**Exhibit10.54****INDEMNIFICATION AGREEMENT**     THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made as of                    , 2005 by andbetween Sunrise Senior Living, Inc., a Delaware corporation (the “Company”), and                    *(“Indemnitee”), a director and/or officer of the Company.     WHEREAS, Section 6 of the Amended and Restated Bylaws of the Company, as amended (the“Bylaws”), provides that the Company, among other things, shall indemnify and hold harmless eachperson who was or is a party or is threatened to be made a party to or is involved in anythreatened, pending or completed action, suit or proceeding, whether civil, criminal,administrative, or investigative and whether by or in the right of the Company or otherwise, byreason of the fact that he or she is or was an officer or director of the Company or is or wasserving at the request of the Company as an officer, director, employee, partner (limited orgeneral) or agent of another corporation or of a partnership, joint venture, limited liabilitycompany, trust, or other enterprise; and     WHEREAS, in recognition of Indemnitee’s need for protection against personal liability inorder to enhance Indemnitee’s continued service to the Company and Indemnitee’s reliance on theprovisions of Section 6 of the Bylaws requiring indemnification under certain circumstances, and inpart to provide Indemnitee with specific contractual assurance that indemnification protection willbe available and to implement such Bylaw provision, the Company wishes to provide in this Agreementfor the indemnification of, and the advancement of expenses to, Indemnitee to the fullest extentpermitted by law.     NOW, WHEREAS, in consideration of the mutual premises and covenants contained herein, and forother good and valuable consideration, the receipt and sufficiency of which are herebyacknowledged, the parties hereto agree as follows:     SECTION 1. Right to Indemnification. The Company shall to the fullest extentpermitted by applicable law in effect on the date hereof or as such law may from time to time beamended indemnify and hold harmless the Indemnitee in the event that he or she was or is a party toor is involved or becomes involved in any manner (including, without limitation, as a party,intervenor or a witness) or is threatened to be made so involved in any threatened, pending orcompleted investigation, claim, action, suit, arbitration, alternate dispute resolution mechanism,inquiry, administrative hearing or any other actual, threatened or completed proceeding, whethercivil, criminal, administrative or investigative (including without limitation, any action, suit orproceeding by or in the right of the Company to procure a judgment in its favor) (a “Proceeding”)by reason of the fact that he or she, or a person of whom he or she is the legal representative, isor was a director and/or officer of the Company, or is or was serving at the request of the Companyas a director, officer, partner (limited or general) or agent of another corporation, partnership,joint venture, limited liability company, trust or other enterprise, including, without limitation,any subsidiary of the Company (including, without limitation, * See Schedule A for a list of officers and directors whohave entered into this Indemnification Agreement with theCompany.
 

 
service with respect to an employee benefit plan), against all expenses, liabilities and losses,including attorneys’ fees, judgments, fines (including any excise taxes assessed on a person withrespect to an employee benefit plan), taxes, penalties and amounts paid or to be paid in settlement(collectively, “Losses”), actually and reasonably incurred by him or her in connection with suchProceeding. Such indemnification shall be a contract right and shall include the right to receivepayment in advance of any expenses incurred by the Indemnitee in connection with such Proceeding,consistent with the provisions of applicable law as then in effect. If Indemnitee is entitledunder any provision of this Agreement to indemnification by the Company for some or a portion ofthe Losses actually and reasonably incurred by Indemnitee in a Proceeding, but not, however, forthe total amount thereof, the Company shall indemnify Indemnitee for the portion of such Losses towhich Indemnitee is entitled.     SECTION 2. Indemnification; Not Exclusive Right. The right of indemnificationprovided in this Agreement shall not be exclusive of and shall be in addition to, and not in lieuof, any other rights to which the Indemnitee may otherwise be entitled under applicable law, theBylaws, the Company’s certificate of incorporation, as amended, or otherwise. Nothing in thisAgreement shall diminish or otherwise restrict the Indemnitee’s right to indemnification underapplicable law, the Bylaws, the Company’s certificate of incorporation, as amended, or otherwise.The rights conferred upon Indemnitee by this Agreement shall continue after Indemnitee has ceasedto be a director or officer of the Company, or to serve at the request of the Company as adirector, officer, partner (limited or general), or agent of another corporation, partnership,joint venture, limited liability company, trust or other enterprise and the provisions of thisAgreement shall inure to the benefit of the heirs, executors, administrators and other legalrepresentatives of the Indemnitee and shall be applicable to Proceedings commenced or continuingafter the adoption of this Agreement, whether arising from acts or omissions occurring before orafter its execution and delivery.     SECTION 3. Advancement of Expenses; Procedures; Presumptions and Effect of CertainProceedings; Remedies. In furtherance, but not in limitation of the foregoing provisions, thefollowing procedures, presumptions and remedies shall apply with respect to the advancement ofexpenses and the right to indemnification under this Agreement:          3(a) Advancement of Expenses. All reasonable expenses (including attorneys’ fees)incurred by or on behalf of the Indemnitee in the defense of or other involvement in or otherwisein connection with any Proceeding shall be advanced to the Indemnitee by the Company within twenty(20) days after the receipt by the Company of a statement or statements from the Indemniteerequesting such advance or advances from time to time, whether prior to or after final dispositionof such Proceeding. Such statement or statements shall reasonably evidence the expenses incurredby the Indemnitee and shall include or be accompanied by an undertaking by or on behalf of theIndemnitee to repay the amounts advanced if it should ultimately be determined that the Indemniteeis not entitled to be indemnified against such expenses pursuant to this Agreement.          3(b) Procedure for Determination of Entitlement to Indemnification.             (i) To obtain indemnification under this Agreement, the Indemnitee shall submit to theSecretary of the Company a written request, including such documentation
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and information as is reasonably available to the Indemnitee and reasonably necessary todetermine whether and to what extent the Indemnitee is entitled to indemnification (the “SupportingDocumentation”). The determination of the Indemnitee’s entitlement to indemnification shall bemade not later than sixty (60) days after receipt by the Company of the written request forindemnification together with the Supporting Documentation. The Secretary of the Company shall,promptly upon receipt of such a request for indemnification, advise the Board of Directors of theCompany (the “Board of Directors”) in writing that the Indemnitee has requested indemnification.             (ii) The Indemnitee’s entitlement to indemnification under this Agreement shall be determinedin one of the following ways: (A) by a majority vote of the Disinterested Directors (as hereinafterdefined), even though less than a quorum of the Board of Directors; (B) by a committee of suchDisinterested Directors designated by a majority vote of such Disinterested Directors, even thoughless than a quorum of the Board of Directors; (C) by a written opinion of Independent Counsel (ashereinafter defined) if (x) a Change of Control (as hereinafter defined) shall have occurred andthe Indemnitee so requests or (y) there are no Disinterested Directors, or a majority ofDisinterested Directors, even though less than a quorum, so directs; (D) by the stockholders of theCompany (but only if a majority of the Disinterested Directors, even though less than a quorum ofthe Board of Directors, presents the issue of entitlement to indemnification to the stockholdersfor their determination); or (E) as provided in Section 3(c).             (iii) In the event the determination of entitlement to indemnification is to be made byIndependent Counsel pursuant to Section 3(b)(ii), a majority of the Disinterested Directors, or inthe absence of any Disinterested Directors, a majority of the Board of Directors, shall select theIndependent Counsel, but only an Independent Counsel to which the Indemnitee does not reasonablyobject; provided, however, that if a Change of Control shall have occurred, the Indemnitee shallselect such Independent Counsel, but only an Independent Counsel to which the Board of Directorsdoes not reasonably object.          3(c) Presumptions and Effect of Certain Proceedings. Except as otherwise expresslyprovided in this Agreement, the Indemnitee shall be presumed to be entitled to indemnificationunder this Agreement upon submission of a request for indemnification together with the SupportingDocumentation in accordance with Section 3(b)(i), and thereafter the Company shall have the burdenof proof to overcome that presumption in reaching a contrary determination. In any event, if theperson or persons empowered under Section 3(b) to determine entitlement to indemnification shallnot have been appointed or shall not have made a determination within sixty (60) days after receiptby the Company of the request therefor together with the Supporting Documentation, the Indemniteeshall be deemed to be entitled to indemnification and shall be entitled to such indemnificationunless (A) the Indemnitee misrepresented or failed to disclose a material fact in making therequest for indemnification or in the Supporting Documentation or (B) such indemnification isprohibited by law. The termination of any Proceeding described in Section l, or of any claim,issue or matter herein, by judgment, order, settlement or conviction, or upon a plea of nolocontendere or its equivalent, shall not, of itself, adversely affect the right of the Indemnitee toindemnification or create a presumption that the Indemnitee did not act in good faith and in amanner which he or she reasonably believed to be in or not opposed to the best interests of theCompany or, with respect
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to any criminal Proceeding, that the Indemnitee had reasonable cause to believe that his orher conduct was unlawful.          3(d) Remedies of Indemnitee.             (i) In the event that a determination is made pursuant to Section 3(b) that the Indemnitee isnot entitled to indemnification under this Agreement, the Indemnitee shall be entitled to seek anadjudication of his or her entitlement to such indemnification either at the Indemnitee’s soleoption, in (x) an appropriate court of the State of Delaware or any other court of competentjurisdiction or (y) an arbitration to be conducted by a single arbitrator pursuant to the rules ofthe American Arbitration Association; it being understood that any such judicial proceeding orarbitration shall be de novo and the Indemnitee shall not be prejudiced by reason of such adversedetermination; and in any such judicial proceeding or arbitration the Company shall have the burdenof proving that the Indemnitee is not entitled to indemnification under this Agreement.             (ii) If a determination shall have been made or deemed to have been made, pursuant to Sections3(b) or (c), that the Indemnitee is entitled to indemnification, the Company shall be obligated topay the amounts constituting such indemnification within five (5) days after such determination hasbeen made or deemed to have been made and shall be conclusively bound by such determination unless(A) the Indemnitee misrepresented or failed to disclose a material fact in making the request forindemnification or in the Supporting Documentation or (B) such indemnification is prohibited bylaw. In the event that advancement of expenses is not timely made pursuant to Section 3(a) orpayment of indemnification is not made within five (5) days after a determination of entitlement toindemnification has been made or deemed to have been made pursuant to Section 3(b) or (c), theIndemnitee shall be entitled to seek judicial enforcement of the Company’s obligation to pay to theIndemnitee such advancement of expenses or indemnification. Notwithstanding the foregoing, theCompany may bring an action in the Court of Chancery in the State of Delaware (or in any otherstate court of Delaware if it is determined that the Court of Chancery does not have jurisdictionover such action) contesting the right of the Indemnitee to receive indemnification hereunder dueto the occurrence of an event described in subclause (A) or (B) of this clause (ii) (a“Disqualifying Event”); provided, however, that in any such action the Company shall have theburden of proving the occurrence of such Disqualifying Event.             (iii) The Company shall be precluded from asserting in any judicial proceeding or arbitrationcommenced pursuant to this Section 3(d) that the procedures and presumptions of this Agreement arenot valid, binding and enforceable and shall stipulate in any such court or before any sucharbitrator that the Company is bound by all the provisions of this Agreement.             (iv) In the event that the Indemnitee, pursuant to this Section 3(d), seeks a judicialadjudication of or an award in arbitration to enforce his or her rights under, or to recoverdamages for breach of, this Agreement, the Indemnitee shall be entitled to recover from theCompany, and shall be indemnified by the Company against, any expenses (including attorneys’ fees)actually and reasonably incurred by him or her if the Indemnitee prevails in such judicialadjudication or arbitration. If it shall be determined in such judicial adjudication or
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arbitration that the Indemnitee is entitled to receive part but not all of the indemnificationor advancement of expenses sought, all such expenses (including attorneys’ fees) actually andreasonably incurred by the Indemnitee in connection with such judicial adjudication or arbitrationshall be paid.     3(e) Definitions. For the purposes of this Section 3:             (i) “Change in Control” means a change in control of the Company of a nature that would berequired to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A promulgatedunder the Securities Exchange Act of 1934, as amended (the “Act”), whether or not the Company isthen subject to such reporting requirement; provided that, without limitation, such a change incontrol shall be deemed to have occurred if (A) any “person” (as such term is used in Sections13(d) and 14(d) of the Act) becomes after the date hereof the “beneficial owner” (as defined inRule l3d-3 under the Act), directly or indirectly, of securities of the Company representingtwenty-five percent (25%) or more of the combined voting power of the Company’s then outstandingsecurities without the prior approval of at least two-thirds of the members of the Board ofDirectors in office immediately prior to such acquisition; (B) the Company is a party to a merger,consolidation, sale of assets or other reorganization, or a proxy contest, as a consequence ofwhich members of the Board of Directors in office immediately prior to such transaction or eventconstitute less than a majority of the Board of Directors thereafter or (C) during any period oftwo (2) consecutive years, individuals who at the beginning of such period constituted the Board ofDirectors (including for this purpose any new director whose election or nomination for election bythe Company’s stockholders was approved by a vote of at least a majority of the directors thenstill in office who were directors at the beginning of such period) cease for any reason toconstitute at least a majority of the Board of Directors.             (ii) “Disinterested Director” means a director of the Company who is not or was not a party tothe Proceeding in respect of which indemnification is sought by the Indemnitee.             (iii) “Independent Counsel” means a law firm or a member of a law firm that neither presentlyis, nor in the past five (5) years has been, retained to represent (A) the Company or theIndemnitee in any matter material to either such party (other than with respect to mattersconcerning Indemnitee under this Agreement, or of other individuals who are “indemnities” undersimilar indemnification agreements) or (B) any other party to the Proceeding giving rise to a claimfor indemnification under this Agreement. Notwithstanding the foregoing, the term “IndependentCounsel” shall not include any person who, under the applicable standards of professional conductthen prevailing under the laws of the State of Delaware or any other applicable law, would have aconflict of interest in representing either the Company or the Indemnitee in an action to determinethe Indemnitee’s rights under this Agreement. The Company agrees to pay the reasonable fees of theIndependent Counsel referred to above and to fully indemnify such counsel against any and allexpenses, claims, liabilities and damages arising or relating to this Agreement or its engagementpursuant hereto.     SECTION 4. Notification and Defense of Claim. Promptly after receipt of notice of thecommencement of any action, suit or proceeding, Indemnitee will, if a claim in respect thereof is
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to be made against the Company under this Agreement, notify the Company of the commencementthereof, but the omission so to notify the Company will not relieve the Company from any liabilitythat the Company may have to Indemnitee under this Agreement unless the Company is materiallyprejudiced thereby. With respect to any such action, suit or proceeding as to which Indemniteenotifies the Company of the commencement thereof:          4(a) The Company will be entitled to participate therein at its own expense; and          4(b) Except as otherwise provided below, the Company jointly with any other indemnifying partysimilarly notified will be entitled to assume the defense thereof, with counsel reasonablysatisfactory to Indemnitee. After notice from the Company to Indemnitee of the Company’s electionso to assume the defense thereof, the Company will not be liable to Indemnitee under this Agreementfor any legal or other expenses subsequently incurred by Indemnitee in connection with the defensethereof other than reasonable costs of investigation or as otherwise provided below. Indemniteeshall have the right to employ Indemnitee’s own counsel in such action, suit or proceeding, but thefees and disbursements of such counsel incurred after notice from the Company of the Company’sassumption of the defense thereof shall be at the expense of Indemnitee unless (i) the employmentof counsel by Indemnitee has been authorized by the Company, (ii) Indemnitee shall have reasonablyconcluded that there may be a conflict of interest between the Company and Indemnitee in theconduct of the defense of such action, (iii) such action, suit or proceeding seeks penalties orother relief against Indemnitee with respect to which the Company could not provide monetaryindemnification to Indemnitee (such as injunctive relief or incarceration) or (iv) the Companyshall not in fact have employed counsel to assume the defense of such action, in each of whichcases the fees and disbursements of counsel shall be at the expense of the Company. The Companyshall not be entitled to assume the defense of any action, suit or proceeding brought by or onbehalf of the Company, or as to which Indemnitee shall have reached the conclusion specified in(ii) above, or which involves penalties or other relief against Indemnitee of the type referred toin (iii) above.          4(c) The Company shall not be liable to indemnify Indemnitee under this Agreement for anyamounts paid in settlement of any action or claim effected without the Company’s prior writtenconsent. The Company shall not settle any action or claim in any manner that would impose anyfine, penalty, limitation or obligation on Indemnitee without Indemnitee’s prior written consent.Neither the Company nor Indemnitee will unreasonably withhold its, or his or her, respectiveconsent to any proposed settlement.     SECTION 5. Exception. Notwithstanding any provision in this Agreement to thecontrary, the Company shall not be obligated under this Agreement to indemnify Indemnitee (or toadvance expenses to Indemnitee) in connection with any claim made against Indemnitee with respectto any Proceeding or other proceedings or claims brought voluntarily by the Indemnitee and not byway of defense, except with respect to any Proceeding or other proceedings or claims brought toestablish or enforce a right to indemnification or advancement of expenses under this Agreement orany other statute or law or otherwise as required under Section 145 of the Delaware GeneralCorporation Law, but such indemnification or advancement of expenses may be provided by the Companyin specific cases if the Board of Directors (or a committee thereof) finds it to be appropriate.
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     SECTION 6. Severability; Prior Indemnification Agreements. If any provision orprovisions of this Agreement shall be held to be invalid, illegal or unenforceable for any reasonwhatsoever: (a) the validity, legality and enforceability of the remaining provisions of thisAgreement (including, without limitation, all portions of any paragraph of this Agreementcontaining any such provision held to be invalid, illegal or unenforceable, that are not themselvesinvalid, illegal or unenforceable) shall not in any way be affected or impaired thereby and (b) tothe fullest extent possible, the provisions of this Agreement (including, without limitation, allportions of any paragraph of this Agreement containing any such provision held to be invalid,illegal or unenforceable, that are not themselves invalid, illegal or unenforceable) shall beconstrued so as to give effect to the intent manifested by the provision held invalid, illegal orunenforceable. This Agreement shall supersede and replace any prior indemnification agreementsentered into by and between the Company and the Indemnitee and any such prior agreements shall bedeemed automatically terminated upon execution and delivery of this Agreement by the Company andthe Indemnitee; provided, however, that nothing in this Agreement shall replace the contract rightsconferred upon Indemnitee in the Company’s Bylaws to the extent such rights differ from the rightsprovided in this Agreement.     SECTION 7. Company’s Right to Indemnification. Nothing in this Agreement shalldiminish, limit or otherwise restrict or modify in any way the Company’s right to indemnificationor contribution from an Indemnitee or an Indemnitee’s obligation to indemnify or hold harmless theCompany under any agreement, instrument, commitment or understanding now or hereafter in effect.     SECTION 8. Cancellation. The Company may cancel the provisions of this Agreementprospectively only upon thirty (30) days’ prior written notice to Indemnitee, in order to affordIndemnitee an opportunity to resign as officer and/or director rather than continue to serve absentindemnification provided under this Agreement; it being understood that “prospectively only” shallmean that the Agreement shall remain in full force and effect for all acts or omissions that occurthrough the effective date of cancellation. Notwithstanding the foregoing, this Agreement does notcreate any obligation on the part of the Company to continue the Indemnitee as an employee, officeror director of the Company, as applicable, and shall not be deemed an employment contract betweenthe Company and the Indemnitee, as applicable, and, if the Indemnitee is an employee or officer ofthe Company, Indemnitee specifically acknowledges that Indemnitee may be discharged at any time forany reason, with or without cause, and with or without severance compensation, except as may beotherwise provided in a separate written contract between Indemnitee and the Company.     SECTION 9. Amendments and Waiver. No amendment, modification or discharge or thisAgreement, and no waiver hereunder, shall be valid or binding unless set forth in writing and dulyexecuted by both of the parties hereto. Neither the waiver by any of the parties hereto of a breachof or a default under any of the provisions of this Agreement, nor the failure of any of theparties, on one or more occasions, to enforce any of the provisions of this Agreement or toexercise any right or privilege hereunder shall thereafter be construed as a waiver of anysubsequent breach or default of a similar nature, or as a waiver of any of such provisions, rightsor privileges hereunder. No delay or failure on the part of any party in exercising any right,power or privilege under this Agreement or under any other instruments given in connection with
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or pursuant to this Agreement shall impair any such right, power or privilege or be construedas a waiver of any default or any acquiescence therein. No single or partial exercise of any suchright, power or privilege shall preclude the further exercise of such right, power or privilege, orthe exercise of any other right, power or privilege.     SECTION 10. Liability Insurance. To the extent that the Company maintains aninsurance policy providing liability insurance for directors and officers of the Company or fordirectors, officers, employees, agents or fiduciaries of any other corporation, partnership, jointventure, limited liability company, trust, employee benefit plan or other enterprise for which suchperson serves at the request of the Company, Indemnitee shall be covered by such policy or policiesin accordance with its or their terms to the maximum extent of the coverage available for anydirector, officer, employee, agent or fiduciary under such policy or policies (as applicable to thecapacity(ies) in which such Indemnitee serves). If, at the time of the receipt of a notice of aProceeding pursuant to the terms hereof, the Company has director and officer liability insurancein effect, the Company shall give prompt notice of the commencement of such Proceeding to theinsurers in accordance with the procedures set forth in the respective policies. The Company shallthereafter take all necessary or desirable action to cause such insurers to pay, on behalf of theIndemnitee, all amounts payable as a result of such Proceeding in accordance with the terms of suchpolicies.     SECTION 11. Subrogation. In the event of payment under this Agreement, the Companyshall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee,who shall execute all papers required and shall do everything that may be necessary to secure suchrights, including the execution and delivery of such documents necessary to enable the Companyeffectively to bring suit to enforce such rights.     SECTION 12. No Duplication of Payment. The Company shall not be liable under thisAgreement to make any payment in connection with any claim made against Indemnitee to the extentIndemnitee has otherwise actually received payment (under any insurance policy, Bylaw provision orotherwise) of the amounts otherwise indemnifiable hereunder.     SECTION 13. Governing Law; Consent to Jurisdiction; Headings. This Agreement shall begoverned by and construed and enforced in accordance with the laws of the State of Delawareapplicable to contracts made and to be performed in such state without giving effect to theprinciples of conflicts of laws. Except as set forth in Section 3(d) with respect to Indemnitee’sright to arbitration, the Company and the Indemnitee hereby irrevocably consent to the jurisdictionof the courts of the State of Delaware for all purposes in connection with any action, suit orproceeding which arises out of or relates to this Agreement and agree that any action institutedunder this Agreement shall be brought only in the Court of Chancery in the State of Delaware (or inany other state court of Delaware if it is determined that the Court of Chancery does not havejurisdiction over such action). The section and other headings contained in this Agreement are forreference purposes only and shall not affect in any way the meaning of interpretation of thisAgreement.     SECTION 14. Counterparts. This Agreement may be executed and delivered in or morecounterparts, each of which shall constitute an original.
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     IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement or havecaused this Agreement to be executed and delivered as of the day and year first above written.         SUNRISE SENIOR LIVING, INC.           By:             Name:  Title:         INDEMNITEE         By:             Name:
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**Schedule A**Each ofthe following officers and directors of the Company has entered intoa separate Indemnification Agreementwith the Company:Paul J. Klaassen