exhibit10_1.htm


     

    


    BROOKDALE
SENIOR LIVING INC.

    ASSOCIATE
STOCK PURCHASE PLAN

    


    ARTICLE
I.

    INTRODUCTION

    


    1.1           ESTABLISHMENT
OF PLAN.  Brookdale Senior Living Inc., a Delaware corporation
(the “Company”), adopts the following employee stock purchase plan for its
eligible employees.  This Plan shall be known as the Brookdale Senior
Living Inc. Associate Stock Purchase Plan.

    


    1.2           PURPOSE. The
purpose of this Plan is to provide an opportunity for eligible employees of the
Employer to become stockholders in the Company.  It is believed that
broad-based employee participation in the ownership of the business will help to
achieve the unity of purpose conducive to the continued growth of the Employer
and to the mutual benefit of its employees and stockholders.

    


    1.3           QUALIFICATION. This
Plan is intended to be an employee stock purchase plan which qualifies for
favorable Federal income tax treatment under Section 423 of the Code and is
intended to comply with the provisions thereof, including the requirement of
Section 423(b)(5) of the Code that all Employees granted options to purchase
Stock under the Plan have the same rights and privileges with respect to such
options.

    


    1.4           RULE 16B-3
COMPLIANCE.  This Plan is intended to comply with Rule 16b-3
under the Securities Exchange Act of 1934, and should be interpreted in
accordance therewith.

    


    ARTICLE
II.

    DEFINITIONS

    


    As used herein, the following words and
phrases shall have the meanings specified below:

    


    2.1           BOARD OF
DIRECTORS.  The Board of Directors of the Company.

    


    2.2           CLOSING MARKET
PRICE.  The last sale price of the Stock as reported on the New
York Stock Exchange on the date specified; provided that if there should be any
material alteration in the present system of reporting sales prices of such
Stock, or if such Stock should no longer be listed on the New York Stock
Exchange, the market value of the Stock as of a particular date shall be
determined in such a method as shall be specified by the Plan
Administrator.

    


    2.3           CODE.  The Internal
Revenue Code of 1986, as amended from time to time.

    


    2.4           COMMENCEMENT
DATE.  The first day of each Option Period.  The
first Commencement Date shall be October 1, 2008.

    


    2.5           CONTRIBUTION
ACCOUNT.  The account established on behalf of a Participant to
which shall be credited the amount of the Participant’s contribution, pursuant
to Article V.

    


    2.6           EFFECTIVE
DATE.  October 1, 2008.

    


    2.7           EMPLOYEE.  Each
employee of the Employer except:

    


     
(a)           any
employee who has been employed less than six (6) months;

     

     
(b)           any
employee whose customary employment is twenty (20) hours per week or less;
or

    


     
(c)           any
employee whose customary employment is for not more than five (5) months in any
calendar year.

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

     

    


    2.8           EMPLOYER.  The
Company and any corporation (i) which is a Subsidiary of the Company, (ii) which
is authorized by the Board of Directors to adopt this Plan with respect to its
Employees, and (iii) which adopts this Plan.  The term “Employer”
shall include any corporation into which an Employer may be merged or
consolidated or to which all or substantially all of its assets may be
transferred, provided that the surviving or transferee corporation would qualify
as a Subsidiary under Section 2.18 hereof and that such corporation does not
affirmatively disavow this Plan.  For purposes of this Plan, the term
“corporation” means a corporation as defined in Section 1.421-1(i)(1) of the
Treasury Regulations, which definition includes a limited liability company
taxable as a corporation for all Federal tax purposes.

    


    2.9           EXERCISE DATE.  The
last trading date of each Option Period on the New York Stock
Exchange.

    


    2.10         EXERCISE PRICE.  The
price per share of the Stock to be charged to Participants at the Exercise Date,
as determined in Section 6.3.

    


    2.11         FIVE-PERCENT
STOCKHOLDER.  An Employee who owns five percent (5%) or more of
the total combined voting power or value of all classes of stock of the Company
or any Subsidiary thereof. In determining this five percent test, shares of
stock which the Employee may purchase under outstanding options, as well as
stock attributed to the Employee under Section 424(d) of the Code, shall be
treated as stock owned by the Employee in the numerator, but shares of stock
which may be issued under options shall not be counted in the total of
outstanding shares in the denominator.

    


    2.12         GRANT DATE.  The
first trading date of each Option Period on the New York Stock
Exchange.

    


    2.13         OPTION
PERIOD.  Successive periods of three (3) months (i) commencing
on July 1 and ending on September 30, (ii) commencing on October 1 and ending on
December 31, (iii) commencing on January 1 and ending on March 31, and (iv)
commencing on April 1 and ending on June 30.

    


    2.14         PARTICIPANT.  Any
Employee of an Employer who has met the conditions for eligibility as provided
in Article IV and who has elected to participate in the Plan.

    


    2.15         PLAN.  Brookdale
Senior Living Inc. Associate Stock Purchase Plan.

    


    2.16         PLAN
ADMINISTRATOR.  The committee composed of one or more
individuals to whom authority is delegated by the Board of Directors to
administer the Plan.  The initial committee shall be the Compensation
Committee of the Board of Directors.

    


    2.17         STOCK.  Those shares
of common stock of the Company which are reserved pursuant to Section 6.1 for
issuance upon the exercise of options granted under this Plan.

    


    2.18         SUBSIDIARY.  Any
corporation (other than the Company) in an unbroken chain of corporations
beginning with the Company if, at the time of the granting of the option, each
of the corporations other than the last corporation in the chain owns stock
possessing fifty percent (50%) or more of the combined voting power of all
classes of stock in one of the other corporations in such chain.

    


    ARTICLE
III.

    STOCKHOLDER
APPROVAL

    


    3.1           STOCKHOLDER APPROVAL
REQUIRED.  This Plan must be approved by the stockholders of
the Company within the period beginning twelve (12) months before and ending
twelve (12) months after its adoption by the Board of Directors.

    


    3.2           STOCKHOLDER APPROVAL FOR CERTAIN
AMENDMENTS.  Without the approval of the stockholders of the
Company, no amendment to this Plan shall increase the number of shares reserved
under the Plan, other than as provided in Sections 6.1 and 10.3. Approval by
stockholders must occur within one (1) year of such amendment or such amendment
shall be void ab initio, comply with
applicable provisions of the corporate

    


    
      
        
           


        

        
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    certificate
of incorporation and bylaws of the Company, and comply with Delaware law
prescribing the method and degree of stockholder approval required for issuance
of corporate stock or options.

    


    ARTICLE
IV.

    ELIGIBILITY
AND PARTICIPATION

    


    4.1           CONDITIONS.  Each
Employee shall become eligible to become a Participant on the Commencement Date
next following the date he has been employed for six (6) months.  No
Employee who is a Five-Percent Stockholder shall be eligible to participate in
the Plan.  Notwithstanding anything to the contrary contained herein,
no individual who is not an Employee shall be granted an option to purchase
Stock under the Plan.

    


    4.2           APPLICATION FOR
PARTICIPATION.  Each Employee who becomes eligible to
participate shall be furnished a summary of the Plan and an enrollment
form.  If such Employee elects to participate hereunder, he shall
complete such form and file it with his Employer no later than fifteen (15) days
prior to the next Commencement Date. The completed enrollment form shall
indicate the amount of Employee contributions authorized by the
Employee.  If no new enrollment form is filed by a Participant in
advance of any Option Period after the initial Option Period, that Participant
shall be deemed to have elected to continue to participate with the same
contribution previously elected (subject to the limit of fifteen percent (15%)
of base pay).  If any Employee does not elect to participate in any
given Option Period, he may elect to participate on any future Commencement Date
so long as he continues to meet the eligibility requirements.

    


    4.3           DATE OF
PARTICIPATION.  All Employees who elect to participate shall be
enrolled in the Plan commencing with the first pay date after the Commencement
Date following their submission of the enrollment form.  Upon becoming
a Participant, the Participant shall be bound by the terms of this Plan,
including any amendments whenever made.

    


    4.4           ACQUISITION OR CREATION OF
SUBSIDIARY.  If the stock of a corporation is acquired by the
Company or another Employer so that the acquired corporation becomes a
Subsidiary, or if a Subsidiary is created, the Subsidiary in either case shall
automatically become an Employer and its Employees shall become eligible to
participate in the Plan on the first Commencement Date after the acquisition or
creation of the Subsidiary, as the case may be.  Notwithstanding the
foregoing, the Board of Directors may by appropriate resolutions (i) provide
that the acquired or newly created Subsidiary shall not be a participating
Employer, (ii) specify that the acquired or newly created Subsidiary will become
a participating Employer on a Commencement Date other than the first
Commencement Date after the acquisition or creation, or (iii) attach any
condition whatsoever to eligibility of the employees of the acquired or newly
created Subsidiary, except to the extent such condition would not comply with
Section 423 of the Code.

    


    ARTICLE
V.

    CONTRIBUTION
ACCOUNT

    


    5.1           EMPLOYEE
CONTRIBUTIONS.  The enrollment form signed by each Participant
shall authorize the Employer to deduct from the Participant’s compensation an
after-tax amount during each payroll period not less than ten dollars
($10.00) nor more
than an amount which is fifteen percent (15%) of the Participant’s base pay on
the Commencement Date.  A Participant’s base pay shall be determined
before subtracting any elective deferrals to a qualified plan under Section
401(k) of the Code, salary reduction contributions to a cafeteria plan under
Section 125 of the Code or elective deferrals to a nonqualified deferred
compensation plan.  The dollar amount deducted each payday shall be
credited to the Participant’s Contribution Account.  Participant
contributions will not be permitted to commence at any time during the Option
Period other than on the Commencement Date. Unless otherwise determined by the
Plan Administrator with respect to an Option Period, no interest will accrue on
any contributions or on the balance in a Participant’s Contribution
Account.

    


    5.2           MODIFICATION OF CONTRIBUTION
RATE.  No change shall be permitted in a Participant’s amount
of withholding except upon a Commencement Date, and then only if the Participant
files a new enrollment form with the Employer at least fifteen (15) days in
advance of the Commencement Date designating the desired withholding
rate.  Notwithstanding the foregoing, a Participant may notify the
Employer at any time (except during the periods from March 22 through March 31,
June 21 through June 30, September 21 through September 30

    


    
      
        
           


        

        
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    and
December 22 through December 31) that he wishes to discontinue his
contributions.  This notice shall be in writing and on such forms as
provided by the Employer and shall become effective as of a date provided on the
form not more than fifteen (15) days following its receipt by the
Employer.  The Participant shall become eligible to recommence
contributions on the next Commencement Date.

    


    5.3           WITHDRAWAL OF
CONTRIBUTIONS.  A Participant may elect to withdraw the balance
of his Contribution Account at any time during the Option Period prior to the
Exercise Date (except during the periods from March 22 through March 31, June 21
through June 30, September 21 through September 30 and December 22 through
December 31).  The option granted to a Participant shall be canceled
upon his withdrawal of the balance in his Contribution Account.  This
election to withdraw must be in writing on such forms as may be provided by the
Employer.  If contributions are withdrawn in this manner, further
contributions during that Option Period will be discontinued in the same manner
as provided in Section 5.2, and the Participant shall become eligible to
recommence contributions on the next Commencement Date.

    


    5.4           LIMITATIONS ON
CONTRIBUTIONS.  During each Option Period, the total
contributions by a Participant to his Contribution Account shall not exceed
fifteen percent (15%) of the Participant’s base pay for the Option
Period.  If a Participant’s total contributions should exceed this
limit, the excess shall be returned to the Participant after the end of the
Option Period, without interest.

    


    ARTICLE
VI.

    ISSUANCE
AND EXERCISE OF OPTIONS

    


    6.1           RESERVED SHARES OF
STOCK.  The Company shall initially reserve one million
(1,000,000) shares of Stock for issuance upon exercise of the options granted
under this Plan.  The number of shares of Stock reserved for issuance
under this Plan shall automatically increase by two hundred thousand (200,000)
shares the first day of each calendar year beginning January 1,
2010.

    


    6.2           ISSUANCE OF
OPTIONS.  On the Grant Date each Participant shall be deemed to
receive an option to purchase Stock with the number of shares and Exercise Price
determined as provided in this Article VI, subject to the maximum limits
specified in Section 6.6(a).  All such options shall be automatically
exercised on the following Exercise Date, except for options which are canceled
when a Participant withdraws the balance of his Contribution Account or which
are otherwise terminated under the provisions of this Plan.

    


    6.3           DETERMINATION OF EXERCISE
PRICE.  The Exercise Price of the options granted under this
Plan for any Option Period shall be ninety percent (90%) of the Closing Market
Price of the Stock on the Exercise Date.

    


    6.4           PURCHASE OF
STOCK.  On an Exercise Date, all options shall be automatically
exercised, except that the options of a Participant who has terminated
employment pursuant to Section 7.1 or who has withdrawn all his contributions
shall expire.  The Contribution Account of each Participant shall be
used to purchase the maximum number of whole shares of Stock determined by
dividing the Exercise Price into the balance of the Participant’s Contribution
Account.  Any money remaining in a Participant’s Contribution Account
representing a fractional share shall remain in his Contribution Account to be
used in the next Option Period along with new contributions in the next Option
Period; provided, however, that if the Participant does not enroll for the next
Option Period, the balance remaining shall be returned to him in cash, without
interest.

    


    6.5           TERMS OF
OPTIONS.  Options granted under this Plan shall be subject to
such amendment or modification as the Employer shall deem necessary to comply
with any applicable law or regulation, including but not limited to Section 423
of the Code, and shall contain such other provisions as the Employer shall from
time to time approve and deem necessary; provided, however, that any such
provisions shall comply with Section 423 of the Code.

    


    6.6           LIMITATIONS ON
OPTIONS.  The options granted hereunder are subject to the
following limitations:

    


    
      
        
           


        

        
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(a)           The maximum
number of shares of Stock which may be purchased by any Participant on an
Exercise Date shall be two hundred (200) shares.  This maximum number
of shares shall be adjusted as determined by the Plan Administrator in
accordance with, and upon the occurrence of an event described in, Section
10.3.

    


      (b)           No
Participant shall be permitted to accrue the right to purchase during any
calendar year Stock under this Plan (or any other Plan of the Employer or a
Subsidiary which is qualified under Section 423 of the Code) having a market
value of greater than twenty-five thousand dollars ($25,000.00) (as determined
on the Grant Date for the Option Period during which each such share of Stock is
purchased) as provided in Section 423(b)(8) of the Code.

    


      (c)           No
option may be granted to a Participant if the Participant immediately after the
option is granted would be a Five-Percent Stockholder.

    


      (d)           No
Participant may assign, transfer or otherwise alienate any options granted to
him under this Plan, otherwise than by will or the laws of descent and
distribution, and such options must be exercised during the Participant’s
lifetime only by him.

    


    6.7           PRO-RATA REDUCTION OF OPTIONED
STOCK.  If the total number of shares of Stock to be purchased
under option by all Participants on an Exercise Date exceeds the number of
shares of Stock remaining authorized for issuance under Section 6.1, a pro-rata
allocation of the shares of Stock available for issuance will be made among
Participants in proportion to their respective Contribution Account balances on
the Exercise Date, and any money remaining in the Contribution Accounts shall be
returned to the Participants, without interest.

    


    6.8          
APPLICABLE SECURITIES
LAWS.  Notwithstanding anything to the contrary contained
herein, the Company shall not be obligated to issue shares of Stock to any
Participant if to do so would violate any State (or other applicable) securities
law applicable to the sale of Stock to such Participant.  In the event
that the Company refrains from issuing shares of Stock to any Participant in
reliance on this Section, the Company shall return to such Participant the
amount in such Participant’s Contribution Account that would otherwise have been
applied to the purchase of Stock.

    


    ARTICLE
VII.

    TERMINATION
OF PARTICIPATION

    


    7.1           TERMINATION OF
EMPLOYMENT.  Any Employee whose employment with the Employer is
terminated during the Option Period prior to the Exercise Date for any reason
except death, disability or retirement at or after age 65 shall cease being a
Participant immediately.  The balance of that Participant’s
Contribution Account shall be paid to such Participant as soon as practical
after his termination.  The option granted to such Participant shall
be null and void.

    


    7.2           DEATH.  If a
Participant should die while employed by the Employer, no further contributions
on behalf of the deceased Participant shall be made.  The legal
representative of the deceased Participant may elect to withdraw the balance in
said Participant’s Contribution Account by notifying the Employer in writing
prior to the Exercise Date in the Option Period during which the Participant
died (except during the periods from March 22 through March 31, June 21 through
June 30, September 21 through September 30 and December 22 through December
31).  In the event no election to withdraw is made on or before the
March 21, June 20, September 20 or December 21 preceding the Exercise Date, the
balance accumulated in the deceased Participant’s Contribution Account shall be
used to purchase shares of Stock in accordance with Section 6.4.  Any
money remaining which is insufficient to purchase a whole share shall be paid to
the legal representative.

    


    7.3           RETIREMENT.  If a
Participant should retire from the employment of the Employer at or after
attaining age 65, no further contributions on behalf of the retired Participant
shall be made.  The Participant may elect to withdraw the balance in
his Contribution Account by notifying the Employer in writing prior to the
Exercise Date in the Option Period during which the Participant retired (except
during the periods from March 22 through March 31, June 21 through June 30,
September 21 through September 30 and December 22 through December
31).  In the event no election to withdraw is made on or before the
March 21, June 20, September 20 or December 21

    


    
      
        
           


        

        
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    preceding
the Exercise Date, the balance accumulated in the retired Participant’s
Contribution Account shall be used to purchase shares of Stock in accordance
with Section 6.4.  Any money remaining which is insufficient to
purchase a whole share shall be paid to the retired Participant.

    


    7.4           DISABILITY.  If a
Participant should terminate employment with the Employer on account of
disability, as determined by reference to the definition of “disability” in the
Employer’s long-term disability plan, no further contributions on behalf of the
disabled Participant shall be made.  The Participant may elect to
withdraw the balance in his Contribution Account by notifying the Employer in
writing prior to the Exercise Date in the Option Period during which the
Participant became disabled (except during the periods from March 22 through
March 31, June 21 through June 30, September 21 through September 30 and
December 22 through December 31).  In the event no election to
withdraw is made on or before the March 21, June 20, September 20 or December 21
preceding the Exercise Date, the balance accumulated in the disabled
Participant’s Contribution Account shall be used to purchase shares of Stock in
accordance with Section 6.4.  Any money remaining which is
insufficient to purchase a whole share shall be paid to the disabled
Participant.

    


    ARTICLE
VIII.

    OWNERSHIP
OF STOCK

    


    8.1           ISSUANCE OF
STOCK.  As soon as practical after the Exercise Date, the Plan
Administrator will, in its sole discretion, either credit a share account
maintained for the benefit of each Participant or issue certificates to each
Participant for the number of shares of Stock purchased under the Plan by such
Participant during an Option Period. Such determination by the Plan
Administrator shall apply equally to all shares of Stock purchased during the
Option Period.  Certificates may be issued, at the request of a
Participant, in the name of the Participant, jointly in the name of the
Participant and a member of the Participant’s family, to the Participant as
custodian for the Participant’s child under the Gift to Minors Act, or to the
legal representative of a deceased Participant.

    


    8.2           PREMATURE SALE OF
STOCK.  If a Participant (or former Participant) sells or
otherwise disposes of any shares of Stock obtained under this Plan:

    


     
(i)           prior to
two (2) years after the Grant Date of the option under which such shares were
obtained, or

    


     
(ii)           prior to
one (1) year after the Exercise Date on which such shares were
obtained,

    


    that
Participant (or former Participant) must notify the Employer immediately in
writing concerning such disposition.

    


    8.3           TRANSFER OF
OWNERSHIP.  A Participant who purchases shares of Stock under
this Plan shall be transferred at such time substantially all of the rights of
ownership of such shares of Stock in accordance with the Treasury Regulations
promulgated under Section 423 of the Code as in effect on the Effective Date.
Such rights of ownership shall include the right to vote, the right to receive
declared dividends, the right to share in the assets of the Employer in the
event of liquidation, the right to inspect the Employer’s books and the right to
pledge or sell such Stock subject to the restrictions in the Plan.

    


    ARTICLE
IX.

    ADMINISTRATION
AND AMENDMENT

    


    9.1           ADMINISTRATION.  The
Plan Administrator shall (i) administer the Plan, (ii) keep records of the
Contribution Account balance of each Participant, (iii) keep records of the
share account balance of each Participant, (iv) interpret the Plan, and (v)
determine all questions arising as to eligibility to participate, amount of
contributions permitted, determination of the Exercise Price, and all other
matters of administration.  The Plan Administrator shall have such
duties, powers and discretionary authority as may be necessary to discharge the
foregoing duties, and may delegate any or all of the foregoing duties to any
individual or individuals (including officers or other Employees who are
Participants).  The Board of Directors shall have the right at any
time and without notice to remove or replace any individual or committee of
individuals serving as Plan Administrator. All

    


    
      
        
           


        

        
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    determinations
by the Plan Administrator shall be conclusive and binding on all persons. Any
rules, regulations, or procedures that may be necessary for the proper
administration or functioning of this Plan that are not covered in this Plan
document shall be promulgated and adopted by the Plan
Administrator.

    


    9.2           AMENDMENT.  The
Board of Directors of the Employer may at any time amend the Plan in any
respect, including termination of the Plan, without notice to
Participants.  If the Plan is terminated, all options outstanding at
the time of termination shall become null and void and the balance in each
Participant’s Contribution Account shall be paid to that Participant, without
interest.  Notwithstanding the foregoing, no amendment of the Plan as
described in Section 3.2 shall become effective until and unless such amendment
is approved by the stockholders of the Company in accordance with the approval
requirements of Section 3.2.

    


    ARTICLE
X.

    MISCELLANEOUS

    


    10.1           EXPENSES.  The
Employer will pay all expenses of administering this Plan that may arise in
connection with the Plan.

    


    10.2           NO CONTRACT OF
EMPLOYMENT.  Nothing in this Plan shall be construed to
constitute a contract of employment between an Employer and any Employee or to
be an inducement for the employment of any Employee.  Nothing
contained in this Plan shall be deemed to give any Employee the right to be
retained in the service of an Employer or to interfere with the right of an
Employer to discharge any Employee at any time, with or without cause,
regardless of the effect which such discharge may have upon him as a Participant
of the Plan.

    


    10.3           ADJUSTMENT UPON CHANGES IN
STOCK.  The aggregate number of shares of Stock reserved for
purchase under the Plan as provided in Section 6.1, and the calculation of the
Exercise Price as provided in Section 6.3, shall be adjusted by the Plan
Administrator (subject to direction by the Board of Directors) in an equitable
and proportionate manner to reflect changes in the capitalization of the
Company, including, but not limited to, such changes as result from merger,
consolidation, reorganization, recapitalization, stock dividend, dividend in
property other than cash, stock split, combination of shares, exchange of shares
and change in corporate structure.  If any adjustment under this
Section 10.3 would create a fractional share of Stock or a right to acquire a
fractional share of Stock, such fractional share shall be disregarded and the
number of shares available under the Plan and the number of shares covered under
any options granted pursuant to the Plan shall be the next lower number of
shares, rounding all fractions downward.

    


    10.4           EMPLOYER’S
RIGHTS.  The rights and powers of any Employer shall not be
affected in any way by its participation in this Plan, including but not limited
to the right or power of any Employer to make adjustments, reclassifications,
reorganizations or changes of its capital or business structure or to merge or
to consolidate or to dissolve, liquidate or sell, or transfer all or any part of
its business or assets.

    


    10.5           LIMIT ON
LIABILITY.  No liability whatever shall attach to or be
incurred by any past, present or future stockholders, officers or directors, as
such, of the Company or any Employer, under or by reason of any of the terms,
conditions or agreements contained in this Plan or implied therefrom, and any
and all liabilities of any and all rights and claims against the Company, an
Employer, or any stockholder, officer or director as such, whether arising at
common law or in equity or created by statute or constitution or otherwise,
pertaining to this Plan, are hereby expressly waived and released by every
Participant as a part of the consideration for any benefits under this Plan;
provided, however, no waiver shall occur, solely by reason of this Section 10.5,
of any right which is not susceptible to advance waiver under applicable
law.

    


    10.6           GENDER AND
NUMBER.  For the purposes of the Plan, unless the contrary is
clearly indicated, the use of the masculine gender shall include the feminine,
and the singular number shall include the plural and vice versa.

    


    10.7           GOVERNING LAW.  The
validity, construction, interpretation, administration and effect of this Plan,
and any rules or regulations promulgated hereunder, including all rights or
privileges of any Participants hereunder, shall be governed exclusively by and
in accordance with the laws of the State of Delaware, except that

    


    
      
        
           


        

        
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    the Plan
shall be construed to the maximum extent possible to comply with Section 423 of
the Code and the Treasury Regulations promulgated thereunder.

    


    10.8           HEADINGS.  Any
headings or subheadings in this Plan are inserted for convenience of reference
only and are to be ignored in the construction of any provisions
hereof.

    


    10.9           SEVERABILITY.  If
any provision of this Plan is held by a court to be unenforceable or is deemed
invalid for any reason, then such provision shall be deemed inapplicable and
omitted, but all other provisions of this Plan shall be deemed valid and
enforceable to the full extent possible under applicable law.

    


    IN WITNESS WHEREOF, the
Employer has adopted this Plan as of the 21st day of
April, 2008, to be effective as of the Effective Date (subject to approval by
the Company’s stockholders at the 2008 Annual Meeting of
Stockholders).

    


    
      	 
      	 
      	
              BROOKDALE
      SENIOR LIVING INC.

            	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
              By:

            	
              
                  /s/
      W.E. Sheriff

              

            	 
      
	 
      	 
      	
              Name:

            	
              W.E.
      Sheriff

            	 
      
	 
      	 
      	
              Title:

            	
              Chief
      Executive Officer

            	 
      


    

     

    

      
        	
                ATTEST:

              	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
                /s/
      T. Andrew Smith

              	 
      	 
      
	
                T.
      Andrew Smith, Secretary

              	 
      	 
      


      



    
 

    


    


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