EMERITUS
CORPORATION
  NONCOMPETITION
AGREEMENT
  
  THIS
NONCOMPETITION AGREEMENT ("Agreement") is entered into as of this 10th day of
April, 2009 between EMERITUS CORPORATION, a Washington corporation (the
"Company") and GRANGER COBB ("Executive").
  RECITALS
  A.           The
Company is engaged in the business of owning, leasing, operating and managing
assisted living communities.
  B.           Executive
is the President and Co-Chief Executive Officer of the Company.
  C.           Executive
recognizes that it is desirable and in the best interests of the Company that he
agree not to compete with the Company.
  D.           The
parties hereto intend to be legally bound hereby.
  
 NOW,
THEREFORE, for good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the Parties agree as follows:
  1.
              Noncompetition
  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
assisted 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 "assisted living community" means any facility
or other institution, however named, which is advertised or maintained for
lodging, daily meal service and assistance with the activities of daily living
for
  
   seniors,
as generally represented by the assisted 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 this Section 3 of the 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.
  2
   4.           Consideration
  In
consideration for the promises by Executive, the Company agrees to purchase
Executive’s residence in Orinda, California for $3,433,333.00, the fair market
value determined by independent appraisals.
  5.
              Remedies
  The
parties agree that legal remedies may well be inadequate to compensate for the
unique losses to be suffered in the event of a breach hereof, and that the
damaged party shall be entitled to seek and obtain specific performance of the
terms of this Agreement, as well as all remedies permitted by law.
  6.
              Effectiveness
  This
Agreement shall become effective as of the date hereof and shall remain
effective until one year following the expiration of Executive’s Employment
Agreement with the Company dated August 31, 2007 (the "Expiration
Date").
  7.
              Cumulative
      Rights; Survival
  Each and
all of the various rights, powers and remedies of the parties hereto shall be
considered as cumulative with and in addition to any rights, powers or remedies
of the Company and no one of them shall be deemed exclusive of the others or
exclusive of any of the other rights, powers and remedies allowed by
law.  The exercise or partial exercise of any right, power or remedy
shall neither constitute the election thereof nor the waiver of any other right,
power or remedy.  The terms of this Agreement shall survive in their
entirety in the event of any termination of the Executive’s employment with the
Company prior to the Expiration Date.
  8.
              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.
  3
   9.
              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.
  10.
              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.
  11.
              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.
  12.
              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/ Daniel R.
Baty
  Daniel
R. Baty, Co-Chief Executive Officer and Chairman
  
  EXECUTIVE
 
 
  /s/ Granger
Cobb
  Granger
Cobb
  4