Common use of Rollover Equity Clause in Contracts

Rollover Equity. (a) Executive shall roll over all of his shares of Company Common Stock (as defined in the Merger Agreement) and all of his Options (as defined in the Merger Agreement) into shares of New Company Common Stock (as defined in the Merger Agreement) and Retained Options (such rolled New Company Common Stock and Retained Options, the "Rollover Equity"), and such Retained Options shall be 100% vested and exercisable as of the Closing Date and shall have substantially the same terms and conditions as the Options. Beginning in 2004, Executive shall be permitted to "put" the shares of New Company Common Stock and Retained Options that comprise the Rollover Equity to the Company each year if (i) 100% of each Performance Objective for the immediately preceding fiscal year has been satisfied and (ii) the agreements governing the indebtedness of the Company permit the repurchase of such Rollover Equity. The put right contemplated hereby shall be applicable to the Rollover Equity only. (b) Executive shall give notice of his intention to exercise the put right described herein during the three (3) months prior to September 30 of a particular year. If the conditions to such exercise and payment have been met, the Company shall make payment in respect of the Rollover Equity as soon as practicable following the end of the applicable calendar year, but in no event later than January 31 of the following year. The per-share put price shall be based upon the fair market value of the New Company Common Stock as reasonably determined by the Board in light of all circumstances. In the case of Retained Options, the per-share put price shall be net of any applicable exercise price and withholding. The Board may, in its discretion, assign the rights and obligations of the Company under this Section 3.5 to any other person, but no such assignment shall relieve the Company of its obligations hereunder to the extent not satisfied by such assignee. (c) Subject to the following sentence, in any given year, Executive may exercise the put right provided for herein with respect to no less than 25% of the aggregate number of shares of New Company Common Stock and/or Retained Options owned by Executive on the Effective Date; provided, however, that if Executive owns fewer than 25% of the aggregate number of shares of New Company Common Stock and Retained Options owned by Executive on the Effective Date, Executive may exercise the put right provided for herein with respect to all of such shares of New Company Common Stock and Options. In the event that the condition set forth in clause (i) of the second sentence of Section 3.5(a) has been met and the agreements governing the indebtedness of the Company permit the repurchase of some but not all of the aggregate amount of rollover equity (including the Rollover Equity) with respect to which executives (including Executive) have exercised put rights, the amount of rollover equity that the Company shall purchase shall be allocated among the executives (including Executive) exercising such put right on an unweighted pro rata basis. (d) If Executive's employment terminates for any reason, then the put right provided herein shall terminate; provided that the Company shall be obligated to satisfy any unfulfilled obligations with respect to any put right exercised prior to such termination; and provided further that Executive's Rollover Equity shall thereafter be subject to the post-termination put and call provisions contained in Article IV of the Stockholders' Agreement. The put right provided for herein shall terminate upon the occurrence of an IPO (as defined in the Stockholders' Agreement). (e) Notwithstanding anything to the contrary contained in this Agreement, the put right provided for herein shall be subject to all other provisions in the Stockholders' Agreement. Without limiting the foregoing, Executive acknowledges that the Rollover Equity shall be subject to the TPS Drag-Along Right and the FPSH Drag Sale, each of which shall supersede the put right provided for herein. (f) Notwithstanding anything to the contrary contained in this Agreement, effective as of the date hereof, Executive waives any right to be cashed out of all of his shares of Company Common Stock and Options under the Merger Agreement or to exercise any of his Options prior to the Effective Date.

Rollover Equity. (a) Executive shall roll over all 31,608 of his shares of Company Common Stock (as defined in the Merger Agreement) and all of his Options (as defined in the Merger Agreement) into shares of New Company Common Stock (as defined in the Merger Agreement) and Retained Options (such rolled New Company Common Stock and Retained Options, the "Rollover Equity"), and such Retained Options shall be 100% vested and exercisable as of the Closing Date and shall have substantially the same terms and conditions as the Options. Beginning in 2004, Executive shall be permitted to "put" the shares of New Company Common Stock and Retained Options that comprise the Rollover Equity to the Company each year if (i) 100% of each Performance Objective for the immediately preceding fiscal year has been satisfied and (ii) the agreements governing the indebtedness of the Company permit the repurchase of such Rollover Equity. The put right contemplated hereby shall be applicable to the Rollover Equity only. (b) Executive shall give notice of his intention to exercise the put right described herein during the three (3) months prior to September 30 of a particular year. If the conditions to such exercise and payment have been met, the Company shall make payment in respect of the Rollover Equity as soon as practicable following the end of the applicable calendar year, but in no event later than January 31 of the following year. The per-share put price shall be based upon the fair market value of the New Company Common Stock as reasonably determined by the Board in light of all circumstances. In the case of Retained Options, the per-share put price shall be net of any applicable exercise price and withholding. The Board may, in its discretion, assign the rights and obligations of the Company under this Section 3.5 to any other person, but no such assignment shall relieve the Company of its obligations hereunder to the extent not satisfied by such assignee. (c) Subject to the following sentence, in any given year, Executive may exercise the put right provided for herein with respect to no less than 25% of the aggregate number of shares of New Company Common Stock and/or Retained Options owned by Executive on the Effective Date; provided, however, that if Executive owns fewer than 25% of the aggregate number of shares of New Company Common Stock and Retained Options owned by Executive on the Effective Date, Executive may exercise the put right provided for herein with respect to all of such shares of New Company Common Stock and Options. In the event that the condition set forth in clause (i) of the second sentence of Section 3.5(a) has been met and the agreements governing the indebtedness of the Company permit the repurchase of some but not all of the aggregate amount of rollover equity (including the Rollover Equity) with respect to which executives (including Executive) have exercised put rights, the amount of rollover equity that the Company shall purchase shall be allocated among the executives (including Executive) exercising such put right on an unweighted pro rata basis. (d) If Executive's employment terminates for any reason, then the put right provided herein shall terminate; provided that the Company shall be obligated to satisfy any unfulfilled obligations with respect to any put right exercised prior to such termination; and provided further that Executive's Rollover Equity shall thereafter be subject to the post-termination put and call provisions contained in Article IV of the Stockholders' Agreement. The put right provided for herein shall terminate upon the occurrence of an IPO (as defined in the Stockholders' Agreement). (e) Notwithstanding anything to the contrary contained in this Agreement, the put right provided for herein shall be subject to all other provisions in the Stockholders' Agreement. Without limiting the foregoing, Executive acknowledges that the Rollover Equity shall be subject to the TPS Drag-Along Right and the FPSH Drag Sale, each of which shall supersede the put right provided for herein. (f) Notwithstanding anything to the contrary contained in this Agreement, effective as of the date hereof, Executive waives any right to be cashed out of all of his Options and 31,608 of his shares of Company Common Stock and Options under the Merger Agreement or to exercise any of his Options prior to the Effective Date.

Rollover Equity. (a) Executive shall roll over all Form Upon the closing of his the Transaction, each executive will rollover on a pre-tax basis the portion of the executive’s outstanding stock options and/or shares of Company Common Stock (as defined common stock in the Merger Agreement) and all Company set forth on Annex A to the applicable contribution agreement in exchange for equivalent equity interests in NewCo. The rollover equity that takes the form of his Options (as defined shares of NewCo stock shall be in the Merger Agreementsame type or types of securities (and in the same proportions) into as the securities issued to Permira. The equity rollover will be achieved in a tax efficient manner and is expected to be in the form of stock options and/or shares of New Company Common Stock (as defined common stock of NewCo. The share rollover will preserve the pre-Transaction value and the option rollover will preserve the pre-Transaction value and ratio of exercise price to fair market value of the underlying shares. The rollover contemplated herein shall exclude any requirement to rollover any cash transaction bonus that may be payable in connection with the Transaction. Vesting; Exercise The rollover equity will be fully vested upon issuance at the closing of the Transaction. The portion of the rollover equity that is in the Merger Agreement) and Retained Options (such rolled New Company Common Stock and Retained Options, form of stock options will have a “net exercise” feature that will allow an executive to use the "Rollover Equity"), and such Retained Options shall be 100% vested and exercisable as shares issuable upon exercise of the Closing Date and shall have substantially the same terms and conditions as the Options. Beginning in 2004, Executive shall be permitted to "put" the shares of New Company Common Stock and Retained Options that comprise the Rollover Equity to the Company each year if options (i) 100% of each Performance Objective for to cover the immediately preceding fiscal year has been satisfied applicable exercise price, and (ii) following the agreements governing termination of an executive’s employment by NewCo without “Cause,” by the indebtedness executive for “Good Reason” or as a result of death or “Disability” (each, as defined below in the Employment Agreement section), to satisfy an executive’s withholding tax obligations. In any event, an executive shall not be permitted to net exercise to satisfy withholding taxes if doing so would cause NewCo to violate the terms of any credit facility or loan agreement to which it is subject. Dividends The rollover shares and the shares underlying the rollover stock option awards will entitle an executive to receive any dividends paid in respect of such shares on the same basis as all other stockholders generally. Termination The exercise period for any rollover stock option begins on the date of issuance and ends on the first to occur of (i) the 10th anniversary of the date of issuance of the original Company permit the repurchase of such Rollover Equity. The put right contemplated hereby shall be applicable to the Rollover Equity only. stock option, (bii) Executive shall give notice of his intention to exercise the put right described herein during the three (3) months prior following an executive’s termination of employment for Cause or without Good Reason, (iii) one (1) year following an executive’s termination of employment due to September 30 death, Disability or retirement at or after age 58 (subject to providing one year of a particular year. If the conditions to advance written notice of such exercise retirement), and payment have been met, the Company shall make payment in respect (iv) six (6) months following an executive’s termination of the Rollover Equity as soon as practicable following the end of the applicable calendar year, but in no event later than January 31 of the following year. The per-share put price shall be based upon the fair market value of the New Company Common Stock as reasonably determined by the Board in light of all circumstances. In the case of Retained Options, the per-share put price shall be net of any applicable exercise price and withholding. The Board may, in its discretion, assign the rights and obligations of the Company under this Section 3.5 to employment for any other person, but no such assignment shall relieve the Company of its obligations hereunder to the extent not satisfied by such assignee. (c) Subject to the following sentence, in any given year, Executive may exercise the put right provided for herein with respect to no less than 25% of the aggregate number of shares of New Company Common Stock and/or Retained Options owned by Executive on the Effective Date; provided, however, that if Executive owns fewer than 25% of the aggregate number of shares of New Company Common Stock and Retained Options owned by Executive on the Effective Date, Executive may exercise the put right provided for herein with respect to all of such shares of New Company Common Stock and Optionsreason. In the event that the condition set forth in clause (i) of the second sentence of Section 3.5(a) has been met and the agreements governing the indebtedness of the Company permit the repurchase of some but not all of the aggregate amount of Securityholder Rights The rollover equity (including the Rollover Equity) with respect to which executives (including Executive) have exercised put rights, the amount of rollover equity that the Company shall purchase shall be allocated among the executives (including Executive) exercising such put right on an unweighted pro rata basis. (d) If Executive's employment terminates for any reason, then the put right provided herein shall terminate; provided that the Company shall be obligated to satisfy any unfulfilled obligations with respect to any put right exercised prior to such termination; and provided further that Executive's Rollover Equity shall thereafter will be subject to the post-termination put and call provisions contained securityholder rights described in Article IV of the Stockholders' Agreement. The put right provided for herein shall terminate upon the occurrence of an IPO (as defined further detail below in the Stockholders' Agreement)Securityholder Rights section. (e) Notwithstanding anything to the contrary contained in this Agreement, the put right provided for herein shall be subject to all other provisions in the Stockholders' Agreement. Without limiting the foregoing, Executive acknowledges that the Rollover Equity shall be subject to the TPS Drag-Along Right and the FPSH Drag Sale, each of which shall supersede the put right provided for herein. (f) Notwithstanding anything to the contrary contained in this Agreement, effective as of the date hereof, Executive waives any right to be cashed out of all of his shares of Company Common Stock and Options under the Merger Agreement or to exercise any of his Options prior to the Effective Date.

Rollover Equity. (a) Executive Stayton shall roll over all have the right to elect to receive a portion of his shares the Cash/Equity Portion of Company Common Stock the Purchase Price in the form of an issuance to the Rollover Member of a membership interest in Purchaser or an affiliate of Purchaser designated by Purchaser, which indirectly, acquires title to the Properties. Stayton must exercise such election (the "Rollover Equity Election") by delivering to Purchaser a written notice stating the value of the interests in Purchaser which it has elected to receive (the "Rollover Equity Amount") no later than 10 days following the date that the Court approves the Reorganization Plan. Except as expressly provided in Section 2.6(c) below, the Rollover Equity Amount shall not exceed $25,000,000 or be less than $10,000,000. (b) In the event that a Rollover Equity Election has been made, on the Initial Closing Date: (i) Purchaser shall deliver to the Rollover Member, and the Rollover Member shall acquire and accept from Purchaser the Rollover Equity Interest (as defined in the Merger Blackstone Venture LLC Agreement) free and clear of any and all Encumbrances (other than those created pursuant to the terms of his Options the Blackstone Venture LLC Agreement); (ii) Blackstone Venture Member, Emeritus, Columbia Pacific and Rollover Member shall execute and deliver the Amended and Restated Limited Liability Company Agreement of Purchaser in substantially the form attached hereto as Exhibit T (the "Blackstone Venture LLC Agreement"); and (iii) Rollover Member shall be admitted as the Investor (as defined in the Merger Blackstone Venture LLC Agreement); and (iv) into shares of New The Rollover Member's Company Common Stock Percentage (as defined in the Merger Blackstone Venture LLC Agreement) and Retained Options in Purchaser (such rolled New Company Common Stock and Retained Options, the "Rollover EquityPro-Rata Share"), and such Retained Options ) shall be 100% vested and exercisable as of the Closing Date and shall have substantially the same terms and conditions as the Options. Beginning in 2004, Executive shall be permitted to "put" the shares of New Company Common Stock and Retained Options that comprise calculated by dividing (x) the Rollover Equity to the Company each year if Amount by (i) 100% of each Performance Objective for the immediately preceding fiscal year has been satisfied and (iiy) the agreements governing total capital contributed by all members in the indebtedness Blackstone Venture pursuant to Section 3.1 of the Company permit Blackstone Venture LLC Agreement (other than on account of BREA/ESC Excluded Costs (as defined in the repurchase of such Rollover Equity. The put right contemplated hereby shall be applicable to Blackstone Venture LLC Agreement)) plus the Rollover Equity only. (b) Executive shall give notice of his intention to exercise the put right described herein during the three (3) months prior to September 30 of a particular year. If the conditions to such exercise and payment have been met, the Company shall make payment in respect of the Rollover Equity as soon as practicable following the end of the applicable calendar year, but in no event later than January 31 of the following year. The per-share put price shall be based upon the fair market value of the New Company Common Stock as reasonably determined by the Board in light of all circumstances. In the case of Retained Options, the per-share put price shall be net of any applicable exercise price and withholding. The Board may, in its discretion, assign the rights and obligations of the Company under this Section 3.5 to any other person, but no such assignment shall relieve the Company of its obligations hereunder to the extent not satisfied by such assigneeAmount. (c) Subject Purchaser may elect in its sole discretion to be funded with additional capital (the following sentence, "Incremental Capital") in order to acquire any given year, Executive may exercise the put right provided for herein with respect to no less than 25% of the aggregate number of shares of New Company Common Stock and/or Retained Options owned by Executive Existing Real Property Loans at a discount on or about the Effective DateClosing (each a "Discounted Payoff"); provided, however, provided that if Executive owns fewer than 25% of the aggregate number of shares of New Company Common Stock and Retained Options owned by Executive on the Effective Date, Executive may exercise the put right provided for herein with respect to all of such shares of New Company Common Stock and OptionsIncremental Capital shall not exceed $75,000,000. In the event that the condition set forth in clause (i) of the second sentence of Section 3.5(a) has been met and the agreements governing the indebtedness of the Company permit the repurchase of some but not all of the aggregate amount of rollover equity (including the Incremental Capital is required, Rollover Equity) with respect Member may elect, by written notice delivered to which executives (including Executive) have exercised put rights, the amount of rollover equity that the Company shall purchase shall be allocated among the executives (including Executive) exercising such put right on an unweighted pro rata basis. (d) If Executive's employment terminates for any reason, then the put right provided herein shall terminate; provided that the Company shall be obligated to satisfy any unfulfilled obligations with respect to any put right exercised prior to such termination; and provided further that Executive's Rollover Equity shall thereafter be subject to the post-termination put and call provisions contained in Article IV of the Stockholders' Agreement. The put right provided for herein shall terminate upon the occurrence of an IPO (as defined in the Stockholders' Agreement). (e) Notwithstanding anything to the contrary contained in this Agreement, the put right provided for herein shall be subject to all other provisions in the Stockholders' Agreement. Without limiting the foregoing, Executive acknowledges that the Rollover Equity shall be subject to the TPS Drag-Along Right and the FPSH Drag Sale, each of which shall supersede the put right provided for herein. (f) Notwithstanding anything to the contrary contained in this Agreement, effective as of the date hereof, Executive waives any right to be cashed out of all of his shares of Company Common Stock and Options under the Merger Agreement or to exercise any of his Options prior to the Effective Date.Purchaser no later than ten

Rollover Equity. (a) Executive In lieu of selling their respective interests in one or more Properties, Investors will be provided with certain rights to elect to contribute their interests in the Properties (the “Contributed Interests”) to Rollover Member, which will immediately further contribute the Contributed Interests to Purchaser in exchange for the issuance of one or both of the following: (i) Class A Preferred Units in Purchaser (the “Preferred Rollover Election”) or (ii) Common Interests in Purchaser (the “Common Rollover Election”; together with the Preferred Rollover Election, the “Rollover Equity Election”). The Contributed Interests shall roll over be conveyed to Purchaser subject to the Assumed Real Property Loans and other Assumed Liabilities. Stayton shall provide Purchaser with reasonable opportunity to review and comment on any materials Stayton intends to send to Investors for the purpose of soliciting elections by Investors with respect to the Rollover Equity Election. (b) In order to exercise the Rollover Equity Election, no later than 10 days following the date that the Court approves the Reorganization Plan, Stayton shall, on behalf of Investors, deliver to Purchaser a written notice (the “Rollover Notice”) stating (i) the aggregate value of the interests in Purchaser which the Investors have elected to be issued to the Rollover Member under the Preferred Rollover Election (the "Preferred Rollover Amount”), (ii) the aggregate value of the interests in Purchaser which the Investors have elected to be issued to the Rollover Member under the Common Rollover Election (the "Common Rollover Amount”) and (iii) the name of each Investor participating in the Rollover Equity Election who shall be a member of the Rollover Member (each, a “Rollover Investor”) and each Rollover Investor’s estimated membership interest in the Rollover Member. If a Preferred Rollover Election is made, the Preferred Rollover Amount shall not exceed $50,000,000 or be less than $10,000,000. If a Common Rollover Election is made, the Common Rollover Amount shall not exceed the Maximum Common Rollover Amount or be less than $10,000,000. The sum of the Preferred Rollover Amount and the Common Rollover Amount, each as set forth in the Rollover Notice, shall be referred to in this Agreement as the “Rollover Equity Amount”. (c) In the event that a Rollover Equity Election has been made: (i) On the Initial Closing Date, Purchaser shall issue to the Rollover Member, (x) Class A Preferred Units in an aggregate amount equal to the Preferred Rollover Amount as set forth on the Rollover Notice, divided by 100, and/or (y) Common Interests in an aggregate amount equal to the Common Rollover Amount as set forth on the Rollover Notice. Any such Class A Preferred Units or Common Interests (collectively, “Rollover Equity Interests”) shall be issued by Purchaser free and clear of any and all Encumbrances (other than those created pursuant to the terms of his shares the Blackstone Venture LLC Agreement). (ii) On the Initial Closing Date, Blackstone Venture Member, Emeritus, Columbia Pacific and the Rollover Member shall execute and deliver the Amended and Restated Limited Liability Company Agreement of Company Purchaser in substantially the form attached hereto as Exhibit T (the "Blackstone Venture LLC Agreement") and the Rollover Member shall be admitted as member of the Purchaser. (iii) The initial Common Stock Percentage (as defined in the Merger Blackstone Venture LLC Agreement) of the Rollover Member shall be calculated by dividing (x) the Common Rollover Amount (as set forth on the Rollover Notice) by (y) the sum of the total capital contributed (or deemed contributed) by all members in the Blackstone Venture, pursuant to Section 3.1A(1) and all 3.1(A)(2) of his Options the Blackstone Venture LLC Agreement on account of the Common Interests plus the Common Rollover Amount, which sum shall equal 100% of the Total Equity Capitalization. (d) At Closing, Stayton shall deliver to Purchaser (i) a certified list, by Property, of the Allowed Claims (as defined in the Merger AgreementReorganization Plan) into shares for each Investor that participates in the Rollover Equity Election, which list shall be attached to the Blackstone Venture LLC Agreement as Schedule 4.6A-2 and (ii) a certified list of New Company Common Stock all Rollover Investors and their estimated membership interests in the Rollover Member. Upon the completion of the Claims Process (as defined in the Merger Agreement) and Retained Options (such rolled New Company Common Stock and Retained OptionsReorganization Plan), the "Rollover Equity")Receiver shall deliver to Purchaser (x) an updated and final list, and such Retained Options shall be 100% vested and exercisable as by Property, of the Closing Date and shall have substantially the same terms and conditions as the Options. Beginning Allowed Claims for each Investor that participates in 2004, Executive shall be permitted to "put" the shares of New Company Common Stock and Retained Options that comprise the Rollover Equity Election, which updated list shall be deemed to update Schedule 4.6A-2 of the Company each year if (i) 100% of each Performance Objective for the immediately preceding fiscal year has been satisfied Blackstone Venture LLC Agreement and (iiy) the agreements governing the indebtedness an updated certified list of the Company permit the repurchase of such all Rollover Equity. The put right contemplated hereby shall be applicable to Investors and their final membership interest in the Rollover Equity only. (b) Executive shall give notice of his intention to exercise the put right described herein during the three (3) months prior to September 30 of a particular year. If the conditions to such exercise and payment have been met, the Company shall make payment in respect of the Rollover Equity as soon as practicable following the end of the applicable calendar year, but in no event later than January 31 of the following year. The per-share put price shall be based upon the fair market value of the New Company Common Stock as reasonably determined by the Board in light of all circumstances. In the case of Retained Options, the per-share put price shall be net of any applicable exercise price and withholding. The Board may, in its discretion, assign the rights and obligations of the Company under this Section 3.5 to any other person, but no such assignment shall relieve the Company of its obligations hereunder to the extent not satisfied by such assignee. (c) Subject to the following sentence, in any given year, Executive may exercise the put right provided for herein with respect to no less than 25% of the aggregate number of shares of New Company Common Stock and/or Retained Options owned by Executive on the Effective Date; provided, however, that if Executive owns fewer than 25% of the aggregate number of shares of New Company Common Stock and Retained Options owned by Executive on the Effective Date, Executive may exercise the put right provided for herein with respect to all of such shares of New Company Common Stock and Options. In the event that the condition set forth in clause (i) of the second sentence of Section 3.5(a) has been met and the agreements governing the indebtedness of the Company permit the repurchase of some but not all of the aggregate amount of rollover equity (including the Rollover Equity) with respect to which executives (including Executive) have exercised put rights, the amount of rollover equity that the Company shall purchase shall be allocated among the executives (including Executive) exercising such put right on an unweighted pro rata basis. (d) If Executive's employment terminates for any reason, then the put right provided herein shall terminate; provided that the Company shall be obligated to satisfy any unfulfilled obligations with respect to any put right exercised prior to such termination; and provided further that Executive's Rollover Equity shall thereafter be subject to the post-termination put and call provisions contained in Article IV of the Stockholders' Agreement. The put right provided for herein shall terminate upon the occurrence of an IPO (as defined in the Stockholders' Agreement)Member. (e) Notwithstanding If one or more Investors which are preferred members or partners in one or more Receivership Entities desire to participate in the Rollover Equity Election, then in order to facilitate such participation, Stayton may at the Initial Closing redeem any such Investor from the applicable Receivership Entity in exchange for a transfer to such Investor of a direct tenancy-in-common interest in the applicable Property owned by such Receivership Entity, provided such tenancy-in-common interest is then immediately conveyed to Purchaser pursuant to the terms of this Agreement. (f) The process, parameters and limitations under which Investors may be able to participate in the Rollover Equity Election shall be more particularly described in the Reorganization Plan. The Rollover Member and the Rollover Investors may be required to execute a subscription agreement with representations reasonably satisfactory to Purchaser. Stayton acknowledges that, notwithstanding anything to the contrary contained herein, in no event shall Purchaser be obligated to issue any Rollover Equity Interests: (i) to any Person who lacks the legal right, power or capacity to own such Rollover Equity Interest; (ii) if such issuance would result in the Purchaser being treated as a “publicly traded partnership,” as such term is defined in Sections 469(k)(2) or 7704(b) of the Code and the regulations promulgated thereunder; (iii) if Purchaser reasonably believes that such issuance could cause 25% or more of any class of equity interests in Purchaser to be held directly or indirectly by one or more Persons which are a “benefit plan investor” within the meaning of Section 3(42) of ERISA and the regulations that may be promulgated thereunder (provided that, in calculating the percentage of Common Interests for purposes of this Agreementclause (iii), the put right provided for herein Common Interests held by the Blackstone Venture Member, Emeritus and Columbia Pacific shall be subject to all other provisions in excluded); and (iv) if such issuance requires the Stockholders' Agreement. Without limiting the foregoing, Executive acknowledges that the registration of such Rollover Equity shall be subject Interests pursuant to the TPS Drag-Along Right and the FPSH Drag Sale, each of which shall supersede the put right provided for hereinany applicable federal or state securities laws. (f) Notwithstanding anything to the contrary contained in this Agreement, effective as The first sentence of Section 5.1(k) of the date hereof, Executive waives any right PSA is amended in its entirety to be cashed out of all of his shares of Company Common Stock and Options under the Merger Agreement or to exercise any of his Options prior to the Effective Date.read as follows:

Rollover Equity. (a) At the Effective Time, the Executive shall roll over all of his shares of Company Common Stock (as defined in the Merger Agreement) and all of his Options (as defined in the Merger Agreement) into shares of New Company Common Stock (as defined in the Merger Agreement) and Retained Options (such rolled New Company Common Stock and Retained Optionsretain and/or purchase, the "Rollover Equity"), and such Retained Options shall be 100% vested and exercisable as of the Closing Date and shall have substantially the same terms and conditions as the Options. Beginning in 2004, Executive shall be permitted to "put" the shares of New Company Common Stock and Retained Options that comprise the Rollover Equity to the Company each year if (i) 100% of each Performance Objective for the immediately preceding fiscal year has been satisfied and (ii) the agreements governing the indebtedness of the Company permit the repurchase of such Rollover Equity. The put right contemplated hereby shall be applicable to the Rollover Equity only. (b) Executive shall give notice of his intention to exercise the put right described herein during the three (3) months prior to September 30 of a particular year. If the conditions to such exercise and payment have been met, the Company shall make payment in respect of the Rollover Equity as soon as practicable following the end of the applicable calendar year, but in no event later than January 31 of the following year. The per-share put price shall be based upon the fair market value of the New Company Common Stock as reasonably determined by the Board in light of all circumstances. In the case of Retained Options, the per-share put price shall be net of any applicable exercise price and withholding. The Board may, in its discretion, assign the rights and obligations of the Company under this Section 3.5 to any other person, but no such assignment shall relieve the Company of its obligations hereunder to the extent not satisfied by such assignee. (c) Subject to the following sentence, in any given year, Executive may exercise the put right provided for herein with respect to no less than 25% of the aggregate number of shares of New the Company’s common stock with a Fair Market Value equal to 50% of the after-tax value of the amounts received by the Executive with respect to the Executive’s Company Common Options, Restricted Shares, Restricted Stock and/or Retained Units and Performance Stock Units, in each case, outstanding immediately prior to the Effective Time, pursuant to Section 2.3 of the Merger Agreement (the “Equity Amount”); and 50 percent of such shares shall be retained by the Executive until the first anniversary of the Effective Time and the remainder of such shares shall be retained until the second anniversary of the Effective Time, notwithstanding, for the avoidance of doubt, any earlier termination of the Executive’s employment. The Executive represents and warrants that the Executive did not exercise any Company Options owned by Executive on during the period from the date that this Amendment was executed until and including the Effective Date; provided, however, that if Executive owns fewer than 25% .” 6. Section 7(a) of the aggregate number of shares of New Agreement shall be amended and restated to read in its entirety as follows: (a) The Company Common Stock and Retained Options owned may terminate the Executive’s employment hereunder at any time for Cause by giving the Executive on the Effective Date, Executive may exercise the put right provided for herein with respect to all written notice of such shares termination, containing reasonable specificity of New Company Common Stock and Optionsthe grounds therefor. In For purposes of this Agreement, the event that the condition set forth in clause term “Cause” shall mean Executive’s (i) willful misconduct or gross negligence in the performance of the second sentence Executive’s duties hereunder or substantial failure (other than any such failure that is attributable to Disability) or willful refusal to perform duties reasonably assigned by the Chief Executive Officer or the Board (each, as applicable), or to follow any lawful directive of Section 3.5(athe Chief Executive Officer or the Board (each, as applicable); (ii) has been met and commission of any fraud, embezzlement, theft or any act of material dishonesty that is injurious to the agreements Company, or any deliberate misappropriation of money or other assets of the Company; (iii) material breach of any term of this Agreement or any agreement governing any of the indebtedness equity compensation, or material breach of the Executive’s fiduciary duties to the Company; (iv) any willful act, or failure to act, in bad faith to the material detriment of the Company; (v) willful failure to cooperate in good faith with a governmental or internal investigation of the Company permit the repurchase or any of some but not all of the aggregate amount of rollover equity (including the Rollover Equity) with respect to which executives (including Executive) have exercised put rightsits directors, the amount of rollover equity that managers, officers or employees, if the Company shall purchase shall be allocated among requests the executives Executive’s cooperation; and (including Executivevi) exercising such put right on an unweighted pro rata basis. conviction of, or plea of nolo contendere to, a felony or any serious crime (d) If Executive's employment terminates for any reason, then the put right provided herein shall terminateother than vehicular misdemeanors punishable solely by fine); provided that the Company will provide the Executive with written notice describing the facts and circumstances that the Company believes constitutes Cause and, in cases where cure is possible, the Executive shall first be obligated provided a 15-day cure period. A termination pursuant to satisfy this Section 7(a) shall take effect immediately upon the giving of the notice contemplated hereby. For the avoidance of doubt, any unfulfilled obligations with respect to any put right exercised prior to such termination; and provided further that Executive's Rollover Equity shall thereafter be subject reference in this Agreement to the post-termination put and call provisions contained in Article IV of the Stockholders' Agreement. The put right provided for herein term “cause” shall terminate upon the occurrence of an IPO (henceforth be deemed to mean “Cause” as defined in the Stockholders' Agreementthis Section 7(a). (e) Notwithstanding anything to the contrary contained in this Agreement, the put right provided for herein shall be subject to all other provisions in the Stockholders' Agreement. Without limiting the foregoing, Executive acknowledges that the Rollover Equity shall be subject to the TPS Drag-Along Right and the FPSH Drag Sale, each of which shall supersede the put right provided for herein. (f) Notwithstanding anything to the contrary contained in this Agreement, effective as of the date hereof, Executive waives any right to be cashed out of all of his shares of Company Common Stock and Options under the Merger Agreement or to exercise any of his Options prior to the Effective Date.”

Rollover Equity. (a) Executive Stayton shall roll over all have the right to elect to receive a portion of his shares the Cash/Equity Portion of Company Common Stock the Purchase Price in the form of an issuance to the Rollover Member of a membership interest in Purchaser or an affiliate of Purchaser designated by Purchaser, which indirectly, acquires title to the Properties. Stayton must exercise such election (the "Rollover Equity Election") by delivering to Purchaser a written notice stating the value of the interests in Purchaser which it has elected to receive (the "Rollover Equity Amount") no later than 10 days following the date that the Court approves the Reorganization Plan. Except as expressly provided in Section 2.6(c) below, the Rollover Equity Amount shall not exceed $25,000,000 or be less than $10,000,000. (b) In the event that a Rollover Equity Election has been made, on the Initial Closing Date: (i) Purchaser shall deliver to the Rollover Member, and the Rollover Member shall acquire and accept from Purchaser the Rollover Equity Interest (as defined in the Merger Blackstone Venture LLC Agreement) free and clear of any and all Encumbrances (other than those created pursuant to the terms of his Options the Blackstone Venture LLC Agreement); (ii) Blackstone Venture Member, Emeritus, Columbia Pacific and Rollover Member shall execute and deliver the Amended and Restated Limited Liability Company Agreement of Purchaser in substantially the form attached hereto as Exhibit T (the "Blackstone Venture LLC Agreement"); and (iii) Rollover Member shall be admitted as the Investor (as defined in the Merger Blackstone Venture LLC Agreement); and (iv) into shares of New The Rollover Member's Company Common Stock Percentage (as defined in the Merger Blackstone Venture LLC Agreement) and Retained Options in Purchaser (such rolled New Company Common Stock and Retained Options, the "Rollover EquityPro-Rata Share"), and such Retained Options ) shall be 100% vested and exercisable as of the Closing Date and shall have substantially the same terms and conditions as the Options. Beginning in 2004, Executive shall be permitted to "put" the shares of New Company Common Stock and Retained Options that comprise calculated by dividing (x) the Rollover Equity to the Company each year if Amount by (i) 100% of each Performance Objective for the immediately preceding fiscal year has been satisfied and (iiy) the agreements governing total capital contributed by all members in the indebtedness Blackstone Venture pursuant to Section 3.1 of the Company permit Blackstone Venture LLC Agreement (other than on account of BREA/ESC Excluded Costs (as defined in the repurchase of such Rollover Equity. The put right contemplated hereby shall be applicable to Blackstone Venture LLC Agreement)) plus the Rollover Equity only. (b) Executive shall give notice of his intention to exercise the put right described herein during the three (3) months prior to September 30 of a particular year. If the conditions to such exercise and payment have been met, the Company shall make payment in respect of the Rollover Equity as soon as practicable following the end of the applicable calendar year, but in no event later than January 31 of the following year. The per-share put price shall be based upon the fair market value of the New Company Common Stock as reasonably determined by the Board in light of all circumstances. In the case of Retained Options, the per-share put price shall be net of any applicable exercise price and withholding. The Board may, in its discretion, assign the rights and obligations of the Company under this Section 3.5 to any other person, but no such assignment shall relieve the Company of its obligations hereunder to the extent not satisfied by such assigneeAmount. (c) Subject Purchaser may elect in its sole discretion to be funded with additional capital (the following sentence, "Incremental Capital") in order to acquire any given year, Executive may exercise the put right provided for herein with respect to no less than 25% of the aggregate number of shares of New Company Common Stock and/or Retained Options owned by Executive Existing Real Property Loans at a discount on or about the Effective DateClosing (each a "Discounted Payoff"); provided, however, provided that if Executive owns fewer than 25% of the aggregate number of shares of New Company Common Stock and Retained Options owned by Executive on the Effective Date, Executive may exercise the put right provided for herein with respect to all of such shares of New Company Common Stock and OptionsIncremental Capital shall not exceed $75,000,000. In the event that the condition set forth in clause Incremental Capital is required, Rollover Member may elect, by written notice delivered to Purchaser no later than ten (i10) of the second sentence of Section 3.5(a) has been met and the agreements governing the indebtedness of the Company permit the repurchase of some but not all of the aggregate amount of rollover equity (including the Rollover Equity) with respect to which executives (including Executive) have exercised put rights, the amount of rollover equity that the Company shall purchase shall be allocated among the executives (including Executive) exercising such put right on an unweighted pro rata basis. (d) If Executive's employment terminates for any reason, then the put right provided herein shall terminate; provided that the Company shall be obligated to satisfy any unfulfilled obligations with respect to any put right exercised Business Days prior to such termination; and provided further that Executive's Rollover Equity shall thereafter be subject the Closing to the post-termination put and call provisions contained in Article IV of the Stockholders' Agreement. The put right provided for herein shall terminate upon the occurrence of an IPO (as defined in the Stockholders' Agreement). (e) Notwithstanding anything to the contrary contained in this Agreement, the put right provided for herein shall be subject to all other provisions in the Stockholders' Agreement. Without limiting the foregoing, Executive acknowledges that increase the Rollover Equity Amount by an amount equal to the Rollover Pro-Rata Share of the Incremental Capital. For example, if the Purchaser is initially intended to be funded at Closing with $280,000,000 (including a Rollover Equity Amount of $25,000,000), the Rollover Pro-Rata Share would be 8.93%. If Incremental Capital of $75,000,000 is to be funded to the Purchaser and Rollover Member wishes to avoid a reduction in the Rollover Pro-Rata Share by increasing the Rollover Amount by an amount equal to $6,697,500 (i.e. $75,000,000 x 8.93%), the Cash Consideration Amount would be reduced by the same amount. In the event that Rollover Member does not elect to fund the Rollover Pro-Rata Share of any Incremental Capital, the Rollover Pro-Rata Share shall be subject to the TPS Drag-Along Right and the FPSH Drag Sale, each of which shall supersede the put right provided for hereinreduced accordingly. (f) Notwithstanding anything to the contrary contained in this Agreement, effective as of the date hereof, Executive waives any right to be cashed out of all of his shares of Company Common Stock and Options under the Merger Agreement or to exercise any of his Options prior to the Effective Date.