Item 1.01. Entry into a Material Definitive Agreement.
In September 2006, Sunrise Senior Living, Inc. ("Sunrise") acquired all of the outstanding stock of Trinity Hospice, Inc. ("Trinity") from its stockholders pursuant to an agreement and plan of merger (the "Merger Agreement"). In connection with the Merger Agreement, the parties thereto had raised certain claims against each other.
In order to resolve and settle the claims among them, on June 15, 2009, Sunrise and its wholly owned subsidiary, Trinity (collectively, the "Sunrise Parties") entered into a Settlement Agreement (the "Agreement") with the former majority stockholders of Trinity (collectively, the "Selling Parties"), which, among other matters, provides for the release and discharge of all claims and causes of action between the parties to the Agreement.
In consideration of the Agreement, the Selling Parties agree to pay Sunrise an aggregate amount of $9,835,951.00 within 2 business days after the effective date of the Agreement, consisting of the sum of $6,749,999.44 from the Selling Parties and another amount in the sum of $3,085,951.56 (together with any other interest accrued thereunder through and as of the date of release) to be released to Sunrise by the United Bank as escrow agent under the Merger Agreement. The parties to the Agreement also agree to cooperate to achieve voluntary dismissal of certain litigation matters.
In exchange for the consideration provided in the Agreement and effective upon receipt by Sunrise of the payment described above, the Sunrise Parties and the Selling Parties will reciprocally release each other from any and all claims that each such parties have against other such parties relating to any matters through the date of the Agreement (other than any claim the Sunrise Parties or the Selling Parties may assert as a result of any alleged failure of performance by the other parties under the Agreement).

---