Item 5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On December 16, 2008, Capital Senior Living Corporation (the "Company") issued a press release announcing the resignation of James A. Stroud as the Chairman of the Company, effective December 31, 2008. The Company does not intend to fill the office held by Mr. Stroud. Mr. Stroud will continue to serve as the Chairman of the Board of Directors of the Company.
In connection with his resignation, Mr. Stroud and the Company entered into a severance agreement dated December 12, 2008 (the "Severance Agreement"), pursuant to which Mr. Stroud will be entitled to receive (i) a cash payment in the amount of $500,000, for which Mr. Stroud intends to use the after-tax amount from $250,000 of this $500,000 for the purpose of rewarding certain nonexecutive employees of the Company for the their years of service to the Company, (ii) the amount of any bonus earned by Mr. Stroud under existing arrangements with the Company for the 2008 fiscal year, and (iii) reimbursement of Mr. Stroud's reasonable attorneys' fees incurred in connection with the Severance Agreement. Additionally, for so long as Mr. Stroud is a member of the Board of Directors (and for thirty (30) days after termination of his service as a director), the Company will maintain Mr. Stroud's existing executive office, provide administrative support and reimburse Mr. Stroud's reasonable and necessary business expenses incurred in representing the Company at the National Investment Center and American Senior Housing Association meetings. Under the Severance Agreement, the Company will also, for a period of eighteen
(18) months, either (i) continue to provide Mr. Stroud with health care benefits, as generally provided to the Company's senior executive officers, or
(ii) pay Mr. Stroud's premiums under the Consolidated Omnibus Budget Reconciliation Act. Additionally, the Severance Agreement grants certain registration rights to Mr. Stroud and the Company agrees to indemnify Mr. Stroud for certain liabilities in connection with his service as an officer of the Company. A copy of the Severance Agreement is filed as Exhibit 10.1 to this Current Report on Form 8-K. This summary of the Severance Agreement is qualified in its entirety by reference to such exhibit, which is incorporated herein by reference. Item 8.01 Other Events
On December 16, 2008, the Company issued a press release also announcing that it plans to suspend further development activities following the opening of the two remaining communities under development in the first half of 2009. The full text of the press release issued in connection with the announcement is attached hereto as Exhibit No. 99.1. This information being furnished under this Item 8.01 and Exhibit 99.1 shall not be deemed "filed" for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. The press release contains, and may implicate, forward-looking statements regarding the Company and includes cautionary statements identifying important factors that could cause actual results to differ materially from those anticipated. Forward-looking statements are made based upon management's expectations and belief concerning future developments and their potential effect upon the Company. There can be no assurance that future developments will be in accordance with management's expectations or that the effect of future developments on the Company will be those anticipated by management. For additional information about risks and uncertainties that could adversely affect the Company's forward-looking statements, please refer to the Company's filings with the Securities and Exchange Commission, including its Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2008.
Item 9.01 Financial Statements and Exhibits.
(a) Not applicable.
(b) Not applicable.
(c) Not applicable.
(d) Exhibits.
10.1 Severance Agreement, dated December 12, 2008, by and among Capital Senior Living Corporation and James A. Stroud.

99.1 Press Release dated December 16, 2008.

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