Restated Employment
Agreement by and between Sunrise and Paul J. Klaassen.+
    
    10-K
    
    March 24, 2008
    
    
    10.3010.34
    
    Employment Agreement by and between Sunrise Senior
Living, Inc. and Michael B. Lanahan, dated as of May
10, 2005.+
    
    10-Q
    
    August 9, 2005
    
    
    10.110.35
    
    Employment Agreement between the Corporation and Mark
S. Ordan, dated November 13, 2008.+
    
    8-K
    
    November 19, 2008
    
    
    10.110.36
    
    Letter Agreement between the Corporation and Julie
Pangelinan, dated November 17, 2008.+
    
    8-K
    
    November 19, 2008
    
    
    10.2
 62




---



##### 



INCORPORATED BY REFERENCEExhibit
    
    
    
    
    
    
    
    ExhibitNumber
    
    Description
    
    Form
    
    Filing Date with SEC
    
    Number10.37
    
    Separation
Agreement and
General Release
between the Company
and John F. Gaul,
dated December 9,
2008.+
    
    8-K
    
    December 15, 2008
    
    
    10.110.38
    
    Employment
Agreement between
Sunrise Senior
Living, Inc. and
Julie A.
Pangelinan, dated
January 14, 2009.+
    
    8-K
    
    January 21, 2009
    
    
    10.210.39
    
    Employment
Agreement between
Sunrise Senior
Living, Inc. and
Daniel J. Schwartz,
dated January 16,
2009.+
    
    8-K
    
    January 21, 2009
    
    
    10.310.40
    
    Employment
Agreement between
Sunrise Senior
Living, Inc. and
Greg Neeb, dated
January 21, 2009.+
    
    8-K
    
    January 21, 2009
    
    
    10.410.41
    
    Employment
Agreement between
Sunrise Senior
Living, Inc. and
Richard J. Nadeau,
dated February 25,
2009.+
    
    8-K
    
    February 26, 2009
    
    
    10.110.42
    
    2008 Non-Employee
Director Fees and
Other Compensation+
    
    10-K
    
    March 2, 2009
    
    
    10.4510.43
    
    Credit Agreement by
and among Sunrise
Senior Living, Inc.
and certain
subsidiaries, as
the Borrowers, the
subsidiaries of the
Borrower as
identified therein,
as the Guarantors,
Bank of America,
N.A., as the
Administrative
Agent, Swing Line
Lender and L/C
Issuer, Wachovia
Bank, National
Association, as
Syndication Agent,
and other lender
parties thereto,
dated as of
December 2, 2005.
    
    8-K
    
    December 8, 2005
    
    
    10.110.44
    
    Pledge, Assignment
and Security
Agreement between
Sunrise Senior
Living, Inc. and
Bank of America,
N.A., as
Administrative
Agent, dated as of
December 2, 2005.
    
    10-K
    
    March 24, 2008
    
    
    10.4110.45
    
    First Amendment to
Credit Agreement by
and among Sunrise
Senior Living, Inc.
and certain
subsidiaries, as
the Borrowers, the
subsidiaries of the
Borrower as
identified therein,
as the Guarantors,
Bank of America,
N.A., as the
Administrative
Agent, Swing Line
Lender and L/C
Issuer, and other
lender parties
thereto, dated as
of March 6, 2006.
    
    10-K
    
    March 24, 2008
    
    
    10.4210.46
    
    Second Amendment to
the Credit
Agreement by and
among Sunrise
Senior Living, Inc.
and certain
subsidiaries, as
the Borrowers, the
subsidiaries of the
Borrower as
identified therein,
as the Guarantors,
Bank of America,
N.A., as the
Administrative
Agent, Swing Line
Lender and L/C
Issuer, and other
lender parties
thereto, dated as
of January 31,
2007.
    
    10-K
    
    March 24, 2008
    
    
    10.4310.47
    
    Third Amendment to
Credit Agreement by
and among Sunrise
Senior Living, Inc.
and certain
subsidiaries, as
the Borrowers, the
subsidiaries of the
Borrower as
identified therein,
as the Guarantors,
Bank of America,
N.A., as the
Administrative
Agent, Swing Line
Lender and L/C
Issuer, and other
lender parties
thereto, dated as
of June 27, 2007.
    
    10-K
    
    March 24, 2008
    
    
    10.44
 63




---



##### 



INCORPORATED BY REFERENCEExhibit
    
    
    
    
    
    
    
    ExhibitNumber
    
    Description
    
    Form
    
    Filing Date with SEC
    
    Number10.48
    
    Fourth Amendment to
Credit Agreement by
and among Sunrise
Senior Living, Inc.
and certain
subsidiaries, as
the Borrowers, the
subsidiaries of the
Borrower as
identified therein,
as the Guarantors,
Bank of America,
N.A., as the
Administrative
Agent, Swing Line
Lender and L/C
Issuer, and other
lender parties
thereto, dated as
of September 17,
2007.
    
    10-K
    
    March 24, 2008
    
    
    10.4510.49
    
    Fifth Amendment to
Credit Agreement by
and among Sunrise
Senior Living, Inc.
and certain
subsidiaries, as
the Borrowers, the
subsidiaries of the
Borrower as
identified therein,
as the Guarantors,
Bank of America,
N.A., as the
Administrative
Agent, Swing Line
Lender and L/C
Issuer, and other
lender parties
thereto, dated as
of January 31,
2008.
    
    10-K
    
    March 24, 2008
    
    
    10.4610.50
    
    Sixth Amendment to
Credit Agreement by
and among Sunrise
Senior Living, Inc.
and certain
subsidiaries, as
the Borrowers, the
subsidiaries of the
Borrower as
identified therein,
as the Guarantors,
Bank of America,
N.A., as the
Administrative
Agent, Swing Line
Lender and L/C
Issuer, and other
lender parties
thereto, dated as
of February 19,
2008.
    
    10-K
    
    March 24, 2008
    
    
    10.4710.51
    
    Pledge, Assignment
and Security
Agreement between
Sunrise Senior
Living, Inc. and
Bank of America,
N.A., as
Administrative
Agent, dated as of
February 19, 2008.
    
    10-K
    
    March 24, 2008
    
    
    10.48
 64




---



##### 



INCORPORATED BY REFERENCEExhibit
    
    
    
    
    
    
    
    ExhibitNumber
    
    Description
    
    Form
    
    Filing Date with SEC
    
    Number10.52
    
    Seventh Amendment
to Credit Agreement
by and among
Sunrise Senior
Living, Inc. and
certain
subsidiaries, as
the Borrowers, the
subsidiaries of the
Borrower as
identified therein,
as the Guarantors,
Bank of America,
N.A., as the
Administrative
Agent, Swing Line
Lender and L/C
Issuer, and other
lender parties
thereto, dated as
of March 13, 2008.
    
    10-K
    
    March 24, 2008
    
    
    10.4910.53
    
    Security Agreement
by and among
Sunrise Senior
Living, Inc. and
certain
subsidiaries, as
the Loan Parties,
and Bank of
America, N.A., as
the Administrative
Agent, Swing Line
Lender and L/C
Issuer, and other
lender parties
thereto, dated as
of March 13, 2008.
    
    10-K
    
    March 24, 2008
    
    
    10.5010.54
    
    Eighth Amendment to
Credit Agreement by
and among Sunrise
Senior Living, Inc.
and certain
subsidiaries, as
the Borrowers, the
subsidiaries of the
Borrower as
identified therein,
as the Guarantors,
Bank of America,
N.A., as the
Administrative
Agent, Swing Line
Lender and L/C
Issuer, and other
lender parties
thereto, dated as
of July 23, 2008.
    
    10-K
    
    July 31, 2008
    
    
    10.4810.55
    
    Ninth Amendment to
Credit Agreement by
and among Sunrise
Senior Living, Inc.
and certain
subsidiaries, as
the Borrowers, the
subsidiaries of the
Borrower as
identified therein,
as the Guarantors,
Bank of America,
N.A., as the
Administrative
Agent, Swing Line
Lender and L/C
Issuer, and other
lender parties
thereto, dated as
of November 6,
2008.
    
    10-Q
    
    November 7, 2008
    
    
    10.210.56
    
    Tenth Amendment to
Credit Agreement by
and among Sunrise
Senior Living, Inc.
and certain
subsidiaries, as
the Borrowers, the
subsidiaries of the
Borrower as
identified therein,
as the Guarantors,
Bank of America,
N.A., as the
Administrative
Agent, Swing Line
Lender and L/C
Issuer, and other
lender parties
thereto, dated as
of January 20,
2008.
    
    8-K
    
    January 21, 2009
    
    
    10.110.57
    
    Eleventh Amendment
to Credit Agreement
by and among
Sunrise Senior
Living, Inc. and
certain
subsidiaries, as
the Borrowers, the
subsidiaries of the
Borrower as
identified therein,
as the Guarantors,
Bank of America,
N.A., as
Administrative
Agent, Swing Line
Lender and L/C
Issuer and other
lender parties
thereto, dated
March 20, 2009.
    
    8-K
    
    March 23, 2009
    
    
    10.110.58
    
    Assumption and
Reimbursement
Agreement made
effective as of
March 28, 2003, by
and among Marriott
International,
Inc., Sunrise
Assisted Living,
Inc., Marriott
Senior Living
Services, Inc. and
Marriott Continuing
Care, LLC.
    
    10-Q
    
    May 15, 2003
    
    
    10.410.59
    
    Assumption and
Reimbursement
Agreement (CNL)
made effective as
of March 28, 2003,
by and among
Marriott
International,
Inc., Marriott
Continuing Care,
LLC, CNL Retirement
Properties, Inc.,
CNL Retirement MA3
Pennsylvania, LP
and CNL Retirement
MA3 Virginia, LP.
    
    10-Q
    
    May 15, 2003
    
    
    10.5
 65




---



##### 



INCORPORATED BY REFERENCEExhibit
    
    
    
    
    
    
    
    ExhibitNumber
    
    Description
    
    Form
    
    Filing Date with SEC
    
    Number10.60
    
    Amended and Restated Ground Lease,
dated August 29, 2003, by and between
Sunrise Fairfax Assisted Living,
L.L.C. and Paul J. Klaassen and
Teresa M. Klaassen.
    
    10-K
    
    March 24, 2008
    
    
    10.6210.61
    
    Letter dated March 16, 2008 regarding
surrender of bonus compensation.+
    
    10-K
    
    March 24, 2008
    
    
    10.6510.62
    
    Multifamily Mortgage, Assignment of
Rents and Security Agreement.
    
    8-K
    
    May 12, 2008
    
    
    10.110.63
    
    Discount MBS Multifamily Note.
    
    8-K
    
    May 12, 2008
    
    
    10.110.64
    
    Pre-Negotiation and Standstill
Agreement dated December 24, 2008, by
and among Sunrise Senior Living,
Inc., Sunrise Hannover Senior Living
GmbH & Co. KG, Sunrise Hannover GmbH
and Natixis, London Branch.
    
    8-K
    
    December 24, 2008
    
    
    10.110.65
    
    Standstill Agreement, dated December
23, 2008, by and among Sunrise Senior
Living, Inc., Sunrise Hannover Senior
Living GmbH & Co. KG, Sunrise
Hannover GmbH and Natixis, London
Branch.
    
    8-K
    
    December 24, 2008
    
    
    10.221
    
    Subsidiaries of the Registrant.
    
    10-K
    
    March 2, 2009
    
    
    2123.1
    
    Consent of Ernst & Young LLP.
    
    10-K
    
    March 2, 2009
    
    
    23.123.2
    
    Consent of Ernst & Young LLP.
    
    10-K/A
    
    March 31, 2009
    
    
    23.223.3
    
    Consent of Ernst & Young LLP.
    
    10-K/A
    
    March 31, 2009
    
    
    23.323.4
    
    Consent of Ernst & Young LLP.
    
    10-K/A
    
    March 31, 2009
    
    
    23.423.5
    
    Consent of Deloitte & Touche LLP.
    
    10-K/A
    
    March 31, 2009
    
    
    23.523.6
    
    Consent of PricewaterhouseCoopers LLP.
    
    10-K/A
    
    March 31, 2009
    
    
    23.623.7
    
    Consent of Deloitte & Touche LLP.
    
    10-K/A
    
    March 31, 2009
    
    
    23.723.8
    
    Consent of Beers & Cutler PLLC.
    
    10-K/A
    
    March 31, 2009
    
    
    23.823.9
    
    Consent of Beers & Cutler PLLC.
    
    10-K/A
    
    March 31, 2009
    
    
    23.923.10
    
    Consent of Reznick Group P.C.
    
    10-K/A
    
    March 31, 2009
    
    
    23.1031.1
    
    Certification of Chief Executive
Officer Pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002.
    
    10-K
    
    March 2, 2009
    
    
    31.131.2
    
    Certification of Chief Financial
Officer Pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002.
    
    10-K
    
    March 2, 2009
    
    
    31.231.3
    
    Certification of Chief Executive
Officer Pursuant to
    
    10-K/A
    
    March 31, 2009
    
    
    31.3
 66




---



##### 



INCORPORATED BY REFERENCEExhibit
    
    
    
    
    
    
    
    ExhibitNumber
    
    Description
    
    Form
    
    Filing Date with SEC
    
    NumberSection 302 of
the Sarbanes-Oxley Act of 2002.31.4
    
    Certification of Chief Financial
Officer Pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002.
    
    10-K/A
    
    March 31, 2009
    
    
    31.431.5
    
    Certification of Chief Executive
Officer Pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002.*
    
    N/A
    
    N/A
    
    
    N/A31.6
    
    Certification of Chief Financial
Officer Pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002.*
    
    N/A
    
    N/A
    
    
    N/A32.1
    
    Certification of Chief Executive
Officer Pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section
906 of the Sarbanes-Oxley Act of
2002.
    
    10-K
    
    March 2, 2009
    
    
    32.132.2
    
    Certification of Chief Financial
Officer Pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section
906 of the Sarbanes-Oxley Act of
2002.
    
    10-K
    
    March 2, 2009
    
    
    32.232.3
    
    Certification of Chief Executive
Officer Pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section
906 of the Sarbanes-Oxley Act of
2002.
    
    10-K/A
    
    March 31, 2009
    
    
    32.332.4
    
    Certification of Chief Financial
Officer Pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section
906 of the Sarbanes-Oxley Act of
2002.
    
    10-K/A
    
    March 31, 2009
    
    
    32.432.5
    
    Certification of Chief Executive
Officer Pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section
906 of the Sarbanes-Oxley Act of
2002.*
    
    N/A
    
    N/A
    
    
    N/A32.6
    
    Certification of Chief Financial
Officer Pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section
906 of the Sarbanes-Oxley Act of
2002.*
    
    N/A
    
    N/A
    
    
    N/A
 
 +
    
    Represents management contract or compensatory plan or arrangement.*
    
    Filed herewith. 67