Unassociated Document


     

    Exhibit
      10.1            

     

    IN
      THE COURT OF CHANCERY OF THE STATE OF DELAWARE

    IN
      AND FOR NEW CASTLE COUNTY

     

     

    
      
        	
                SEIU
                  MASTER TRUST,   

              	
                )

              	 
	 	
                )

              	 
	
                        Plaintiff,  

              	
                )

              	 
	 	
                )

              	 
	
                v.     

              	
                )

              	
                C.A.
                  No. 3255

              
	 	
                )

              	 
	
                SUNRISE
                  SENIOR LIVING, INC., 

              	
                )

              	 
	 	
                )

              	 
	
                        Defendant. 

              	
                )

              	 


      

    

     

    STIPULATED
      FINAL ORDER

     

    Subject
      to the approval of the Court, SEIU Master Trust (“SEIU”) and Sunrise Senior
      Living, Inc. (“Sunrise”), by their attorneys, hereby stipulate and agree to the
      following Order and Final Judgment:

    1. At
      the
      Sunrise annual meeting of stockholders for 2007 (the “2007 Annual Meeting”)
      scheduled to be held on October 16, 2007 in McLean, Virginia, the business
      to be
      conducted may and shall include consideration of all shareholder proposals
      that
      were received by Sunrise in accordance with the notice provisions in its bylaws,
      which were (i) the shareholder proposal submitted by SEIU by letter dated
      September 24, 2007, and (ii) the shareholder proposal submitted by Amalgamated
      Bank LongView SmallCap 600 Index Fund by letter dated September 25,
      2007.

    2. The
      Stipulated Final Order entered by this Court on September 5, 2007, in
Millenco,
      L.L.C. v. Sunrise Senior Living, Inc., C.A.
      No.
      3095-CC, is hereby modified to permit consideration
      at the 2007 Annual Meeting of the matters specified in the preceding paragraph.
      A copy of this Stipulated Final Order shall be entered on the docket in C.A.
      No.
      3095-CC. 

     

    
      
         

      

      
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    3. Each
      party shall bear its own costs related to this litigation.

    4. Except
      as
      specifically provided herein or as necessary for the enforcement of this order,
      this action is dismissed with prejudice.

    


      
        	
                /s/
                  Michael J. Barry

              	
                /s/
                  Philip Trainer, Jr.

              
	
                ____________________________

              	
                ____________________________

              
	
                Jay
                  W. Eisenhofer (ID No. 2864)

              	
                Philip
                  Trainer, Jr. (ID No. 2788)

              
	
                Michael
                  J. Barry (ID No. 4368)

              	
                Richard
                  L. Renck (ID No. 3893)

              
	
                GRANT
                  & EISENHOFER P.A.

              	
                ASHBY
                  & GEDDES

              
	
                1201
                  N. Market Street

              	
                500
                  Delaware Avenue

              
	
                Chase
                  Manhattan Centre

              	
                P.O.
                  Box 1150

              
	
                Wilmington,
                  Delaware 19801

              	
                Wilmington,
                  Delaware 19899

              
	
                (302)
                  622-7000

              	
                (302)
                  654-1888

              
	
                 

              	 
	
                Attorneys
                  for Plaintiff

              	
                Attorneys
                  for Defendant

              


      

       

    

    SO
      ORDERED this ____ day of October, 2007.

     

                            ______________________________________

    The
      Honorable William B. Chandler, III 

     

    
      
         

      

      
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                  Court:
                    DE Court of Chancery 

                
	 
	
                  Judge:
                    William B Chandler

                
	 
	
                  File &
                    Serve Transaction ID: 16552156 

                
	 
	
                  Current
                    Date: Oct 10, 2007 

                
	 
	
                  Case
                    Number: 3255-CC 

                
	 
	
                  Case
                    Name: S E I U Master Trust vs Sunrise Senior Living Inc


                
	
                   

                
	
                  /s/
                    Judge William B Chandler  

                    

                  

                


        

      

       

       

      
        
           

        

        
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