0001332349-13-000006 Sample Contracts

RESTRICTED SHARE AGREEMENT UNDER THE BROOKDALE SENIOR LIVING INC. OMNIBUS STOCK INCENTIVE PLAN
Restricted Share Agreement • February 12th, 2013 • Brookdale Senior Living Inc. • Services-nursing & personal care facilities • Delaware

This Award Agreement (this "Restricted Share Agreement"), dated as of February 11, 2013 (the "Date of Grant"), is made by and between Brookdale Senior Living Inc., a Delaware corporation (the "Company"), and T. Andrew Smith (the "Participant"). Capitalized terms not defined herein shall have the meaning ascribed to them in the Brookdale Senior Living Inc. Omnibus Stock Incentive Plan (as amended and/or restated from time to time, the "Plan"). Where the context permits, references to the Company shall include any successor to the Company.

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