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 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 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 paragraphprovisions of this Section 2(b), upon termination of the Participant's employment with the Company and its Subsidiaries and Affiliates ’s Employment for any reason, any Restricted Shares as Units which have not vested pursuant to which the restrictions on transferability described in this terms of Section shall not already have lapsed 2(a) 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 SharesUnits. Except as otherwise provided in Section 3 hereof, the treatment of vested Units upon a termination of the Participant’s Employment shall be as set forth in the LLC Agreement. Notwithstanding the foregoing, in the event that : (i) Upon an involuntary termination of the Participant's employment is terminated by ’s Employment without Cause during the Company six (or its successor6) or a Subsidiary or Affiliate without Cause, or in month period following the event that the Participant's employment is terminated by death or Disability (either before or after occurrence of a Change in Control), 100% of the restrictions on transfer with respect to the Restricted Shares normally subject to vesting at the next vesting date unvested Units shall immediately lapse and such Restricted Shares shall be fully become 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) Upon an involuntary termination of the Participant terminates employment for Good Reason Participant’s Employment without Cause either (as defined in A) prior to the Brookdale Senior Living Inc. Severance Pay Policy, Tier I), in either case on or after the effective date occurrence of a Change in Control but prior to twelve or (12B) more than six (6) months following such the occurrence of a Change in Control, then any Restricted Shares the number of Units that are not would have vested as on the next scheduled vesting date (if any) pursuant to the schedule set forth in Section 2(a) shall immediately become vested. (iii) Upon a termination of the Participant’s Employment either by the Participant for Good Reason or as a result of the death or Disability of the Participant, the number of Units that would have vested on the next scheduled vesting date of such termination (if any) pursuant to the schedule set forth in Section 2(a) shall immediately vestbecome vested.

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 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 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 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 paragraphprovisions of this Section 2(b), upon termination of the Participant's employment with the Company and its Subsidiaries and Affiliates ’s Employment for any reason, any Restricted Shares as RSUs which have not vested pursuant to which the restrictions on transferability described in this terms of Section shall not already have lapsed 2(a) 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 SharesRSUs. Notwithstanding the foregoing, in the event that : (i) Upon an involuntary termination of the Participant's employment is terminated by ’s Employment without Cause during the Company six (or its successor6) or a Subsidiary or Affiliate without Cause, or in month period following the event that the Participant's employment is terminated by death or Disability (either before or after occurrence of a Change in Control), 100% of the restrictions on transfer RSUs shall immediately become vested and the applicable Units with respect thereto shall be delivered 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 Participant within sixty (i60) the Participant's employment is terminated by the Company (or its successor) or a Subsidiary or Affiliate without Cause, or days thereafter. (ii) Upon an involuntary termination of the Participant terminates employment for Good Reason Participant’s Employment without Cause either (as defined in A) prior to the Brookdale Senior Living Inc. Severance Pay Policy, Tier I), in either case on or after the effective date occurrence of a Change in Control but prior to twelve or (12B) more than six (6) months following such the occurrence of a Change in Control, then any Restricted Shares the number of RSUs that are not would have vested as on the next scheduled vesting date (if any) pursuant to the schedule set forth in Section 2(a) shall immediately become vested and the applicable Units with respect thereto shall be delivered to the Participant within sixty (60) days thereafter. (iii) Upon a termination of the Participant’s Employment either by the Participant for Good Reason or as a result of the death or Disability of the Participant, the number of RSUs that would have vested on the next scheduled vesting date of such termination (if any) pursuant to the schedule set forth in Section 2(a) shall immediately vestbecome vested and the applicable Units with respect thereto shall be delivered to the Participant within sixty (60) days thereafter; provided, however, that no termination of the Participant’s employment shall be deemed to be for Good Reason unless the condition giving rise to Good Reason constitutes a material negative change in the Participant’s employment relationship pursuant to Treasury Regulation section 1.409A-1(n)(2)(i).

Following Certain Terminations of Employment. Subject to the following paragraphnext sentence, upon termination of the Participant's ’s employment with the Company and its Subsidiaries and Affiliates or a Subsidiary for any reasonreason (including the death or Disability of the Participant), any Restricted Shares as to in respect of which the restrictions on transferability described in this Section 2 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 : (i) if (A) the Participant's ’s employment is terminated by the Company (or its successor) or a Subsidiary other than for Cause or Affiliate without Causethe Participant terminates his employment with the Company for Good Reason, in each case prior to a Change in Control or in the event that the Participant's employment is terminated by death or Disability more than twelve (either before or 12) months after a Change in Control)Control and (B) a waiver and general release reasonably acceptable to the Company is executed by the Participant within thirty (30) days after the date of such termination and becomes effective in accordance with its terms, the restrictions on transfer with respect to Participant shall immediately vest as the owner of all Restricted Shares normally subject that have not theretofore vested prior 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, ; (ii) in the event that either (i) the Participant's ’s employment is terminated by the Company (or its successor) or a Subsidiary other than for Cause or Affiliate without Cause, or (ii) the Participant terminates his employment with the Company for Good Reason (as defined in the Brookdale Senior Living Inc. Severance Pay Policy, Tier I)Reason, in either each case on or after the effective date of a Change in Control but prior to within twelve (12) months following such after a Change in Control, the Participant shall immediately vest as the owner of all Restricted Shares that have not theretofore vested prior to the date of such termination; (iii) in the event the Participant’s employment is terminated by reason of the Participant’s death or Disability, the Participant will immediately vest as the owner of a number of the Restricted Shares that would have vested under Section 2(a) on the next succeeding Vesting Date; and (iv) in the event that the Participant voluntarily chooses to “Retire” (as defined in this subparagraph) from employment with the Company or a Subsidiary, then any one hundred percent (100%) of the Restricted Shares that are not vested as of the date of such termination shall immediately vest. For the purposes of this Section 2(b)(iv), a Participant shall be considered to have Retired if the Participant provides prior notice of intention to retire and, thereafter, voluntarily terminates employment after having achieved at least sixty (60) years of age and more than sixty (60) months of employment by the Company, a Subsidiary, or a Florida East Coast Railway entity.

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 [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 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).1 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.

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 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 paragraphnext sentence, upon termination of the Participant's ’s employment with the Company and its Subsidiaries and Affiliates for any reason, any Restricted Shares PSUs that are not vested as to which of the restrictions on transferability described in this Section shall not already have lapsed date of such termination of employment shall be immediately forfeited by the Participant and transferred to, and reacquired by, the Company without consideration payment of any kind consideration 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 SharesPSUs. Notwithstanding the foregoing, : (x) in the event that the Participant's ’s employment with the Company or a Subsidiary or Affiliate is terminated by the Company without Cause or by the Participant for Good Reason (each, a “Qualifying Termination”), then the Performance Period shall end as of the last day of the Company’s last fiscal quarter ending prior to the date of such Qualifying Termination, and a number of PSUs shall immediately vest on the date of such Qualifying Termination based on achievement of the Performance Goals as of the last day of the Performance Period, and the corresponding number of Shares shall be issued to the Participant within 15 days following the date on which the Company’s financial statements are filed for the Company’s last fiscal quarter ending prior to the date of such Qualifying Termination, but in no event later than March 15th of the year following the year in which such Qualifying Termination occurs, subject to the Participant’s execution (and non-revocation) of a separation agreement prepared by the Company (or its successorany Subsidiary or Affiliate) which includes, inter alia, a general release of claims; and (y) in the event that a Change in Control occurs prior to the Vesting Date, then the Performance Period shall end as of the date of the Change in Control and the Performance Goals shall be deemed to be satisfied as of the date of such Change in Control at the greater of (x) the level of achievement resulting in vesting percentages of 75% of the Target PSUs and (y) the actual level of achievement as of the date of such Change in Control (as set forth on Exhibit A hereto). The resulting number of PSUs (the “Resulting Awards”) shall be treated as follows: (A) if the acquiring or successor entity assumes the Resulting Awards, the Resulting Awards shall continue to be subject to all of the terms and conditions of the PSUs as in effect immediately prior to the Change in Control, except that the Resulting Awards shall be subject to vesting based solely on the continued employment of the Participant with the Company or a Subsidiary or Affiliate through the Vesting Date, without Causeregard to achievement of the Performance Goals or any other performance criteria, and the corresponding number of Shares that become vested as of the Vesting Date shall be issued to the Participant in accordance with Section 2(a)(i); provided that in the event of either (i) a Qualifying Termination or (ii) a termination of the Participant’s employment as a result of the death or Disability of the Participant, in each case after the date of a Change in Control and prior to the Vesting Date, the Resulting Awards shall immediately vest and the corresponding number of Shares shall be issued to the Participant or his/her heirs, assigns or personal representatives, as the case may be, within 60 days following the date of such termination, but in no event later than March 15th of the year following the year in which such termination occurs; and (B) if the acquiring or successor entity does not agree to assume the Resulting Awards in accordance with the preceding subsection (A), then the Resulting Awards shall immediately vest on the date of the Change in Control and the Participant shall be entitled to receive the same consideration with respect to each such Resulting Award as the holder of a Common Share is entitled to receive as a result of such Change in Control. (z) in the event that the Participant's ’s employment with the Company or a Subsidiary or Affiliate is terminated by as a result of the death or Disability (either before or after a Change in Control)of the Participant, then the restrictions on transfer with respect Performance Period shall end as of the last day of the Company’s last fiscal quarter ending prior to the Restricted Shares normally subject to vesting at date of such termination of employment, and the next vesting date greater of (x) the Target PSUs and (y) the number of PSUs that would have vested based on achievement of the Performance Goals as of the last day of the Performance Period shall immediately lapse vest, and such Restricted the corresponding number of Shares shall be fully vestedissued to the Participant or his/her heirs, with any remaining Restricted Shares being forfeited upon assigns or personal representatives, as the case may be, within 15 days following the date on which the Company’s financial statements are filed for the Company’s last fiscal quarter ending prior to the date of such termination. Notwithstanding the foregoing or any provision hereof to the contrary, but in the no 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 later than March 15th of the date of year following the year in which such termination shall immediately vestoccurs.

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 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.