SUNRISE ASSISTED LIVING, INC.
1996 DIRECTORS' STOCK OPTION PLAN, AS AMENDED
1. NAME AND PURPOSE.
1.1 This plan is the SUNRISE ASSISTED LIVING, INC. 1996
DIRECTORS' STOCK OPTION PLAN (the "Plan").
1.2 The purposes of the Plan are to enhance the Company's ability to attract and retain highly qualified individuals
to serve as members of the Company's Board of Directors and to provide additional incentives to Directors to
promote the success of the Company. The Plan provides Directors of the Company an opportunity to purchase
shares of the Stock of the Company pursuant to Options. Options granted under the Plan shall not constitute
"incentive stock options" within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended.
1.3 This Plan is intended to constitute a "formula plan" and the Directors are intended to be "disinterested
administrators" of Other Plans for purposes of Rule 16b-3 under the Securities Exchange Act of 1934, as
amended (the "Exchange Act").
For purposes of interpreting the Plan and related documents (including Stock Option Agreements), the following
definitions shall apply:
2.1 "Additional Option" means any Option other than an Initial Option.
2.2 "Board" means the Board of Directors of the Company.
2.3 "Commencement of Service" means the date of election of the Director to his or her first term as a Director.
2.4 "Company" means Sunrise Assisted Living, Inc., a Delaware corporation.
2.5 "Director" means a member of the Company's Board who is not an officer or employee of the Company or
any of its subsidiaries and was not serving as a Series A Director (as defined in that certain Stockholders'
Agreement dated as of January 4, 1995) on the Effective Date.
2.6 "Effective Date" means the date the Plan was adopted by the Board.
2.7 "Exercise Price" means the Option Price multiplied by the number of shares of Stock purchased pursuant to
exercise of an Option.
2.8 "Expiration Date" means the tenth anniversary of