2010 Non-Employee Director Fee Schedule and Advisory Services Agreement (Sunrise Senior Living, Inc.)
This document outlines the 2010 compensation structure for non-employee directors of Sunrise Senior Living, Inc. Non-employee directors, except Paul J. Klaassen, received annual retainers and additional fees for committee roles, paid quarterly. Directors are also reimbursed for reasonable meeting expenses. Paul J. Klaassen, as non-executive chair, received a separate monthly fee for advisory services from August to December 2010, but no board fees. The CEO, Mark S. Ordan, did not receive board fees. The agreement specifies payment terms and roles for board and committee service.
Exhibit 10.44
2010 Director Fees
For 2010, our non-employee directors (other than Paul J. Klaassen) received the following annual Board fees. These fees are paid on a calendar-year basis, quarterly in advance. No separate meeting attendance fees are paid for attending meetings of Board committees.
| Board Retainer | $ | 150,000 | ||
| Committee Chair Retainer: | ||||
| Audit Committee | $ | 25,000 | ||
| Compensation Committee | $ | 15,000 | ||
| Fee for Serving on Audit Committee (other than the Committee Chair) | $ | 10,000 | ||
| Lead Director Fee | $ | 50,000 |
In addition, all non-employee directors are reimbursed for reasonable expenses incurred in attending meetings of the Board or Board committees.
For 2010, Mr. Klaassen, our non-executive chair of the Board, was paid $25,000 per month for advisory services on senior living matters provided by him to Mark S. Ordan, our chief executive officer, during the months of August 2010 to December 2010. Mr. Klaassen did not receive any Board fees for 2010.
Mr. Ordan does not receive fees for serving on our Board.
