NON-EMPLOYEE DIRECTOR EQUITY AWARD PROGRAM UNDER THE EMERITUS CORPORATION AMENDED AND RESTATED 2006 EQUITY INCENTIVE PLAN RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • August 2nd, 2013 • Emeritus Corp\wa\ • Services-nursing & personal care facilities • Washington
Contract Type FiledAugust 2nd, 2013 Company Industry JurisdictionPursuant to your Restricted Stock Award Notice (the “Award Notice”) and this Restricted Stock Award Agreement (this “Agreement”), Emeritus Corporation (the “Company”) has granted you a Restricted Stock Award (the “Award”) under the Company’s Non-Employee Director Equity Award Program, which is administered under the terms of the Company’s Amended and Restated 2006 Equity Incentive Plan (the “Plan”), for the number of shares of the Company’s Common Stock indicated in your Award Notice. The Award Notice, this Agreement, the Program and the Plan govern the terms of the Award. Capitalized terms not explicitly defined in this Agreement or the Award Notice but defined in the Plan or the Program shall have the same definitions as in the Plan or the Program, as applicable.