Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e) Adoption of Compensatory Plan: On June 12, 2009, the Compensation Committee of the Board of Directors of Capital Senior Living Corporation (the "Company") approved the Company's 2009 Incentive Compensation Plan (the "Plan"). The Plan provides cash performance bonus opportunity to members of its executive management, including the named executive officers, based upon achievement of certain earnings-per-share (EPS) goals, corporate goals and individual goals established for the year ending December 31, 2009. Under the Plan for 2009, the Company's eligible named executive officers are entitled to receive a cash performance bonus equal to 33% (44% for our Chief Executive Officer) of their base salary paid during the applicable quarter if the actual earnings per share for our common stock is equal to or greater than a pre-established internal target. In addition, the Company's eligible named executive officers are entitled to receive a cash performance bonus equal to 27% (36% for our Chief Executive Officer) of their base salary for the year based upon our achievement of certain objective corporate goals. Also, the Company's eligible named executive officers are entitled to an additional maximum award of 10% of the earned cash bonus performance amount if the objective goal is exceeded. Further, the Company's eligible named executive officers are entitled to receive a cash performance bonus equal to 15% (20% for our Chief Executive Officer) of their base salary for the year based upon our achievement of certain objective individual goals and, for certain individual goals, there is also an opportunity to receive an additional maximum award of 10% of the cash performance bonus if the objective goal is exceeded.

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