Common use of Following Certain Terminations of Employment Clause in Contracts

Following Certain Terminations of Employment. Subject to the following paragraph, upon termination of the Participant's employment with the Company and its Subsidiaries and Affiliates for any reason, any Restricted Shares as to which the restrictions on transferability described in this Section shall not already have lapsed shall be immediately forfeited by the Participant and transferred to, and reacquired by, the Company without consideration of any kind and neither the Participant nor any of the Participant's successors, heirs, assigns, or personal representatives shall thereafter have any further rights or interests in such Restricted Shares. Notwithstanding the foregoing, in the event that the Participant's employment is terminated by the Company (or its successor) or a Subsidiary or Affiliate without Cause, or in the event that the Participant's employment is terminated by death or Disability (either before or after a Change in Control), the restrictions on transfer with respect to the Restricted Shares normally subject to vesting at the next vesting date shall immediately lapse and such Restricted Shares shall be fully vested, with any remaining Restricted Shares being forfeited upon the date of such termination. Notwithstanding the foregoing or any provision hereof to the contrary, in the event that either (i) the Participant's employment is terminated by the Company (or its successor) or a Subsidiary or Affiliate without Cause, or (ii) the Participant terminates employment for Good Reason (as defined in the Brookdale Senior Living Inc. Severance Pay Policy, Tier I), in either case on or after the effective date of a Change in Control but prior to twelve (12) months following such Change in Control, then any Restricted Shares that are not vested as of the date of such termination shall immediately vest.

Following Certain Terminations of Employment. Subject to the following paragraphparagraphs, upon termination of the Participant's ’s employment with the Company and its Subsidiaries and Affiliates for any reason, any Restricted Shares as to which the restrictions on transferability described in this Section shall not already have lapsed shall be immediately forfeited by the Participant and transferred to, and reacquired by, the Company without consideration of any kind and neither the Participant nor any of the Participant's ’s successors, heirs, assigns, or personal representatives shall thereafter have any further rights or interests in such Restricted Shares. Notwithstanding the foregoing, in the event that the Participant's ’s employment is terminated by the Company (or its successor) or a Subsidiary or Affiliate without Cause, or in the event that the Participant's ’s employment is terminated by death or Disability (either before or after a Change in Control), the restrictions on transfer with respect to the tranche of Restricted Shares normally subject to vesting at the next vesting date shall remain subject hereto until the vesting date that immediately lapse and follows such Restricted Shares shall be fully vestedtermination (subject to earlier vesting upon the occurrence of an intervening Change in Control), with any remaining Restricted Shares being forfeited upon the date of such termination; provided, however, (i) if the termination occurs on or prior to May 20, 2012, 25% of the Restricted Shares shall remain outstanding and shall be eligible to vest on May 20, 2012 in accordance with the following sentences (with any remaining Restricted Shares being immediately forfeited upon the date of termination) and (ii) if the termination occurs after May 20, 2012 but on or prior to May 20, 2013, 50% of the Restricted Shares shall remain outstanding and shall be eligible to vest on May 20, 2013 in accordance with the following sentences (with any remaining Restricted Shares being immediately forfeited upon the date of termination). If the Restricted Shares scheduled to vest on the next vesting date are subject to performance-vesting under subsections 2(a)(i)(A) or (B) above, upon such vesting date the same number of Restricted Shares shall vest as would have vested if the Participant had remained employed by the Company on such vesting date (if any), and the remaining Restricted Shares (if any) shall be forfeited; provided, however, (i) with respect to a termination that occurs on or prior to May 20, 2012, the number of Restricted Shares that shall vest shall be determined assuming that the performance target applicable to such Restricted Shares was based on the Company’s one year CAGR of CFFO per share, in accordance with the schedule set forth on Exhibit A hereto and (ii) with respect to a termination that occurs after May 20, 2012 but on or prior to May 20, 2013, the number of Restricted Shares that shall vest shall be determined assuming that the performance target applicable to such Restricted Shares was based on the Company’s two year CAGR of CFFO per share, in accordance with the schedule set forth on Exhibit A hereto. If the Restricted Shares scheduled to vest on the next vesting date are subject only to time-vesting (as a result of a previous Change in Control), such Restricted Shares shall vest on the next vesting date. Notwithstanding the foregoing or any provision hereof to the contrary, in the event that either (i) the Participant's ’s employment is terminated by the Company (or its successor) or a Subsidiary or Affiliate without Cause, or (ii) the Participant terminates employment for Good Reason (as defined in the Brookdale Senior Living Inc. Severance Pay Policy, Tier I), in either case on or after the effective date of a Change in Control but prior to twelve (12) months following such Change in Control, then any Restricted Shares that are not vested as of the date of such termination shall immediately vest.

Following Certain Terminations of Employment. Subject to the following paragraphparagraphs, upon termination of the Participant's employment with the Company and its Subsidiaries and Affiliates for any reason, any Restricted Shares as to which the restrictions on transferability described in this Section shall not already have lapsed shall be immediately forfeited by the Participant and transferred to, and reacquired by, the Company without consideration of any kind and neither the Participant nor any of the Participant's successors, heirs, assigns, or personal representatives shall thereafter have any further rights or interests in such Restricted Shares. Notwithstanding the foregoing, in the event that the Participant's employment is terminated by the Company (or its successor) or a Subsidiary or Affiliate without Cause, or in the event that the Participant's employment is terminated by death or Disability (either before or after a Change in Control), the restrictions on transfer with respect to the tranche of Restricted Shares normally subject to vesting at the next vesting date shall remain subject hereto until the vesting date that immediately lapse and follows such Restricted Shares shall be fully vestedtermination (subject to earlier vesting upon the occurrence of an intervening Change in Control), with any remaining Restricted Shares being forfeited upon the date of such termination; provided, however, (i) if the termination occurs on or prior to February 27, 2014, 25% of the Restricted Shares shall remain outstanding and shall be eligible to vest on February 27, 2014 in accordance with the following sentences (with any remaining Restricted Shares being immediately forfeited upon the date of termination) and (ii) if the termination occurs after February 27, 2014 but on or prior to February 27, 2015, 50% of the Restricted Shares shall remain outstanding and shall be eligible to vest on February 27, 2015 in accordance with the following sentences (with any remaining Restricted Shares being immediately forfeited upon the date of termination). If the Restricted Shares scheduled to vest on the next vesting date are subject to performance-vesting under subsections 2(a)(i)(A) or (B) above, upon such vesting date the same number of Restricted Shares shall vest as would have vested if the Participant had remained employed by the Company on such vesting date (if any), and the remaining Restricted Shares (if any) shall be forfeited; provided, however, (i) with respect to a termination that occurs on or prior to February 27, 2014, the number of Restricted Shares that shall vest shall be determined assuming that the performance target applicable to such Restricted Shares was based on the Company's one year CAGR of CFFO per share, in accordance with the schedule set forth on Exhibit A hereto and (ii) with respect to a termination that occurs after February 27, 2014 but on or prior to February 27, 2015, the number of Restricted Shares that shall vest shall be determined assuming that the performance target applicable to such Restricted Shares was based on the Company's two year CAGR of CFFO per share, in accordance with the schedule set forth on Exhibit A hereto. If the Restricted Shares scheduled to vest on the next vesting date are subject only to time-vesting (as a result of a previous Change in Control), such Restricted Shares shall immediately vest. Notwithstanding the foregoing or any provision hereof to the contrary, in the event that either (i) the Participant's employment is terminated by the Company (or its successor) or a Subsidiary or Affiliate without Cause, or (ii) the Participant terminates employment for Good Reason (as defined in the Brookdale Senior Living Inc. Severance Pay Policy, Tier I), in either case on or after the effective date of a Change in Control but prior to twelve (12) months following such Change in Control, then any Restricted Shares that are not vested as of the date of such termination shall immediately vest.

Following Certain Terminations of Employment. Subject to the following paragraph, upon termination of the Participant's ’s employment with the Company and its Subsidiaries and Affiliates for any reason, any Restricted Shares as to which the restrictions on transferability described in this Section shall not already have lapsed shall be immediately forfeited by the Participant and transferred to, and reacquired by, the Company without consideration of any kind and neither the Participant nor any of the Participant's ’s successors, heirs, assigns, or personal representatives shall thereafter have any further rights or interests in such Restricted Shares. Notwithstanding the foregoing, in the event that the Participant's ’s employment is terminated by the Company (or its successor) or a Subsidiary or Affiliate without Cause, or in the event that the Participant's employment is terminated by death or Disability (either before or after a Change in Control), the restrictions on transfer with respect to the Restricted Shares normally subject to vesting at the next vesting date shall immediately lapse and such Restricted Shares shall be fully vested, with any remaining Restricted Shares being forfeited upon the date of such termination. Notwithstanding the foregoing or any provision hereof to the contrary, in the event that either (i) the Participant's ’s employment is terminated by the Company (or its successor) or a Subsidiary or Affiliate without Cause, or (ii) the Participant terminates employment for Good Reason (as defined in the Brookdale Senior Living Inc. Severance Pay Policy, Tier I), in either case on or after the effective date of a Change in Control but prior to twelve (12) months following such Change in Control, then any Restricted Shares that are not vested as of the date of such termination shall immediately vest. In addition, in the event that the Participant’s employment is terminated by death or Disability (either before or after a Change in Control), the tranche of Restricted Shares normally subject to vesting at the next vesting date shall remain subject hereto until the vesting date that immediately follows such termination and shall vest on such date (subject to earlier vesting upon the occurrence of an intervening Change in Control), with any remaining Restricted Shares being forfeited upon the date of such termination.

Following Certain Terminations of Employment. Subject to the following paragraph, upon termination of the Participant's ’s employment with the Company and its Subsidiaries and Affiliates for any reason, any Restricted Shares as to which the restrictions on transferability described in this Section shall not already have lapsed shall be immediately forfeited by the Participant and transferred to, and reacquired by, the Company without consideration of any kind and neither the Participant nor any of the Participant's ’s successors, heirs, assigns, or personal representatives shall thereafter have any further rights or interests in such Restricted Shares. Notwithstanding the foregoingforegoing or any other provision hereof to the contrary, in the event that the Participant's ’s employment is terminated by the Company (or its successor) or a Subsidiary or Affiliate without Cause, or in the event that the Participant's employment is terminated by death or Disability (either before or after Cause at any time following a Change in Control), the restrictions on transfer with respect to the Restricted Shares normally subject to vesting at the next vesting date shall immediately lapse and such Restricted Shares shall be fully vested, with any remaining Restricted Shares being forfeited upon the date of such termination. Notwithstanding the foregoing or any provision hereof to the contrary, in the event that either (i) the Participant's employment is terminated by the Company (or its successor) or a Subsidiary or Affiliate without Cause, or (ii) the Participant terminates employment for Good Reason (as defined in the Brookdale Senior Living Inc. Severance Pay Policy, Tier I), in either case on or after the effective date of a Change in Control but prior to twelve (12) months following such Change in Control, then any Restricted Shares that are not vested as of the date of such termination shall immediately vest. In addition, in the event that the Participant’s employment is terminated by death or Disability (either before or after a Change in Control), the tranche of Restricted Shares normally subject to vesting at the next vesting date shall remain subject hereto until the vesting date that immediately follows such termination (subject to earlier vesting upon the occurrence of an intervening Change in Control), with any remaining Restricted Shares being forfeited upon the date of such termination. If the Restricted Shares scheduled to vest on the next vesting date are subject to performance-vesting under subsections 2(a)(i)(A), (B) or (C) above, upon such vesting date the same number of Restricted Shares shall vest as would have vested if the Participant had remained employed by the Company on such vesting date (if any), and the remaining Restricted Shares (if any) shall be forfeited. If the Restricted Shares scheduled to vest on the next vesting date are subject only to time-vesting (whether pursuant to subsection 2(a)(i)(D) above or as a result of a previous Change in Control), such Restricted Shares shall vest on the next vesting date.

Following Certain Terminations of Employment. Subject to the following paragraph, upon termination of the Participant's ’s employment with the Company and its Subsidiaries and Affiliates for any reason, any Restricted Shares as to which the restrictions on transferability described in this Section shall not already have lapsed shall be immediately forfeited by the Participant and transferred to, and reacquired by, the Company without consideration of any kind and neither the Participant nor any of the Participant's ’s successors, heirs, assigns, or personal representatives shall thereafter have any further rights or interests in such Restricted Shares. Notwithstanding the foregoing, in the event that the Participant's ’s employment is terminated by the Company (or its successor) or a Subsidiary or Affiliate without Cause, or in the event that the Participant's ’s employment is terminated by death or Disability (either before or after a Change in Control), the restrictions on transfer with respect to the Restricted Shares normally subject to vesting at the next vesting date shall immediately lapse and such Restricted Shares shall be fully vested, with any remaining Restricted Shares being forfeited upon the date of such termination. Notwithstanding the foregoing or any provision hereof to the contrary, in the event that either (i) the Participant's ’s employment is terminated by the Company (or its successor) or a Subsidiary or Affiliate without Cause, or (ii) the Participant terminates employment for Good Reason (as defined in the Brookdale Senior Living Inc. Severance Pay Policy, Tier I, as amended), in either case on or after the effective date of a Change in Control but prior to twelve (12) months following such Change in Control, then any Restricted Shares that are not vested as of the date of such termination shall immediately vest.

Following Certain Terminations of Employment. Subject to the following paragraph, upon termination of the Participant's employment with the Company and its Subsidiaries and Affiliates for any reason, any Restricted Shares as to which the restrictions on transferability described in this Section shall not already have lapsed shall be immediately forfeited by the Participant and transferred to, and reacquired by, the Company without consideration of any kind and neither the Participant nor any of the Participant's successors, heirs, assigns, or personal representatives shall thereafter have any further rights or interests in such Restricted Shares. Notwithstanding the foregoing, in the event that [either (i)] the Participant's employment is terminated by the Company (or its successor) or a Subsidiary or Affiliate without Cause, [(ii) the Participant terminates employment for Good Reason (as defined in the Employment Agreement by and between the Company and the Participant, dated as of February 11, 2013),] or [in the event that the Participant's / (iii) the Participant's] employment is terminated by death or Disability (either before or after a Change in Control)], the restrictions on transfer with respect to the Restricted Shares normally subject to vesting at the next vesting date shall immediately lapse and such Restricted Shares shall be fully vested, with any remaining Restricted Shares being forfeited upon the date of such termination. termination.1 Notwithstanding the foregoing or any provision hereof to the contrary, in the event that either (i) the Participant's employment is terminated by the Company (or its successor) or a Subsidiary or Affiliate without Cause, or (ii) the Participant terminates employment for Good Reason [(as defined in the Brookdale Senior Living Inc. Severance Pay Policy, Tier I)], in either case on or after the effective date of a Change in Control but prior to twelve (12) months following such Change in Control, then any Restricted Shares that are not vested as of the date of such termination shall immediately vest.

Following Certain Terminations of Employment. Subject to the following paragraph, upon termination of the Participant's ’s employment with the Company and its Subsidiaries and Affiliates for any reason, any Restricted Shares as to which the restrictions on transferability described in this Section shall not already have lapsed shall be immediately forfeited by the Participant and transferred to, and reacquired by, the Company without consideration of any kind and neither the Participant nor any of the Participant's ’s successors, heirs, assigns, or personal representatives shall thereafter have any further rights or interests in such Restricted Shares. Notwithstanding the foregoing, in the event that either (i) the Participant's ’s employment is terminated by the Company (or its successor) or a Subsidiary or Affiliate without Cause, or (ii) the Participant terminates employment for Good Reason (as defined in the event that Employment Agreement by and between the Company and the Participant's , dated as of March 1, 2018), or (iii) the Participant’s employment is terminated by death or Disability (either before or after a Change in Control), the restrictions on transfer with respect to the Restricted Shares normally subject to vesting at the next vesting date shall immediately lapse and such Restricted Shares shall be fully vested, with any remaining Restricted Shares being forfeited upon the date of such termination. Notwithstanding the foregoing or any provision hereof to the contrary, in the event that either (i) the Participant's ’s employment is terminated by the Company (or its successor) or a Subsidiary or Affiliate without Cause, or (ii) the Participant terminates employment for Good Reason (as defined in the Brookdale Senior Living Inc. Severance Pay Policy, Tier I)Reason, in either case on or after the effective date of a Change in Control but prior to twelve (12) months following such Change in Control, then any Restricted Shares that are not vested as of the date of such termination shall immediately vest.

Following Certain Terminations of Employment. Subject to the following paragraph, upon termination of the Participant's employment with the Company and its Subsidiaries and Affiliates for any reason, any Restricted Shares as to which the restrictions on transferability described in this Section shall not already have lapsed shall be immediately forfeited by the Participant and transferred to, and reacquired by, the Company without consideration of any kind and neither the Participant nor any of the Participant's successors, heirs, assigns, or personal representatives shall thereafter have any further rights or interests in such Restricted Shares. Notwithstanding the foregoing, in the event that the Participant's employment is terminated by the Company (or its successor) or a Subsidiary or Affiliate without Cause, or in the event that the Participant's employment is terminated by death or Disability (either before or after a Change in Control), the restrictions on transfer with respect to the Restricted Shares normally subject to vesting at the next vesting date shall immediately lapse and such Restricted Shares shall be fully vested, with any remaining Restricted Shares being forfeited upon the date of such termination. Notwithstanding the foregoing or any provision hereof to the contrary, in the event that either (i) the Participant's employment is terminated by the Company (or its successor) or a Subsidiary or Affiliate without Cause, or (ii) the Participant terminates employment for Good Reason (as defined in the Brookdale Senior Living Inc. Severance Pay Policy, Tier I, as amended), in either case on or after the effective date of a Change in Control but prior to twelve (12) months following such Change in Control, then any Restricted Shares that are not vested as of the date of such termination shall immediately vest.

Following Certain Terminations of Employment. Subject to the following paragraphparagraphs, upon termination of the Participant's employment with the Company and its Subsidiaries and Affiliates for any reason, any Restricted Shares as to which the restrictions on transferability described in this Section shall not already have lapsed shall be immediately forfeited by the Participant and transferred to, and reacquired by, the Company without consideration of any kind and neither the Participant nor any of the Participant's successors, heirs, assigns, or personal representatives shall thereafter have any further rights or interests in such Restricted Shares. Notwithstanding the foregoing, in the event that the Participant's employment is terminated by the Company (or its successor) or a Subsidiary or Affiliate without Cause, or in the event that the Participant's employment is terminated by death or Disability (either before or after a Change in Control), the restrictions on transfer with respect to the tranche of Restricted Shares normally subject to vesting at the next vesting date shall remain subject hereto until the vesting date that immediately lapse and follows such Restricted Shares shall be fully vestedtermination (subject to earlier vesting upon the occurrence of an intervening Change in Control), with any remaining Restricted Shares being forfeited upon the date of such termination; provided, however, (i) if the termination occurs on or prior to February 27, 2016, 25% of the Restricted Shares shall remain outstanding and shall be eligible to vest on February 27, 2016 in accordance with the following sentences (with any remaining Restricted Shares being immediately forfeited upon the date of termination) and (ii) if the termination occurs after February 27, 2016 but on or prior to February 27, 2017, 50% of the Restricted Shares shall remain outstanding and shall be eligible to vest on February 27, 2017 in accordance with the following sentences (with any remaining Restricted Shares being immediately forfeited upon the date of termination). If the Restricted Shares scheduled to vest on the next vesting date are subject to performance-vesting under subsections 2(a)(i)(A) or (B) above, upon such vesting date the same number of Restricted Shares shall vest as would have vested if the Participant had remained employed by the Company on such vesting date (if any), and the remaining Restricted Shares (if any) shall be forfeited; provided, however, (i) with respect to a termination that occurs on or prior to February 27, 2016, the number of Restricted Shares that shall vest shall be determined assuming that the performance target applicable to such Restricted Shares was based on the Company's one year CAGR of CFFO per share, in accordance with the schedule set forth on Exhibit A hereto and (ii) with respect to a termination that occurs after February 27, 2016 but on or prior to February 27, 2017, the number of Restricted Shares that shall vest shall be determined assuming that the performance target applicable to such Restricted Shares was based on the Company's two year CAGR of CFFO per share, in accordance with the schedule set forth on Exhibit A hereto. If the Restricted Shares scheduled to vest on the next vesting date are subject only to time-vesting (as a result of a previous Change in Control), such Restricted Shares shall immediately vest. Notwithstanding the foregoing or any provision hereof to the contrary, in the event that either (i) the Participant's employment is terminated by the Company (or its successor) or a Subsidiary or Affiliate without Cause, or (ii) the Participant terminates employment for Good Reason (as defined in the Brookdale Senior Living Inc. Severance Pay Policy, Tier I), in either case on or after the effective date of a Change in Control but prior to twelve (12) months following such Change in Control, then any Restricted Shares that are not vested as of the date of such termination shall immediately vest.

Following Certain Terminations of Employment. Subject to the following paragraph, upon termination of the Participant's ’s employment with the Company and its Subsidiaries and Affiliates for any reason, any Restricted Shares as to which the restrictions on transferability described in this Section shall not already have lapsed shall be immediately forfeited by the Participant and transferred to, and reacquired by, the Company without consideration of any kind and neither the Participant nor any of the Participant's ’s successors, heirs, assigns, or personal representatives shall thereafter have any further rights or interests in such Restricted Shares. Notwithstanding the foregoing, in the event that the Participant's ’s employment is terminated by the Company (or its successor) or a Subsidiary or Affiliate without Cause, or in the event that the Participant's ’s employment is terminated by death or Disability (either before or after a Change in Control), the restrictions on transfer with respect to the Restricted Shares normally subject to vesting at the next vesting date shall immediately lapse and such Restricted Shares shall be fully vested, with any remaining Restricted Shares being forfeited upon the date of such termination. Notwithstanding the foregoing or any provision hereof to the contrary, in the event that either (i) the Participant's ’s employment is terminated by the Company (or its successor) or a Subsidiary or Affiliate without Cause, or (ii) the Participant terminates employment for Good Reason (as defined in the Brookdale Senior Living Inc. Severance Pay Policy, Tier I, as amended, or the Brookdale Senior Living Inc. Severance Pay Policy, Tier II, as amended, as applicable), in either case on or after the effective date of a Change in Control but prior to twelve (12) months following such Change in Control, then any Restricted Shares that are not vested as of the date of such termination shall immediately vest.

Following Certain Terminations of Employment. Subject to the following paragraph, upon termination of the Participant's employment with the Company and its Subsidiaries and Affiliates for any reason, any Restricted Shares as to which the restrictions on transferability described in this Section shall not already have lapsed shall be immediately forfeited by the Participant and transferred to, and reacquired by, the Company without consideration of any kind and neither the Participant nor any of the Participant's successors, heirs, assigns, or personal representatives shall thereafter have any further rights or interests in such Restricted Shares. Notwithstanding the foregoing, in the event that either (i) the Participant's employment is terminated by the Company (or its successor) or a Subsidiary or Affiliate without Cause, or (ii) the Participant terminates employment for Good Reason (as defined in the event that Employment Agreement by and between the Company and the Participant, dated as of February 11, 2013), or (iii) the Participant's employment is terminated by death or Disability (either before or after a Change in Control), the restrictions on transfer with respect to the Restricted Shares normally subject to vesting at the next vesting date shall immediately lapse and such Restricted Shares shall be fully vested, with any remaining Restricted Shares being forfeited upon the date of such termination. Notwithstanding the foregoing or any provision hereof to the contrary, in the event that either (i) the Participant's employment is terminated by the Company (or its successor) or a Subsidiary or Affiliate without Cause, or (ii) the Participant terminates employment for Good Reason (as defined in the Brookdale Senior Living Inc. Severance Pay Policy, Tier I)Reason, in either case on or after the effective date of a Change in Control but prior to twelve (12) months following such Change in Control, then any Restricted Shares that are not vested as of the date of such termination shall immediately vest.

Following Certain Terminations of Employment. Subject to the following paragraph, upon termination of the Participant's employment with the Company and its Subsidiaries and Affiliates for any reason, any Restricted Shares as to which the restrictions on transferability described in this Section shall not already have lapsed shall be immediately forfeited by the Participant and transferred to, and reacquired by, the Company without consideration of any kind and neither the Participant nor any of the Participant's successors, heirs, assigns, or personal representatives shall thereafter have any further rights or interests in such Restricted Shares. Notwithstanding the foregoing, in the event that [either (i)] the Participant's employment is terminated by the Company (or its successor) or a Subsidiary or Affiliate without Cause, [(ii) the Participant terminates employment for Good Reason (as defined in the Employment Agreement by and between the Company and the Participant, dated as of February 11, 2013, as amended),] or [in the event that the Participant's / (iii) the Participant's] employment is terminated by death or Disability (either before or after a Change in Control), the restrictions on transfer with respect to the Restricted Shares normally subject to vesting at the next vesting date shall immediately lapse and such Restricted Shares shall be fully vested, with any remaining Restricted Shares being forfeited upon the date of such termination. termination.1 Notwithstanding the foregoing or any provision hereof to the contrary, in the event that either (i) the Participant's employment is terminated by the Company (or its successor) or a Subsidiary or Affiliate without Cause, or (ii) the Participant terminates employment for Good Reason [(as defined in the Brookdale Senior Living Inc. Severance Pay Policy, Tier I, as amended)], in either case on or after the effective date of a Change in Control but prior to twelve (12) months following such Change in Control, then any Restricted Shares that are not vested as of the date of such termination shall immediately vest.

Following Certain Terminations of Employment. Subject to the following paragraphparagraphs, upon termination of the Participant's ’s employment with the Company and its Subsidiaries and Affiliates for any reason, any Restricted Shares as to which the restrictions on transferability described in this Section shall not already have lapsed shall be immediately forfeited by the Participant and transferred to, and reacquired by, the Company without consideration of any kind and neither the Participant nor any of the Participant's ’s successors, heirs, assigns, or personal representatives shall thereafter have any further rights or interests in such Restricted Shares. Notwithstanding the foregoing, in the event that the Participant's ’s employment is terminated by the Company (or its successor) or a Subsidiary or Affiliate without Cause, or in the event that the Participant's ’s employment is terminated by death or Disability (either before or after a Change in Control), the restrictions on transfer with respect to the Restricted Shares normally subject to vesting at the next vesting date shall immediately lapse and such Restricted Shares shall be fully vested, with any remaining Restricted Shares being forfeited upon the date of such termination; provided, however, (i) if the termination occurs on or prior to February 27, 2019, 25% of the Restricted Shares shall immediately vest and (ii) if the termination occurs after February 27, 2019 but on or prior to February 27, 2020, 50% of the Restricted Shares shall immediately vest (with any remaining Restricted Shares being immediately forfeited upon the date of termination). Notwithstanding the foregoing or any provision hereof to the contrary, in the event that either (i) the Participant's ’s employment is terminated by the Company (or its successor) or a Subsidiary or Affiliate without Cause, or (ii) the Participant terminates employment for Good Reason (as defined in the Brookdale Senior Living Inc. Severance Pay Policy, Tier I, as amended), in either case on or after the effective date of a Change in Control but prior to twelve (12) months following such Change in Control, then any Restricted Shares that are not vested as of the date of such termination shall immediately vest.

Following Certain Terminations of Employment. Subject to the following paragraphparagraphs, upon termination of the Participant's employment with the Company and its Subsidiaries and Affiliates for any reason, any Restricted Shares as to which the restrictions on transferability described in this Section shall not already have lapsed shall be immediately forfeited by the Participant and transferred to, and reacquired by, the Company without consideration of any kind and neither the Participant nor any of the Participant's successors, heirs, assigns, or personal representatives shall thereafter have any further rights or interests in such Restricted Shares. Notwithstanding the foregoing, in the event that the Participant's employment is terminated by the Company (or its successor) or a Subsidiary or Affiliate without Cause, or in the event that the Participant's employment is terminated by death or Disability (either before or after a Change in Control), the restrictions on transfer with respect to the tranche of Restricted Shares normally subject to vesting at the next vesting date shall remain subject hereto until the vesting date that immediately lapse and follows such Restricted Shares shall be fully vestedtermination (subject to earlier vesting upon the occurrence of an intervening Change in Control), with any remaining Restricted Shares being forfeited upon the date of such termination; provided, however, (i) if the termination occurs on or prior to February 27, 2017, 25% of the Restricted Shares shall remain outstanding and shall be eligible to vest on February 27, 2017 in accordance with the following sentences (with any remaining Restricted Shares being immediately forfeited upon the date of termination) and (ii) if the termination occurs after February 27, 2017 but on or prior to February 27, 2018, 50% of the Restricted Shares shall remain outstanding and shall be eligible to vest on February 27, 2018 in accordance with the following sentences (with any remaining Restricted Shares being immediately forfeited upon the date of termination). If the Restricted Shares scheduled to vest on the next vesting date are subject to performance-vesting under subsections 2(a)(i)(A) or (B) above, upon such vesting date the same number of Restricted Shares shall vest as would have vested if the Participant had remained employed by the Company on such vesting date (if any), and the remaining Restricted Shares (if any) shall be forfeited; provided, however, (i) with respect to a termination that occurs on or prior to February 27, 2017, the number of Restricted Shares that shall vest shall be determined assuming that the performance target applicable to such Restricted Shares was based on the Company's one year CAGR of Adjusted CFFO per share, in accordance with the schedule set forth on Exhibit A hereto and (ii) with respect to a termination that occurs after February 27, 2017 but on or prior to February 27, 2018, the number of Restricted Shares that shall vest shall be determined assuming that the performance target applicable to such Restricted Shares was based on the Company's two year CAGR of Adjusted CFFO per share, in accordance with the schedule set forth on Exhibit A hereto. If the Restricted Shares scheduled to vest on the next vesting date are subject only to time-vesting (as a result of a previous Change in Control), such Restricted Shares shall immediately vest. Notwithstanding the foregoing or any provision hereof to the contrary, in the event that either (i) the Participant's employment is terminated by the Company (or its successor) or a Subsidiary or Affiliate without Cause, or (ii) the Participant terminates employment for Good Reason (as defined in the Brookdale Senior Living Inc. Severance Pay Policy, Tier I, as amended), in either case on or after the effective date of a Change in Control but prior to twelve (12) months following such Change in Control, then any Restricted Shares that are not vested as of the date of such termination shall immediately vest.