<PAGE>
EXHIBIT (a)(5)(C)
Dear Sunrise Medical Associate:
By the time you receive this letter, you may already have heard the news: the
Board of Directors of Sunrise Medical has agreed to sell the company to an
investor group that includes our President and CEO Michael N. Hammes and other
senior managers of the Company and affiliates of Park Avenue Equity Partners and
Vestar Capital Partners.
As a holder of options under the Company's Option Plans, you are affected by
this transaction. This memo describes what will happen with your options.
1. Vesting of your options will accelerate so that they will be 100% vested
before the transaction is completed.
2. Options that are priced lower than the offering price of $10.00 per share
will receive payment shortly after completion of the transaction for the
difference between the offering price and your option price.
3. All option programs will terminate. All options (regardless of the exercise
price) will be cancelled, when the transaction is completed.
4. Options that are priced higher than the offering price have no value and
you will not receive any payment.
5. You will receive paperwork over the next few weeks that details your option
holdings and the mechanics of the option program payments.
6. YOU DON'T HAVE TO DO ANYTHING AT THIS TIME. Specifically, you do not need
to exercise your options to receive your option payment.
Because Sunrise Medical will no longer be a publicly held company, a new program
more appropriate to a privately held company is being finalized to replace the
cancelled option program. This new program will provide compensation if the
Company meets specific performance goals.
If you have any questions, please call Debi Ward at (760) 930-1547 or Suzanne
DeSpain at (760) 930-1542.
Sincerely,
/s/ Steven A. Jaye
---------------------
Steven A. Jaye
