Company in the Company’s sole discretion, provided that (i) the cost of suchoutplacement services shall not exceed $9,000; (ii) such outplacement services shall commencewithin one year after the Date of Termination and shall end not later than the last day of thesecond calendar year that begins after the Date of Termination; (iii) the amount of outplacementservices that the Company is obligated to provide in any given calendar year shall not affect theoutplacement services that the Company is obligated to pay or provide in any other calendar year;and (iv) the Executive’s right to the outplacement services may not be liquidated or exchanged forany other benefit.          (d) Notwithstanding anything in this Agreement to the contrary, the Executive acknowledges andagrees that, unless and until the Executive executes and, prior to the Revocation Deadline does notrevoke, the Release, he shall have no right to any payments or benefits under the Prior Agreementin respect of the termination of his employment or under this Agreement.          2. Survival. Notwithstanding anything herein to the contrary, Section 8 (RestrictiveCovenants) and Section 12 (Recoupment) of the Prior Agreement shall remain in full force and effectin accordance with the terms thereof, except that, notwithstanding anything to the contrary in thePrior Agreement, the Covenant Period (as defined in the Prior Agreement) for purposes of Section8(b) of the Prior Agreement (entitled “Non-competition”) shall end on the one-year anniversary ofthe Date of Termination (it being understood that the Covenant Period for purposes of Section 8(c)of the Prior Agreement (entitled “Non-solicitation of Employees”) shall end on the two-yearanniversary of the Date of Termination).          3. Successors. This Agreement is personal to the Executive and without the priorwritten consent of the Company shall not be assignable by the Executive otherwise than by will orthe laws of descent and distribution. The Company shall each require any successor (whether director indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of itsbusiness and/or assets to assume expressly and agree to perform this Agreement in the same mannerand to the same extent that the Company would be required to perform it if no such succession hadtaken place. As used in this Agreement, the “Company” shall mean the Company as hereinbeforedefined and any successor to its businesses and/or assets which assumes and agrees to perform thisAgreement by operation of law, or otherwise.          4. Miscellaneous.          (a) This Agreement shall be governed by and construed in accordance with the laws of theCommonwealth of Virginia, without reference to principles of conflict of laws. The captions ofthis Agreement are not part of the provisions hereof and shall have no force or effect. ThisAgreement may not be amended or modified otherwise than by a written agreement executed by theparties hereto or their respective successors and legal representatives.          (b) All notices and other communications hereunder shall be in writing and shall be given byhand delivery to the other party or by registered or certified mail, return receipt requested,postage prepaid, addressed as follows:
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          If to the Executive:          To the most recent address on file with the Company          If to the Company:Sunrise Senior Living, Inc.