Common use of Following Certain Terminations of Employment Clause in Contracts

Following Certain Terminations of Employment. Subject to the following paragraphs, 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 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); provided, however, (i) if the termination occurs on or prior to February 27, 2019, one-third of the Restricted Shares shall remain outstanding and shall be eligible to vest on February 27, 2019 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, 2019 but on or prior to February 27, 2020, two-thirds of the Restricted Shares shall remain outstanding and shall be eligible to vest on February 27, 2020 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 subsection 2(a)(i) 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, 2019, 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 Total Shareholder Return in accordance with the schedule set forth on Exhibit A hereto; provided, that for purposes of calculating the Total Shareholder Return, the beginning price per share of $6.53 will be compared to the volume weighted average price per share of Common Stock reported on the New York Stock Exchange (or such other national securities exchange upon which the Common Stock is then traded) for the fifteen consecutive trading days ending December 31, 2018 and (ii) with respect to a termination that occurs after February 27, 2019 but on or prior to February 27, 2020, 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 Total Shareholder Return in accordance with the schedule set forth on Exhibit A hereto; provided, that for purposes of calculating the Total Shareholder Return, the beginning price per share of $6.53 will be compared to the volume weighted average price per share of Common Stock reported on the New York Stock Exchange (or such other national securities exchange upon which the Common Stock is then traded) for the fifteen consecutive trading days ending December 31, 2019. If the Restricted Shares that would remain outstanding and eligible for vesting pursuant to the second sentence of this Section 2(a)(iii) are 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. Amended and Restated Tier I Severance Pay Policy), 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 paragraphs, 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 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 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; provided, however, (i) if the termination occurs on or prior to February 27, 20192018, one-third 25% of the Restricted Shares shall remain outstanding and shall be eligible to vest on February 27, 2019 2018 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, 2019 2018 but on or prior to February 27, 20202019, two-thirds 50% of the Restricted Shares shall remain outstanding and shall be eligible to vest on February 27, 2020 2019 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 subsection 2(a)(isubsections 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, 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 one year CAGR of Combined Adjusted Free Cash Flow, in accordance with the schedule set forth on Exhibit A hereto and (ii) with respect to a termination that occurs after February 27, 2018 but on or prior to February 27, 2019, 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 Total Shareholder Return two year CAGR of Combined Adjusted Free Cash Flow, in accordance with the schedule set forth on Exhibit A hereto; provided, that for purposes of calculating the Total Shareholder Return, the beginning price per share of $6.53 will be compared to the volume weighted average price per share of Common Stock reported on the New York Stock Exchange (or such other national securities exchange upon which the Common Stock is then traded) for the fifteen consecutive trading days ending December 31, 2018 and (ii) with respect to a termination that occurs after February 27, 2019 but on or prior to February 27, 2020, 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 Total Shareholder Return in accordance with the schedule set forth on Exhibit A hereto; provided, that for purposes of calculating the Total Shareholder Return, the beginning price per share of $6.53 will be compared to the volume weighted average price per share of Common Stock reported on the New York Stock Exchange (or such other national securities exchange upon which the Common Stock is then traded) for the fifteen consecutive trading days ending December 31, 2019. If the Restricted Shares that would remain outstanding and eligible for scheduled to vest on the next vesting pursuant date are subject only to the second sentence of this Section 2(a)(iii) are 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. Amended and Restated Tier I 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 paragraphs, 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 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 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; provided, however, (i) if the termination occurs on or prior to February 27, 20192018, one-third 25% of the Restricted Shares shall remain outstanding and shall be eligible to vest on February 27, 2019 2018 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, 2019 2018 but on or prior to February 27, 20202019, two-thirds 50% of the Restricted Shares shall remain outstanding and shall be eligible to vest on February 27, 2020 2019 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 subsection 2(a)(isubsections 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, 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 one year CAGR of Combined Adjusted Free Cash Flow, in accordance with the schedule set forth on Exhibit A hereto and (ii) with respect to a termination that occurs after February 27, 2018 but on or prior to February 27, 2019, 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 Total Shareholder Return two year CAGR of Combined Adjusted Free Cash Flow, in accordance with the schedule set forth on Exhibit A hereto; provided, that for purposes of calculating the Total Shareholder Return, the beginning price per share of $6.53 will be compared to the volume weighted average price per share of Common Stock reported on the New York Stock Exchange (or such other national securities exchange upon which the Common Stock is then traded) for the fifteen consecutive trading days ending December 31, 2018 and (ii) with respect to a termination that occurs after February 27, 2019 but on or prior to February 27, 2020, 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 Total Shareholder Return in accordance with the schedule set forth on Exhibit A hereto; provided, that for purposes of calculating the Total Shareholder Return, the beginning price per share of $6.53 will be compared to the volume weighted average price per share of Common Stock reported on the New York Stock Exchange (or such other national securities exchange upon which the Common Stock is then traded) for the fifteen consecutive trading days ending December 31, 2019. If the Restricted Shares that would remain outstanding and eligible for scheduled to vest on the next vesting pursuant date are subject only to the second sentence of this Section 2(a)(iii) are 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. Amended and Restated Tier I 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 paragraphs, 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 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 's / (iii) 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; provided, however, (i) if the termination occurs on or prior to February 27, 20192016, one-third 25% of the Restricted Shares shall remain outstanding and shall be eligible to vest on February 27, 2019 2016 in accordance with the following sentences (with any remaining Restricted Shares being immediately forfeited upon the date of termination) and (ii) if the termination occurs after February 27, 2019 2016 but on or prior to February 27, 20202017, two-thirds 50% of the Restricted Shares shall remain outstanding and shall be eligible to vest on February 27, 2020 2017 in accordance with the following sentences (with any remaining Restricted Shares being immediately forfeited upon the date of termination). termination).1 If the Restricted Shares scheduled to vest on the next vesting date are subject to performance-vesting under subsection 2(a)(isubsections 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, 20192016, 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 Total Shareholder Return 's one year CAGR of CFFO per share, in accordance with the schedule set forth on Exhibit A hereto; provided, that for purposes of calculating the Total Shareholder Return, the beginning price per share of $6.53 will be compared to the volume weighted average price per share of Common Stock reported on the New York Stock Exchange (or such other national securities exchange upon which the Common Stock is then traded) for the fifteen consecutive trading days ending December 31, 2018 hereto and (ii) with respect to a termination that occurs after February 27, 2019 2016 but on or prior to February 27, 20202017, 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 Total Shareholder Return 's two year CAGR of CFFO per share, in accordance with the schedule set forth on Exhibit A hereto; provided, that for purposes of calculating the Total Shareholder Return, the beginning price per share of $6.53 will be compared to the volume weighted average price per share of Common Stock reported on the New York Stock Exchange (or such other national securities exchange upon which the Common Stock is then traded) for the fifteen consecutive trading days ending December 31, 2019. If the Restricted Shares that would remain outstanding and eligible for scheduled to vest on the next vesting pursuant date are subject only to the second sentence of this Section 2(a)(iii) are 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 '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. Amended and Restated Tier I 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 paragraphs, 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 Cause, (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 March 1, 2018), or (iii) the Participant’s employment is terminated by death or Disability (either before or after a Change in Control), the 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); provided, however, (i) if the termination occurs on or prior to February 27, 2019, one-third of the Restricted Shares shall remain outstanding and shall be eligible to vest on February 27, 2019 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, 2019 but on or prior to February 27, 2020, two-thirds of the Restricted Shares shall remain outstanding and shall be eligible to vest on February 27, 2020 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 subsection 2(a)(i) 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, 2019, 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 Total Shareholder Return in accordance with the schedule set forth on Exhibit A hereto; provided, that for purposes of calculating the Total Shareholder Return, the beginning price per share of $6.53 will be compared to the volume weighted average price per share of Common Stock reported on the New York Stock Exchange (or such other national securities exchange upon which the Common Stock is then traded) for the fifteen consecutive trading days ending December 31, 2018 and (ii) with respect to a termination that occurs after February 27, 2019 but on or prior to February 27, 2020, 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 Total Shareholder Return in accordance with the schedule set forth on Exhibit A hereto; provided, that for purposes of calculating the Total Shareholder Return, the beginning price per share of $6.53 will be compared to the volume weighted average price per share of Common Stock reported on the New York Stock Exchange (or such other national securities exchange upon which the Common Stock is then traded) for the fifteen consecutive trading days ending December 31, 2019. If the Restricted Shares that would remain outstanding and eligible for vesting pursuant to the second sentence of this Section 2(a)(iii) are 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. Amended and Restated Tier I Severance Pay Policy)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 paragraphs, 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 Cause, (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 February 11, 2013), or (iii) 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; provided, however, (i) if the termination occurs on or prior to February 27, 20192014, one-third 25% of the Restricted Shares shall remain outstanding and shall be eligible to vest on February 27, 2019 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, 2019 2014 but on or prior to February 27, 20202015, two-thirds 50% of the Restricted Shares shall remain outstanding and shall be eligible to vest on February 27, 2020 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 subsection 2(a)(isubsections 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, 20192014, 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 Total Shareholder Return 's one year CAGR of CFFO per share, in accordance with the schedule set forth on Exhibit A hereto; provided, that for purposes of calculating the Total Shareholder Return, the beginning price per share of $6.53 will be compared to the volume weighted average price per share of Common Stock reported on the New York Stock Exchange (or such other national securities exchange upon which the Common Stock is then traded) for the fifteen consecutive trading days ending December 31, 2018 hereto and (ii) with respect to a termination that occurs after February 27, 2019 2014 but on or prior to February 27, 20202015, 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 Total Shareholder Return 's two year CAGR of CFFO per share, in accordance with the schedule set forth on Exhibit A hereto; provided, that for purposes of calculating the Total Shareholder Return, the beginning price per share of $6.53 will be compared to the volume weighted average price per share of Common Stock reported on the New York Stock Exchange (or such other national securities exchange upon which the Common Stock is then traded) for the fifteen consecutive trading days ending December 31, 2019. If the Restricted Shares that would remain outstanding and eligible for scheduled to vest on the next vesting pursuant date are subject only to the second sentence of this Section 2(a)(iii) are 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 '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. Amended and Restated Tier I Severance Pay Policy)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 paragraphs, 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 Cause, (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 February 11, 2013), or (iii) 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); provided, however, (i) if the termination occurs on or prior to February 27, 2019, one-third of the Restricted Shares shall remain outstanding and shall be eligible to vest on February 27, 2019 in accordance with the following sentences (with any remaining Restricted Shares being immediately forfeited upon the date of such termination) and (ii) if the termination occurs after February 27, 2019 but on or prior to February 27, 2020, two-thirds of the Restricted Shares shall remain outstanding and shall be eligible to vest on February 27, 2020 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 subsection 2(a)(isubsections 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, 2019, 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 Total Shareholder Return in accordance with the schedule set forth on Exhibit A hereto; provided, that for purposes of calculating the Total Shareholder Return, the beginning price per share of $6.53 will be compared to the volume weighted average price per share of Common Stock reported on the New York Stock Exchange (or such other national securities exchange upon which the Common Stock is then traded) for the fifteen consecutive trading days ending December 31, 2018 and (ii) with respect to a termination that occurs after February 27, 2019 but on or prior to February 27, 2020, 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 Total Shareholder Return in accordance with the schedule set forth on Exhibit A hereto; provided, that for purposes of calculating the Total Shareholder Return, the beginning price per share of $6.53 will be compared to the volume weighted average price per share of Common Stock reported on the New York Stock Exchange (or such other national securities exchange upon which the Common Stock is then traded) for the fifteen consecutive trading days ending December 31, 2019. If the Restricted Shares that would remain outstanding and eligible for scheduled to vest on the next vesting pursuant date are subject only to the second sentence of this Section 2(a)(iii) are 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 '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. Amended and Restated Tier I Severance Pay Policy)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 paragraphs, 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 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 's / (iii) 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; provided, however, (i) if the termination occurs on or prior to February 27, 20192017, one-third 25% of the Restricted Shares shall remain outstanding and shall be eligible to vest on February 27, 2019 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, 2019 2017 but on or prior to February 27, 20202018, two-thirds 50% of the Restricted Shares shall remain outstanding and shall be eligible to vest on February 27, 2020 2018 in accordance with the following sentences (with any remaining Restricted Shares being immediately forfeited upon the date of termination). termination).1 If the Restricted Shares scheduled to vest on the next vesting date are subject to performance-vesting under subsection 2(a)(isubsections 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, 20192017, 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 Total Shareholder Return 's one year CAGR of Adjusted CFFO per share, in accordance with the schedule set forth on Exhibit A hereto; provided, that for purposes of calculating the Total Shareholder Return, the beginning price per share of $6.53 will be compared to the volume weighted average price per share of Common Stock reported on the New York Stock Exchange (or such other national securities exchange upon which the Common Stock is then traded) for the fifteen consecutive trading days ending December 31, 2018 hereto and (ii) with respect to a termination that occurs after February 27, 2019 2017 but on or prior to February 27, 20202018, 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 Total Shareholder Return 's two year CAGR of Adjusted CFFO per share, in accordance with the schedule set forth on Exhibit A hereto; provided, that for purposes of calculating the Total Shareholder Return, the beginning price per share of $6.53 will be compared to the volume weighted average price per share of Common Stock reported on the New York Stock Exchange (or such other national securities exchange upon which the Common Stock is then traded) for the fifteen consecutive trading days ending December 31, 2019. If the Restricted Shares that would remain outstanding and eligible for scheduled to vest on the next vesting pursuant date are subject only to the second sentence of this Section 2(a)(iii) are 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 '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. Amended and Restated Tier I 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 paragraphsparagraph, 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 Cause, (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 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 remain subject hereto until the vesting date that immediately follows lapse and such termination (subject to earlier vesting Restricted Shares shall be fully vested, with any remaining Restricted Shares being forfeited upon the occurrence date of an intervening Change in Control)such termination; provided, however, (i) if the termination occurs on or prior to February 27, 20192016, one-third (1/3) of the Restricted Shares shall remain outstanding and shall be eligible to immediately vest on February 27, 2019 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, 2019 2016 but on or prior to February 27, 20202017, two-thirds (2/3) of the Restricted Shares shall remain outstanding and shall be eligible to immediately vest on February 27, 2020 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 subsection 2(a)(i) 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, 2019, 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 Total Shareholder Return in accordance with the schedule set forth on Exhibit A hereto; provided, that for purposes of calculating the Total Shareholder Return, the beginning price per share of $6.53 will be compared to the volume weighted average price per share of Common Stock reported on the New York Stock Exchange (or such other national securities exchange upon which the Common Stock is then traded) for the fifteen consecutive trading days ending December 31, 2018 and (ii) with respect to a termination that occurs after February 27, 2019 but on or prior to February 27, 2020, 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 Total Shareholder Return in accordance with the schedule set forth on Exhibit A hereto; provided, that for purposes of calculating the Total Shareholder Return, the beginning price per share of $6.53 will be compared to the volume weighted average price per share of Common Stock reported on the New York Stock Exchange (or such other national securities exchange upon which the Common Stock is then traded) for the fifteen consecutive trading days ending December 31, 2019. If the Restricted Shares that would remain outstanding and eligible for vesting pursuant to the second sentence of this Section 2(a)(iii) are 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 '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. Amended and Restated Tier I Severance Pay Policy)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.