0001193125-11-046262 Sample Contracts

EMPLOYMENT AGREEMENT
Employment Agreement • February 25th, 2011 • Sunrise Senior Living Inc • Services-nursing & personal care facilities • Virginia

THIS AGREEMENT by and between SUNRISE SENIOR LIVING, INC. (the “Company”) and DAVID HADDOCK (the “Executive”), is effective as of October 1, 2010 (the “Effective Date”).

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SUNRISE SENIOR LIVING, INC.
Restricted Stock Unit Agreement • February 25th, 2011 • Sunrise Senior Living Inc • Services-nursing & personal care facilities

Sunrise Senior Living, Inc., a Delaware corporation (the “Company”), hereby grants restricted stock units relating to its shares of common stock, $0.01 par value (the “Stock”), to the Grantee named below. Additional terms and conditions of the grant are set forth in this cover sheet and in the attachment (collectively, the “Agreement”) and in the Company’s 2008 Omnibus Incentive Plan, as amended (the “Plan”).

SUNRISE SENIOR LIVING, INC. EXECUTIVE RESTRICTED STOCK AGREEMENT
Restricted Stock Agreement • February 25th, 2011 • Sunrise Senior Living Inc • Services-nursing & personal care facilities • Delaware

Sunrise Senior Living, Inc., a Delaware corporation (the “Company”), hereby grants shares of its common stock, $0.01 par value (the “Stock”), to the Grantee named below, subject to the vesting conditions set forth in the attachment. Additional terms and conditions of the grant are set forth in this cover sheet, in the attachment and in the Company’s 2003 Stock Option and Restricted Stock Plan, as amended (the “Plan”).

AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • February 25th, 2011 • Sunrise Senior Living Inc • Services-nursing & personal care facilities • Virginia

This Amendment to Employment Agreement (the “Amendment”) is entered as of October 1, 2010 by SUNRISE SENIOR LIVING, INC. (the “Company”), and GREG NEEB (the “Executive”).

FIRST AMENDED AND RESTATED MASTER AGREEMENT by and among SUNRISE SENIOR LIVING MANAGEMENT, INC., SUNRISE NORTH SENIOR LIVING LTD., SUNRISE SENIOR LIVING, INC. and VENTAS SSL, INC. Date: December 1, 2010
Master Agreement • February 25th, 2011 • Sunrise Senior Living Inc • Services-nursing & personal care facilities

THIS FIRST AMENDED AND RESTATED MASTER AGREEMENT (this agreement, as it may hereafter be amended, supplemented, restated or replaced from time to time, is herein referred to as the “Agreement”) is made as of the 1st day of December, 2010 (the “Agreement Date”) by and among (i) Sunrise Senior Living Management, Inc., a Virginia corporation (together with its successors and permitted assigns, “US Manager”), (ii) Sunrise North Senior Living Ltd., a New Brunswick corporation (together with its successors and permitted assigns, “CAN Manager”), (iii) Sunrise Senior Living, Inc., a Delaware corporation (“SSLI”), and (iv) Ventas SSL, Inc., a Delaware corporation (“Ventas SSL”), and each other person that from time to time becomes a party hereto pursuant to Recital D hereof.

MANAGEMENT AGREEMENT for SUNRISE OF
Management Agreement • February 25th, 2011 • Sunrise Senior Living Inc • Services-nursing & personal care facilities • Virginia

THIS [FIRST AMENDED AND RESTATED] MANAGEMENT AGREEMENT (“Agreement”) is made as of the day of , 2010 (“Amendment Date”) between [SUNRISE SENIOR LIVING MANAGEMENT, INC., a Virginia corporation (“SSLM”), SUNRISE NORTH SENIOR LIVING LTD., a New Brunswick corporation (“SNSL”)] (the “Manager”), and , a (the “Owner”).

AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • February 25th, 2011 • Sunrise Senior Living Inc • Services-nursing & personal care facilities • New York

AGREEMENT by and between SUNRISE SENIOR LIVING, INC. (the “Company”) and GREGORY NEEB (the “Executive”), originally dated as of January 21, 2009 (the “Effective Date”) and amended as of October 1, 2010 (the “Original Agreement”), and amended and restated effective as of January 25, 2011 (the “Restatement Effective Date”).

SUNRISE SENIOR LIVING, INC.
Restricted Stock Agreement • February 25th, 2011 • Sunrise Senior Living Inc • Services-nursing & personal care facilities • Delaware

Sunrise Senior Living, Inc., a Delaware corporation (the “Company”), hereby grants shares of its common stock, $0.01 par value (the “Stock”), to the Grantee named below. Additional terms and conditions of the grant are set forth in this cover sheet and in the attachment (collectively, the “Agreement”), your employment agreement with the Company, and in the Company’s 2008 Omnibus Incentive Plan, as amended (the “Plan”).

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