EMERITUS
CORPORATION
  NON-COMPETITION
AGREEMENT
  
  THIS
NON-COMPETITION AGREEMENT ("Agreement") is entered into as of this 20th day of
November, 2009 between EMERITUS CORPORATION, a Washington corporation (the
"Company") and Rob Bateman ("Executive").
  RECITALS
  A.           The
Company is engaged in the business of owning, leasing, operating and managing
senior living communities.
  B.           Executive
is the Executive Vice President - Finance and the Chief Financial Officer for
the Company.
  C.           
In the course of Executive's employment with the Company, Executive has
acquired, or will acquire, valuable knowledge concerning the Company's business
that is not generally known to the public.
  D.           Through
Executive's association with the Company, Executive will develop and/or enhance
Executive's relationships with certain customers, vendors and suppliers of the
Company.
  E.           Executive
acknowledges that the Company will suffer great harm if Executive were to use
such knowledge and/or relationships to compete with the Company.
  F.           Therefore,
Executive recognizes that it is desirable and in the best interests of the
Company that he agree not to compete with the Company.
  G.           The
parties hereto intend to be legally bound hereby.
  
 NOW,
THEREFORE, in consideration of employment by the company and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Parties agree as follows:
  1.
              Non-competition
  Executive
shall not, during his employment by the Company and for a period of one year
from the date on which his employment terminates for any reason, directly or
indirectly be employed by, own, manage, operate, join, control or participate in
the ownership, management, operation or control of, or otherwise be connected
with, any business engaged in the ownership, leasing, operation or management of
senior living communities in the United States and Canada; provided, however,
that nothing herein shall prevent the purchase or ownership by Executive
of
  
  (i)
shares which constitute less than five percent of the outstanding equity
securities of a publicly held corporation, or (ii) up to a 10% interest as a
limited partner of a limited partnership or a member of a limited liability
company holding substantially the same rights as a limited partner in a limited
partnership  The term "senior living community" means any facility or
other institution, however named, which is advertised or maintained for lodging,
daily meal service and/or assistance with the activities of daily living for
seniors, as generally represented by the senior living communities operated by
the Company.
  2.
              Non-Solicitation
      of Employees and Customers
  During
his employment by the Company and for a period of one year from the date on
which his employment terminates for any reason, Executive shall not, directly or
indirectly, (a) induce or attempt to induce, any employee or independent
contractor of the Company to cease such employment or relationship, or (b)
solicit, divert, appropriate to or accept on behalf of himself or any other
business, any business from any customer or prospective customer of the Company
with whom Executive has dealt, whose dealings with the Company have been
supervised by Executive about whom Executive has Confidential Information
(defined below) in the course of his employment.
  3.           Confidential
Information
  The
Company will be the exclusive owner of all Confidential Information (defined
below).  Executive agrees to assign and transfer to the Company all
rights and ownership that he has or will have in Confidential
Information.  Further, Executive waives any moral rights that he may
have in any Confidential Information.  Executive will take such action
(including signature and assistance in preparation of documents or the giving of
testimony) as may be requested by the Company to evidence, transfer, vest or
confirm the Company’s rights and ownership in Confidential
Information.  Except as required for performance of Executive’s work
for the Company or as authorized in writing by the Company, Executive will not
use, disclose, publish or distribute any Confidential Information.
  For
purposes of Section 3 of this Agreement, "Confidential Information" means any
information that (a) relates to the business of the Company, (b) is not
generally available to the public, and (c) is conceived, compiled, developed,
discovered or received by, or made available to, Executive during his term of
employment with the Company.  Confidential Information includes
information, both written and oral, relating to inventions, trade secrets and
other proprietary information, technical data, products, services, finances,
business plans, marketing plans, legal affairs, suppliers, clients, prospects,
opportunities, contracts or assets of the Company.  Confidential
Information also includes any information which has been made available to the
Company by or with respect to third parties and which the Company is obligated
to keep confidential.
  4.           
Return of
Property
  Executive
agrees to deliver to the Company upon the cessation of employment, and at any
other time upon the Company's request, (i) all memoranda, notes, records,
computer programs, computer files, drawings, or other documentation, whether
made or compiled by the
  
  Executive
alone or with others or made available to Executive while employed by the
Company, pertaining to Confidential Information, or other proprietary
information of the Company and (ii) all Confidential Information and proprietary
information of the Company in the Executive’s possession.
  5.           Consideration
  In
consideration for the promises by Executive, the company offers employment as
outlined in the offer letter dated November 20, 2009.
  6.
              Remedies
  Executive
understands, acknowledges, and agrees that in the event of a breach or
threatened breach of any of the covenants and promises contained in this
Agreement the Company shall suffer irreparable injury for which there is no
adequate remedy at law, and the Company will therefore be entitled to injunctive
relief from a court enjoining said breach or threatened breach. Executive
further acknowledges that the Company also shall have the right to seek a remedy
at law as well as or in lieu of equitable relief in the event of any such
breach.
  The
parties agree that if the enforceability of this Agreement is litigated, the
Company will be entitled to enforcement of the non-competition and
non-solicitation provisions above regardless of when the matter is finally
adjudicated. In other words, the parties recognize that there would necessarily
be a delay between the time Executive’s employment ends and any effort to
enforce this agreement through legal action. The parties agree that any such
delay between the time Executive’s employment ends and final adjudication of any
claims would not render enforcement of this Agreement moot. Thus, the parties
agree that if the Company prevailed in enforcing this Agreement, the Company
would be entitled to enforcement of the non-competition and non-solicitation
provisions for the one-year period the parties have bargained for, as stated in
paragraphs 1 and 2 above.  The rights and remedies of the Company set
forth herein are cumulative and shall not be deemed to exclude any other rights
or remedies which the Company may have, including, without limitation, rights
and remedies available to the Company under the Washington State Uniform Trade
Secrets Act (RCW 19.108.010 et seq.).
  7.
              Governing
      Law; Venue; Attorneys' Fees
  This
Agreement shall be governed by and construed in accordance with the laws of the
state of Washington.  Executive irrevocably consents to the
jurisdiction and venue of the state and federal courts located in Seattle,
Washington in connection with any action relating to this Agreement and
covenants that he will not bring any action relating to this Agreement in any
other court.  In any action to enforce this Agreement, the
substantially prevailing party shall be entitled to recover reasonable
attorneys' fees and costs.
  8.
              Severability
  Each
provision of this Agreement shall be construed and considered separate and
severable from the validity and enforceability of the other provisions
hereof.  Each provision hereof shall be enforced to the fullest extent
permitted by law, and any court interpreting or
  
  applying
the provisions hereof is authorized and directed to narrow the scope of any
invalid provision hereof to the extent necessary so that its application and
enforcement will be lawful.
  9.
              Titles
      and Headings
  Titles
and headings to sections hereof are for purposes of reference only and shall in
no way limit, define or otherwise affect the provisions hereof.
  10.
              Counterparts
  This
Agreement may be executed in any number of counterparts, each of which, when so
executed and delivered, shall be deemed to be an original and all of which,
taken together, shall constitute one and the same instrument.
  11.
              Entire
      Agreement
  This
Agreement contains the entire agreement of the parties hereto and may be
modified or amended only by a written instrument executed by all such
parties.
  IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date
first above written.
  
  EMERITUS
CORPORATION
  
  By       /s/Granger
Cobb
  Granger
Cobb, President and Co-Chief
Executive    Officer
  
  EXECUTIVE
 
 
  /s/ Rob
Bateman
  Rob
Bateman