On December 14, 2012, in order to preserve economic benefits to Sunrise Senior Living, Inc. (the "Company") that could otherwise be lost in connection with the pending merger by and between the Company and Health Care REIT, Inc. (the "Merger"), the Compensation Committee of the Board of Directors of the Company (the "Committee") approved the accelerated vesting of certain restricted stock and performance unit awards (the "Equity Awards") held by C. Marc Richards, Chief Financial Officer, and David Haddock, General Counsel and Secretary.

The Company believes that the accelerated vesting of the Equity Awards is in the best interests of Company stockholders, as it ensures the preservation of tax deductions that could otherwise be lost due to the golden parachute rules under
Section 280G of the Internal Revenue Code, as amended (the "Code"), on certain payments to which Messrs. Richards and Haddock may become entitled in connection with the Merger. In addition, as a result of the accelerated vesting of the Equity Awards, Messrs. Richards and Haddock are expected to benefit by virtue of avoiding the payment of excise taxes which may be applicable to them under Sections 280G and 4999 of the Code.

The Equity Awards, which vested on December 14, 2012, are set forth below:

                                Number of
                                Shares of       Original       Number of       Original
                                Restricted    Vesting Date    Performance    Vesting Date    Total Shares
                                  Stock           (1)            Units           (1)          and Units
C. Marc Richards                  33,333       3/11/2013           -              -             33,333
                                  33,334       3/11/2014           -              -             33,334
C. Marc Richards Total                                                                          66,667

David Haddock                     33,334       10/1/2013       21,078(2)       6/1/2014         54,412
David Haddock Total                                                                             54,412

(2) Represents units relating to the 2011 performance period of a June 1, 2011 performance unit award covering 2011-2013, which were earned at the maximum level of performance, as described under the section entitled "Compensation Discussion and Analysis-Components of 2011 Executive Compensation-2011 Equity Awards" in the Company's proxy statement dated March 20, 2012 for the annual meeting of stockholders held on May 2, 2012. The vesting of units relating to the 2012 and 2013 performance periods remains subject to continued employment through the earlier of consummation of the Merger and June 1, 2014.