**Exhibit 10.31**

**EMPLOYMENT AGREEMENT**

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”). 

WHEREAS, the Company is desirous of employing the Executive as its General Counsel and Secretary on the terms and conditions, and for theconsideration, hereinafter set forth, and the Executive is desirous of being employed by the Company on such terms and conditions and for such consideration. 

NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS: 

1. Term. The Companyhereby agrees to continue to employ the Executive, and the Executive hereby agrees to continue to serve the Company, subject to the terms and conditions of this Agreement, for the period commencing on the Effective Date and ending on the three-yearanniversary thereof (the “Employment Period”); provided that, on such three-year anniversary of the Effective Date and each annual anniversary of such date thereafter (such date and each annual anniversary thereof, a“Renewal Date”), unless previously terminated in accordance with the provisions of Section 3 hereof, the Employment Period shall be automatically extended so as to terminate one year from such Renewal Date unless, at least 120days prior to the Renewal Date, either party shall give notice to the other that the Employment Period shall not be so extended. 

2. Terms of Employment. 

(a) Position andDuties. (i) During the Employment Period, the Executive shall serve the Company as its General Counsel and Secretary and shall perform customary and appropriate duties as may be reasonably assigned to the Executive from time to time by theCompany. The Executive shall report to the Chief Executive Officer. The Executive shall perform his services at the principal offices of the Company in the McLean, Virginia area and shall travel for business purposes to the extent reasonablynecessary or appropriate in the performance of such services. 

(ii) During the Employment Period, andexcluding any periods of vacation and sick leave to which the Executive is entitled, the Executive agrees to devote substantially all of his attention and time during normal business hours to the business and affairs of the Company and, to theextent necessary to discharge the responsibilities assigned to the Executive hereunder, to use the Executive’s reasonable best efforts to perform faithfully and efficiently such responsibilities. During the Employment Period, it shall not be aviolation of this Agreement for the Executive to serve on corporate (if approved by the Board), civic or charitable boards or committees, deliver lectures, fulfill speaking engagements or teach at educational institutions and manage personalinvestments, so long as such activities do not materially interfere with the performance of the Executive’s responsibilities in accordance with this Agreement and the Executive complies with applicable provisions of the Company’s Code ofConduct and Integrity. 

(b) Compensation. (i) Base Salary. During theEmployment Period, the Executive shall receive an annual base salary (“Annual Base Salary”) at the rate of $350,000. The Executive’s Annual Base Salary shall be reviewed at least annually by the Compensation Committee of theBoard (the “Committee”) pursuant to its normal performance review policies for senior executives. The Committee may, but shall not be required to, increase the Annual Base Salary at any time for any reason and the term “AnnualBase Salary” as utilized in this Agreement shall refer to the Annual Base Salary as increased from time to time. The Annual Base Salary shall not be reduced after any such increase, and any increase in Annual Base Salary shall not serve tolimit or reduce any other obligation to the Executive under this Agreement. 

(ii) AnnualBonus. (A) In addition to the Annual Base Salary, the Executive shall be eligible to be awarded, for each fiscal year of the Company or portion of a fiscal year beginning on or after the Effective Date, an annual bonus (the“Annual Bonus”) pursuant to the terms of the Company’s annual incentive plan, as in effect from time to time, which shall not be inconsistent with the terms of this Agreement. The target Annual Bonus shall be 100% of the rateof the Annual Base Salary (the “Target Bonus”); however, the actual Annual Bonus may vary and range from 0% to 150% of the Target Bonus, depending on actual performance of the Company and Executive. Each Annual Bonus shall be paidon the date on which annual bonuses are paid to senior executives of the Company generally, but not later than two and a half months after the end of the fiscal year for which the Annual Bonus is awarded, unless the Executive shall elect to deferthe receipt of such Annual Bonus pursuant to an arrangement that meets the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”). 

(B) The target annual bonus for the 2010 fiscal year for the Executive shall be $256,250, which reflects his target annualbonus of 75% of his $300,000 annual base salary for the first nine months of such fiscal year during which he served as Senior Vice President and Deputy General Counsel and a target annual bonus of 100% of his $350,000 annual salary for the balanceof such fiscal year during which he will be serving as General Counsel, pro-rated; however, the actual annual bonus for the 2010 fiscal year may be higher or lower than such target annual bonus depending on actual performance of the Company andExecutive as determined by the Committee in its sole discretion. 

(iii) Long-TermAwards. (A) Commencing on the next annual grant of long-term awards to senior executives of the Company following the Effective Date, the Executive shall participate in all long-term cash and equity incentive plans, practices,policies, and programs applicable generally to other senior executives of the Company. In connection with this Agreement, the Executive shall be granted an award of One Hundred Thousand (100,000) shares of restricted stock (the“Promotion Restricted Stock”) under the Company’s 2008 Omnibus Incentive Plan, as amended (the “LTIP”). The Promotion Restricted Stock shall vest as follows: 33,333 shares on October 1, 2011, 33,333shares on October 1, 2012 and 33,334 shares on October 1, 2013, subject to continued employment through the applicable vesting date. 

(iv) Welfare Benefits. The Executive and/or the Executive’s family, as the case may be, shall be eligible for participation in, and shall receive benefits under, welfare benefitplans, practices, policies and programs provided by the Company to the same extent as provided generally to similarly situated senior executives of the Company. 

 
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(v) Fringe Benefits. During the Employment Period, theExecutive shall be entitled to fringe benefits in accordance with the plans, practices, programs and policies of the Company in effect for other senior executives of the Company. The Company reserves the right to amend or cancel any such plan,practice, policy or program in its sole discretion, subject to the terms of such plan, practice, policy or program and applicable law. 

(vi) Vacation. During the Employment Period, the Executive shall be entitled to receive four weeks paid vacation per year. 

(vii) Indemnification. During and following the Employment Period, the Company shall fully indemnify theExecutive for any liability to the fullest extent applicable to any other officer or director of the Company. In addition, the Company agrees to continue and maintain, at the Company’s sole expense, a directors’ and officers’liability insurance policy covering Executive both during and, while potential liability exists, after the Employment Period that is no less favorable than the policy covering active directors and senior officers of the Company from time to time.

(viii) Expenses. During the Employment Period, the Executive shall be entitled to receive promptreimbursement for all business expenses incurred by the Executive in accordance with the Company’s business expense reimbursement policies. 

(ix) Other Benefits. During the Employment Period, the Executive shall be entitled to participate in all executive and employee benefit plans and programs of the Company on the same basis asprovided generally to other senior executives of the Company. The Company reserves the right to amend or cancel any such plan or program in its sole discretion, subject to the terms of such plan or program and applicable law. 

3. Termination of Employment. (a) Death or Disability. The Executive’s employment shall terminateautomatically upon the Executive’s death during the Employment Period. If the Disability (as defined below) of the Executive has occurred during the Employment Period, the Company may provide the Executive with written notice in accordance withSection 10(b) of this Agreement of its intention to terminate the Executive’s employment. In such event, the Executive’s employment with the Company shall terminate effective on the 30th day after receipt of such notice by theExecutive (the “Disability Effective Date”), provided that, within the thirty (30) days after such receipt, the Executive shall not have returned to full-time performance of the Executive’s duties. For purposes ofthis Agreement, “Disability” shall mean the absence of the Executive from the Executive’s duties with the Company on a full-time basis for one hundred and twenty (120) consecutive days or one hundred and eighty(180) days within any twelve month period as a result of incapacity due to mental or physical illness. 

(b) Cause. The Company may terminate the Executive’s employment during the Employment Period eitherwith or without Cause. For purposes of this Agreement, “Cause” shall mean: 

(i) TheExecutive’s willful failure to perform or substantially perform the Executive’s duties with the Company; 

 
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(ii) Illegal conduct or gross misconduct by the Executive that iswillful and demonstrably and materially injurious to the Company’s business, financial condition or reputation; 

(iii) A willful and material breach by the Executive of the Executive’s obligations under this Agreement, including without limitation the restrictive covenants and confidentiality provisionsset forth in Section 8 of the Agreement; or 

(iv) The Executive’s indictment for, or entry of aplea of guilty or nolo contendere with respect to, a felony crime or a crime involving moral turpitude, fraud, forgery, embezzlement or similar conduct. 

provided, however, that the actions in (i) and (iii) above will not be considered Cause unless the Executive has failed to cure such actions within 30 days of receiving writtennotice specifying with particularity the events allegedly giving rise to Cause. 

(c) GoodReason. The Executive’s employment may be terminated during the Employment Period by the Executive for Good Reason or by the Executive voluntarily without Good Reason. “Good Reason” means the occurrence of any one ofthe following events without the prior written consent of Executive: 

(i) A material diminution of theExecutive’s duties or responsibilities, authorities, powers or functions; 

(ii) A relocation thatwould result in the Executive’s principal location of employment being moved 35 miles or more away from his current principal location and, as a result, the Executive’s commute increasing by 35 miles or more; or 

(iii) Any material breach of this Agreement by the Company. 

provided, however, that the actions in (i) through (iii) above will not be considered Good Reasonunless the Executive shall describe the basis for the occurrence of the Good Reason event in reasonable detail in a Notice of Termination (as defined below) provided to the Company in writing within 30 days of the Executive’s knowledge of theactions giving rise to the Good Reason, and the Company has failed to cure such actions within 30 days of receiving such Notice of Termination (and if the Company does effect a cure within that period, such Notice of Termination shall beineffective). Unless the Executive gives the Company notice within 90 days of the initial existence of any event which, after any applicable notice and the lapse of any applicable 30-day grace period, would constitute Good Reason, such event willcease to be an event constituting Good Reason. 

(d) Notice of Termination. Any termination ofemployment by the Company or the Executive shall be communicated by Notice of Termination (as defined below) to the other party hereto given in accordance with Section 11(b) of this Agreement. For purposes of this Agreement, a “Noticeof Termination” shall mean a written notice that (i) indicates the termination provision in this Agreement relied upon and (ii) specifies the Date of Termination 

 
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(as defined below) if other than the date of receipt of such notice. The failure by the Company or the Executive to set forth in the Notice of Termination any fact or circumstance thatcontributes to a showing of Cause or Good Reason shall not waive any right of the Company or the Executive, respectively, hereunder or preclude the Company or the Executive, respectively, from asserting such fact or circumstance in enforcing theCompany’s or the Executive’s rights hereunder. 

(e) Date ofTermination. “Date of Termination” shall mean (i) if the Executive’s employment is terminated by the Company for Cause or other than for Cause, death or Disability, the date of receipt of the Notice of Terminationor any later date specified therein (which date shall not be more than thirty (30) days after the giving of such notice), (ii) if the Executive’s employment is terminated by reason of death or by the Company for Disability, the dateof death of the Executive or the Disability Effective Date, as the case may be, and (iii) if the Executive resigns with or without Good Reason, thirty (30) days from the date of the Company’s receipt of the Notice of Termination, orsuch later date as is mutually agreed by the Company and the Executive (subject to the Company’s right to cure in the case of a resignation for Good Reason). Notwithstanding the foregoing, in no event shall the Date of Termination occur untilthe Executive experiences a “separation from service” within the meaning of Section 409A of the Code and, notwithstanding anything contained herein to the contrary, the date on which such separation from service takes place shall bethe “Date of Termination.” 

4. Obligations of the Company upon Termination. (a) By the CompanyOther Than for Cause, Death or Disability; By the Executive for Good Reason. Subject to Section 5, if, during the Employment Period, (x) the Company shall terminate the Executive’s employment other than for Cause, death orDisability or (y) the Executive shall terminate employment for Good Reason: 

(i) the Company shallpay to the Executive the following amounts: 

(A) a lump sum cash payment within 30 days after the Date ofTermination equal to the aggregate of the following amounts: (1) the Executive’s Annual Base Salary and vacation pay through the Date of Termination, (2) the Executive’s accrued Annual Bonus for the fiscal year immediatelypreceding the fiscal year in which the Date of Termination occurs (other than any portion of such Annual Bonus that was previously deferred, which portion shall instead be paid in accordance with the applicable deferral election) if such bonus hasnot been paid as of the Date of Termination, and (3) the Executive’s business expenses that have not been reimbursed by the Company as of the Date of Termination that were incurred by the Executive prior to the Date of Termination inaccordance with the applicable Company policy, in the case of each of clauses (1) through (3), to the extent not previously paid (the sum of the amounts described in clauses (1) through (3) shall be hereinafter referred to as the“Accrued Obligations”); and 

(B) subject to the Executive’s delivery (andnon-revocation) of an executed release of claims against the Company and its officers, directors, employees and affiliates in substantially the form attached hereto as Exhibit A (the “Release”), which Release must bedelivered to the Company not later than 22 days after the Date of Termination (or such longer period of time permitted by the Company, but in no event later than the latest business day that is not more than

 
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two months after the end of the calendar year in which the Date of Termination occurs) (the “Release Deadline”), an amount equal to the sum of (x) the product of two timesthe Executive’s Annual Base Salary, plus (y) the product of 0.75 times the Executive’s Target Bonus as in effect for the fiscal year of the Company in which the Date of Termination occurs, payable in a lump sum within 30 days afterthe Date of Termination; and 

(ii) if the Executive makes a timely election to receive COBRA coverageunder Section 4980B of the Code, the Company will pay the cost of such coverage during the period it remains in effect, not to exceed 18 months following the Date of Termination (the benefits provided pursuant to this Section 4(a)(ii), the“Post-Employment Health Care Benefits”); 

(iii) if the Date of Termination occurs on orafter the second anniversary of the Effective Date, all remaining unvested shares of the Promotion Restricted Stock will vest. If the Date of Termination occurs prior to the second anniversary of the Effective Date, a number of the unvestedshares of the Promotion Restricted Stock will vest equal to the sum of (i) 33,333 shares of Promotion Restricted Stock plus (ii) 33,333 shares of Promotion Restricted Stock multiplied by a fraction, the numerator of which is the number ofdays from the latest anniversary of the Effective Date through the date of termination, and the denominator of which is 365 (rounded down to the nearest whole share). Any shares of the Promotion Restricted Stock which are not vested as of theDate of Termination (after application of this Section 4(a)(iii)) shall be forfeited immediately upon the Date of Termination. The benefits provided pursuant to this Section 4(a)(iii) (the “Equity Award VestingBenefits”) shall be subject to the Executive’s delivery of an executed Release prior to the Release Deadline (and non-revocation thereof); and 

(iv) to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or that the Executive iseligible to receive under any plan, program, policy or practice or contract or agreement of the Company and its affiliated companies through the Date of Termination (such other amounts and benefits shall be hereinafter referred to as the“Other Benefits”). 

Notwithstanding the foregoing provisions of Section 4(a)(i), in the event that the Executive is a“specified employee” (within the meaning of Section 409A of the Code and with such classification to be determined in accordance with the methodology established by the applicable employer) (a “Specified Employee”),amounts and benefits (other than the Accrued Obligations) that are deferred compensation (within the meaning of Section 409A of the Code) that would otherwise be payable or provided under Section 4(a)(i) during the six-month periodimmediately following the Date of Termination shall instead be paid, with interest on any delayed payment at the applicable federal rate provided for in Section 7872(f)(2)(A) of the Code (“Interest”), on the first business dayafter the date that is six months following the Date of Termination (the “409A Payment Date”). For the avoidance of doubt, the parties hereto acknowledge that the severance payments and benefits described in this Agreement areintended to be exempt from the operation of Section 409A of the Code and not “deferred compensation” within the meaning of Section 409A. 

(b) Death. If the Executive’s employment is terminated by reason of the Executive’s death during the Employment Period, this Agreement shall terminate without further obligations

 
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to the Executive’s legal representatives under this Agreement, other than (i) payment of Accrued Obligations, (ii) the Other Benefits and (iii) the Equity Award VestingBenefits and the Post-Employment Health Care Benefits; provided that the Post-Employment Health Care Benefits shall be provided to the qualified beneficiaries of the Executive who elect COBRA coverage. The Accrued Obligations shall be paid to theExecutive’s estate or beneficiary, as applicable, in a lump sum in cash within thirty (30) days of the Date of Termination. The term “Other Benefits” as utilized in this Section 4(b) shall include death benefits as in effecton the date of the Executive’s death with respect to senior executives of the Company. 

(c) Disability. If the Executive’s employment is terminated by reason of the Executive’s Disabilityduring the Employment Period, the Company shall provide the Executive with (i) the Accrued Obligations and the Post-Employment Health Care Benefits, (ii) the Other Benefits and (iii) subject to the Executive’s delivery of anexecuted Release prior to the Release Deadline (and non-revocation thereof), the Equity Award Vesting Benefits, and shall have no other severance obligations under this Agreement. The Accrued Obligations shall be paid to the Executive in a lump sumin cash within thirty (30) days of the Date of Termination. The term “Other Benefits” as utilized in this Section 4(c) shall include short-term and long-term disability benefits as in effect on the date of the Executive’sDisability with respect to senior executives of the Company. 

(d) Cause; By the Executive other thanfor Good Reason. If the Executive’s employment shall be terminated for Cause or the Executive’s employment shall be terminated by the Executive other than for Good Reason during the Employment Period, this Agreement shall terminatewithout further obligations to the Executive other than the obligation to provide the Executive with (i) the Accrued Obligations and, if such termination is by the Executive other than for Good Reason, the Post-Employment Health Care Benefitsand (ii) the Other Benefits; provided, however, that if the Executive’s employment shall be terminated for Cause, the term “Accrued Obligations” shall not be deemed to include the Executive’s Annual Bonus forthe fiscal year immediately preceding the fiscal year in which the Date of Termination occurs. The Accrued Obligations shall be paid to the Executive in a lump sum in cash within thirty (30) days of the Date of Termination. 

5. Change of Control. In the event that during the Employment Period the Executive’s employment is terminated by theCompany other than for Cause, death or Disability, or by the Executive for Good Reason either (x) before a Change of Control (as defined in the Company’s 2008 Omnibus Incentive Plan) but after a definitive agreement is executed, theconsummation of which would result in a Change of Control, and such termination arose in connection with or anticipation of such Change of Control, or (y) upon or within two (2) years after a Change of Control, then the Company shall payand provide to the Executive, as applicable, in lieu of the payments and benefits described in Section 4, within 30 days following the Date of Termination: 

(a) the Accrued Obligations; 

(b) a lump sum paymentequal to the product of (i) two and (ii) the sum of (A) the Annual Base Salary and (B) the average Annual Bonus received by the Executive in respect of the two fiscal years of the Company immediately preceding the fiscal year inwhich the Change 

 
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of Control occurs (or if the Date of Termination occurs before the Annual Bonus payment date in respect of such two fiscal years, the Target Bonus for the fiscal year in which the Change ofControl occurs); 

(c) an amount equal to the product of (i) the Target Bonus and (ii) afraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination and the denominator of which is 365; 

(d) the Post-Employment Health Care Benefits; 

(e) fullvesting of the Promotion Restricted Stock as of the Date of Termination; provided that this benefit shall apply even if the Date of Termination is more than two years following the Change of Control; 

and 

(f) the Other Benefits. 

Notwithstanding the foregoing provisions of Section 5, in theevent that the Executive is a Specified Employee, amounts and benefits that are deferred compensation (within the meaning of Section 409A of the Code) that would otherwise be payable or provided under Section 5 (other than the AccruedObligations) during the six-month period immediately following the Date of Termination shall instead be paid, with Interest, on the 409A Payment Date. For the avoidance of doubt, the parties hereto acknowledge that the payments and benefitsdescribed in this Section 5 are intended to be exempt from the operation of Section 409A of the Code and not “deferred compensation” within the meaning of Section 409A. 

6. Non-exclusivity of Rights. Except as specifically provided, nothing in this Agreement shall prevent or limit theExecutive’s continuing or future participation in any plan, program, policy or practice provided by the Company or any of its affiliated companies and for which the Executive qualifies pursuant to its terms, nor shall anything herein limit orotherwise affect such rights as the Executive may have under any contract or agreement with the Company or any of its affiliated companies. Amounts that are vested benefits or that the Executive is otherwise entitled to receive pursuant to the termsof any plan, program, policy or practice of or any contract or agreement with the Company or any of its affiliated companies at or subsequent to the Date of Termination shall be payable in accordance with such plan, program, policy or practice orcontract or agreement except as explicitly modified by this Agreement. 

7. No Mitigation; LegalFees. (a) In no event shall the Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to the Executive under any of the provisions of this Agreement and such amounts shallnot be reduced, regardless of whether the Executive obtains other employment. 

(b) In the event of anycontest by the Company, the Executive or others of the validity or enforceability of, or liability under, any provision of this Agreement or any guarantee of performance thereof (including as a result of any contest by the Executive about the amountof 

 
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any payment pursuant to this Agreement) (each, a “Contest”) the Company agrees to reimburse the Executive, to the full extent permitted by law, all legal fees and expenses thatthe Executive may reasonably incur at any time from the Effective Date of this Agreement through the Executive’s remaining lifetime (or, if longer, through the 20th anniversary of the Effective Date) as a result of such Contest;provided, however, that (i) if such Contest is initiated on or after a Change of Control, or a Change of Control occurs during the pendency of such Contest, reimbursement of such fees and expenses will not be provided only to theextent that the Executive is found to not have acted in good faith in bringing or defending the relevant action pursuant to a judgment, decree or order of a court of competent jurisdiction, and (ii) if such Contest is initiated prior to aChange of Control and a Change of Control does not occur during the pendency of such Contest, reimbursement of such fees and expenses shall be provided only if the Executive substantially prevails on at least one substantive issue in such Contest.In order to comply with Section 409A of the Code, in no event shall the payments by the Company under this Section 7(b) be made later than the end of the calendar year next following the calendar year in which such Contest is finallyresolved, provided, that the Executive shall have submitted an invoice for such fees and expenses at least 10 days before the end of the calendar year next following the calendar year in which such Contest is finally resolved. The amount ofsuch legal fees and expenses that the Company is obligated to pay in any given calendar year shall not affect the legal fees and expenses that the Company is obligated to pay in any other calendar year, and the Executive’s right to have theCompany pay such legal fees and expenses may not be liquidated or exchanged for any other benefit. 

8. RestrictiveCovenants. (a) Confidential Information. During the Employment Period and thereafter, the Executive shall keep secret and retain in the strictest confidence, and shall hold in a fiduciary capacity for the benefit of the Companyall secret or confidential information, knowledge or data relating to the Company or any of its affiliated companies, and their respective businesses, including without limitation, any data, information, ideas, knowledge and papers pertaining to thecustomers, prospective customers, prospective products or business methods of the Company, including without limitation the business methods, plans and procedures of the Company, that shall have been obtained by the Executive during theExecutive’s employment by the Company or any of its affiliated companies and that shall not be or become public knowledge (other than by acts by the Executive or representatives of the Executive in violation of this Agreement). Aftertermination of the Executive’s employment with the Company, the Executive shall not, without the prior written consent of the Company or as may otherwise be required by law or legal process after reasonable advance written notice to theCompany, use communicate or divulge any such information, knowledge or data, directly or indirectly, to anyone other than the Company and those designated by it. 

(b) Non-competition. During the period commencing on the Effective Date and ending on the two-yearanniversary of the Date of Termination (the “Covenant Period”), the Executive shall not engage in, have an interest in, or otherwise be employed by or associate with (whether as an owner, operator, partner, member, manager,employee, officer, director, consultant, advisor, lender, representative, or otherwise), or permit his name to be used in connection with the activities of, any business or organization engaged in the senior assisted living business in anygeographic area in which the Company now has, or, as of the Date of Termination shall have publicly announced plans to establish, a senior living facility owned, operated or advised for 

 
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compensation by the Company or an affiliate thereof, other than for or on behalf of, or at the request of, the Company or any affiliate; provided, that (i) passive ownership of lessthan two percent (2%) of the outstanding stock of any publicly traded corporation shall not be deemed to be a violation of this Section 8(b) solely by reason thereof and (ii) solely for purposes of this Section 8(b) (and not forpurposes of any other provision of this Agreement), the Covenant Period shall expire six months following the Date of Termination if the Date of Termination occurs at the expiration of the Employment Period following the Company giving notice to theExecutive pursuant to Section 1 that the Employment Period shall not be extended. 

(c) Non-solicitation of Employees. During the Covenant Period, the Executive shall not, directly orindirectly, (i) induce or attempt to induce any employee of the Company to leave the employ of the Company or in any way interfere with the relationship between the Company, on the one hand, and any employee thereof, on the other hand,(ii) hire any person who was an employee of the Company until six (6) months after such individual’s employment relationship with the Company has been terminated or (iii) induce or attempt to induce any customer, supplier,licensee or other business relation of the Company to cease doing business with the Company, or in any way interfere with the relationship between any such customer, supplier, licensee or business relation, on the one hand, and the Company, on theother hand; provided that solicitations incidental to general advertising or other general solicitations in the ordinary course not specifically targeted at such persons and employment of any person not otherwise solicited in violation hereofshall not be considered a violation of this Section 8(c). 

(d) Non-Disparagement. TheExecutive agrees not to make any disparaging, negative, or defamatory comments about the Company including the Company’s business, its directors, officers, employees, parents, subsidiaries, partners, affiliates, operating divisions,representatives or agents, or any of them, whether written, oral, or electronic. In particular, the Executive agrees to make no public or private statements including, but not limited to, press releases, statements to journalists, employees,prospective employers, interviews, editorials, commentaries, speeches or conversations, that disparage or may disparage the Company’s business, are critical of the Company or its business, or would cast the Company or its business in a negativelight. In addition to the confidentiality requirements set forth in this Agreement and those imposed by law, the Executive further agrees not to provide any third party, directly or indirectly, with any documents, papers, recordings, e-mail,internet postings, or other written or recorded communications referring or relating the Company’s business, that would support, directly or indirectly, any disparaging, negative or defamatory statement, whether written or oral. 

(e) Prior Notice Required. The Executive hereby agrees that, prior to accepting employment with any otherperson or entity during the Covenant Period, the Executive will provide such prospective employer with written notice of the provisions of this Agreement, with a copy of such notice delivered simultaneously to the Chief Executive Officer of theCompany. 

(f) Return Of Company Property/Passwords. The Executive hereby expressly covenants andagrees that following termination of the Executive’s employment with the Company for any reason or at any time upon the Company’s request, the Executive will promptly return to the Company all property of the Company in his possession orcontrol (whether maintained at his office, home or elsewhere), including, without limitation, all 

 
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Company passwords, credit cards, keys, beepers, laptop computers, cell phones and all copies of all management studies, business or strategic plans, budgets, notebooks and other printed, typed orwritten materials, documents, diaries, calendars and data of or relating to the Company or its personnel or affairs. 

(g) Executive Covenants Generally. 

(i) TheExecutive’s covenants as set forth in this Section 8 are from time to time referred to herein as the “Executive Covenants.” If any of the Executive Covenants is finally held to be invalid, illegal or unenforceable (whetherin whole or in part), such Executive Covenant shall be deemed modified to the extent, but only to the extent, of such invalidity, illegality or unenforceability and the remaining Executive Covenants shall not be affected thereby; provided,however, that if any of the Executive Covenants is finally held to be invalid, illegal or unenforceable because it exceeds the maximum scope determined to be acceptable to permit such provision to be enforceable, such Executive Covenant willbe deemed to be modified to the minimum extent necessary to modify such scope in order to make such provision enforceable hereunder. 

(ii) The Executive understands that the foregoing restrictions may limit his ability to earn a livelihood in a business similar to the business of the Company and its controlled affiliates, but theExecutive nevertheless believes that he has received and will receive sufficient consideration and other benefits as an employee of the Company and as otherwise provided hereunder to clearly justify such restrictions which, in any event (given hiseducation, skills and ability), the Executive does not believe would prevent him from otherwise earning a living. The Executive has carefully considered the nature and extent of the restrictions placed upon him by this Section 8, and herebyacknowledges and agrees that the same are reasonable in time and territory and do not confer a benefit upon the Company disproportionate to the detriment of the Executive. 

(h) Enforcement. Because the Executive’s services are unique and because the Executive has access toconfidential information, the parties hereto agree that money damages would be an inadequate remedy for any breach of this Section 8. Therefore, in the event of a breach or threatened breach of this Section 8, the Company or its respectivesuccessors or assigns may, in addition to other rights and remedies existing in their favor at law or in equity, apply to any court of competent jurisdiction for specific performance and/or injunctive relief in order to enforce, or prevent anyviolations of, the provisions hereof (without posting a bond or other security) or require the Executive to account for and pay over to the Company all compensation, profits, moneys, accruals or other benefits derived from or received as a result ofany transactions constituting a breach of the covenants contained herein, if and when final judgment of a court of competent jurisdiction is so entered against the Executive. 

(i) Interpretation. For purposes of this Section 8, references to “the Company” shall mean theCompany as hereinbefore defined and any of its controlled affiliated companies. 

9. Successors. (a) ThisAgreement is personal to the Executive and without the prior written consent of the Company shall not be assignable by the Executive otherwise than by will 

 
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or the laws of descent and distribution. This Agreement shall inure to the benefit of and be enforceable by the Executive’s legal representatives. 

(b) This Agreement shall inure to the benefit of and be binding upon the Company and its successors and assigns.

(c) The Company will require any successor (whether direct or indirect, by purchase, merger,consolidation or otherwise) to all or substantially all of the business and/or assets of the Company to assume expressly and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform itif no such succession had taken place. As used in this Agreement, “Company” shall mean the Company as hereinbefore defined and any successor to its business and/or assets as aforesaid that assumes and agrees to perform this Agreement byoperation of law or otherwise. As used in this Agreement, the term “affiliated companies” shall include any company controlled by, controlling or under common control with the Company. 

10. Miscellaneous. (a) This Agreement shall be governed by and construed in accordance with the laws of the Commonwealthof Virginia, without reference to principles of conflict of laws. The captions of this Agreement are not part of the provisions hereof and shall have no force or effect. This Agreement may not be amended or modified otherwise than by a writtenagreement executed by the parties hereto or their respective successors and legal representatives. From and after the Effective Date, this Agreement shall supersede and replace any other employment agreement between the parties with respect to thesubject matter hereof in effect immediately prior to the execution of this Agreement, and the Executive shall not be entitled to any severance pay or benefits under any other severance plan, program or policy of the Company and the affiliatedcompanies. 

(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: 

 

If to the Executive:
  At the most recent address  on file at the Company.
If to the Company:
  Sunrise Senior Living, Inc.  7900 Westpark Drive, Suite T-900  McLean, Virginia 22102  Attention: Chief Executive Officer
or to such otheraddress as either party shall have furnished to the other in writing in accordance herewith. Notice and communications shall be effective when actually received by the addressee. 

(c) The invalidity or unenforceability of any provision of this Agreement shall not affect the validity orenforceability of any other provision of this Agreement. 

 
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(d) The Company may withhold from any amounts payable under thisAgreement such federal, state, local or foreign taxes as shall be required to be withheld pursuant to any applicable law or regulation. 

(e) The Executive’s or the Company’s failure to insist upon strict compliance with any provision of this Agreement or the failure to assert any right the Executive or the Company may havehereunder shall not be deemed to be a waiver of such provision or right or any other provision or right of this Agreement. 

(f) Any provision of this Agreement that by its terms continues after the expiration of the Employment Period or the termination of the Executive’s employment shall survive in accordance withits terms. 

(g) The Agreement is intended to comply with the requirements of Section 409A of the Codeor an exemption or exclusion therefrom and shall in all respects be administered in accordance with Section 409A of the Code. The Company and the Executive mutually intend to structure the payments and benefits described in this Agreement, andthe Executive’s other compensation, to be exempt from or to comply with the requirements of Section 409A of the Code to the extent applicable. Each payment under this Agreement shall be treated as a separate payment for purposes ofSection 409A of the Code. In no event may the Executive, directly or indirectly, designate the calendar year of any payment to be made under this Agreement. If the Executive dies following the Date of Termination and prior to the payment of theany amounts delayed on account of Section 409A of the Code, such amounts shall be paid to the personal representative of the Executive’s estate within 30 days after the date of the Executive’s death. All reimbursements and in-kindbenefits provided under this Agreement that constitute deferred compensation within the meaning of Section 409A shall be made or provided in accordance with the requirements of Section 409A of the Code, including, without limitation, that(i) in no event shall reimbursements by the Company under this Agreement be made later than the end of the calendar year next following the calendar year in which the applicable fees and expenses were incurred, provided, that theExecutive shall have submitted an invoice for such fees and expenses at least 10 days before the end of the calendar year next following the calendar year in which such fees and expenses were incurred; (ii) the amount of in-kind benefits andthe Company is obligated to pay or provide in any given calendar year shall not affect the in-kind benefits that the Company is obligated to pay or provide in any other calendar year; (iii) the Executive’s right to have the Company pay orprovide such reimbursements and in-kind benefits may not be liquidated or exchanged for any other benefit; and (v) in no event shall the Company’s obligations to make such reimbursements or to provide such in-kind benefits apply later thanthe Executive’s remaining lifetime (or if longer, through the 20th anniversary of the Effective Date). Prior to a Change of Control but within the time period permitted by the applicable Treasury Regulations, the Company may, in consultationwith the Executive, modify the Agreement, in the least restrictive manner necessary and without any diminution in the value of the payments to the Executive, in order to cause the provisions of the Agreement to comply with the requirements ofSection 409A of the Code, so as to avoid the imposition of taxes and penalties on the Executive pursuant to Section 409A of the Code. 

 
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11. Recoupment. (a) In the event of a restatement of theCompany’s consolidated financial statements (occurring after the Effective Date) that reduces previously reported net income or increases previously reported net loss, the Company shall have the right to take appropriate action to recoup fromthe Executive any portion of any bonus and other equity or non-equity compensation received by the Executive the grant of which was tied to the achievement of one or more specific earnings targets (e.g., revenue, gain on sale, equity in earnings inunconsolidated communities, G&A expense, operating income, net income, etc.), with respect to the period for which such financial statements are or will be restated, regardless of whether the Executive engaged in any misconduct or was at faultor responsible in any way for causing the restatement, if, as a result of such restatement, the Executive otherwise would not have received such bonus or other compensation (or portion thereof). In the event the Company is entitled to, and seeks,recoupment under this Section 11, the Executive shall promptly reimburse the portion of such bonus or other compensation which the Company is entitled to recoup hereunder. In the event the Executive fails to make prompt reimbursement of anysuch bonus or other compensation which the Company is entitled to recoup and as to which the Company seeks recoupment hereunder, the Executive acknowledges and agrees that the company shall have the right to (i) deduct the amount to bereimbursed hereunder from the compensation or other payments due to the Executive from the Company or (ii) to take any other appropriate action to recoup such payments. 

(b) The Executive acknowledges that the Company does not waive its right to seek recoupment of any bonuses andpayments as described under this Section 11 for failure to demand repayment or reduce the payments made to the Executive. Any such waiver must be done in a writing that is signed by both the Company and the Executive. 

(c) The rights contained in this Section 11 shall be in addition to, and shall not limit, any other rights orremedies that the Company may have under law or in equity, including, without limitation, any rights the Company may have under any other Company recoupment policy or other agreement or arrangement with the Executive. 

IN WITNESS WHEREOF, the Executive has hereunto set the Executive’s hand and, pursuant to the authorization from its Board, theCompany has caused these presents to be executed in its name on its behalf, all as of the day and year first above written. 

 
SUNRISE SENIOR LIVING, INC.By: /s/ Mark S. OrdanName: Mark S. OrdanTitle: Chief Executive Officer
 
/s/ David HaddockDAVID HADDOCK
 
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**EXHIBIT A**

This General Release of all Claims (this “Agreement”) is entered into on            , 20     by             (the “Executive”) and SunriseSenior Living, Inc., a Delaware corporation (the “Company”). 

In consideration of the promises set forth inthe Employment Agreement between the Executive and the Company, effective October 1, 2010 (the “Employment Agreement”), the Executive agrees as follows: 

1. General Release and Waiver of Claims. 

(a) Release. In consideration of the payments and benefits provided to the Executive under the EmploymentAgreement and after consultation with counsel, the Executive and each of the Executive’s respective heirs, executors, administrators, representatives, agents, successors and assigns (collectively, the “Releasors”) herebyirrevocably and unconditionally release and forever discharge the Company and its subsidiaries and affiliates and each of their respective officers, employees, directors, shareholders and agents (“Releasees”) from any and allclaims, actions, causes of action, rights, judgments, obligations, damages, demands, accountings or liabilities of whatever kind or character (collectively, “Claims”), including, without limitation, any Claims under any federal,state, local or foreign law, that the Releasors may have, or in the future may possess, arising out (i) of the Executive’s employment relationship with and service as an employee, officer or director of the Company, and the termination ofsuch relationship or service and (ii) any event, condition, circumstance or obligation that occurred, existed or arose on or prior to the date hereof; provided, however, that notwithstanding anything else herein to the contrary,this Agreement shall not affect: the obligations of the Company or the Executive set forth in the Employment Agreement or other obligations that, in each case, by their terms, are to be performed after the date hereof by the Company or the Executive(including, without limitation, obligations to the Executive under the Employment Agreement for any severance or similar payments or benefits, under any stock option, stock or equity-based award, plan or agreements, or payments or obligations underany pension plan or other benefit or deferred compensation plan, all of which shall remain in effect in accordance with their terms); any indemnification or similar rights the Executive has as a current or former officer or director of the Company,including, without limitation, any and all rights thereto referenced in the Employment Agreement, the Company’s bylaws, other governance documents, or any rights with respect to directors’ and officers’ insurance policies; theExecutive’s right to reimbursement of business expenses; and any Claims the Releasors may have against the Releasees in the event that the Company or any member of the Releasees brings any Claims against the Executive or any member of theReleasors. 

(b) Specific Release of ADEA Claims. In further consideration of the payments andbenefits provided to the Executive under the Employment Agreement, the Releasors 

 
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hereby unconditionally release and forever discharge the Releasees from any and all Claims that the Releasors may have as of the date the Executive signs this Agreement arising under the FederalAge Discrimination in Employment Act of 1967, as amended, and the applicable rules and regulations promulgated thereunder (“ADEA”). By signing this Agreement, the Executive hereby acknowledges and confirms the following:(i) the Executive was advised by the Company in connection with his termination to consult with an attorney of his choice prior to signing this Agreement and to have such attorney explain to the Executive the terms of this Agreement, including,without limitation, the terms relating to the Executive’s release of claims arising under ADEA, and the Executive has in fact consulted with an attorney; (ii) the Executive was given a period of not fewer than 21 days to consider the termsof this Agreement and to consult with an attorney of his choosing with respect thereto; and (iii) the Executive knowingly and voluntarily accepts the terms of this Agreement. The Executive also understands that he has seven (7) daysfollowing the date on which he signs this Agreement within which to revoke the release contained in this paragraph, by providing the Company a written notice of his revocation of the release and waiver contained in this paragraph. 

(c) No Assignment. The Executive represents and warrants that he has not assigned any of the Claims beingreleased under this Agreement. 

2. Proceedings. The Executive has not filed, and agrees not to initiate or cause to be initiatedon his behalf, any complaint, charge, claim or proceeding against the Releasees before any local, state or federal agency, court or other body, other than with respect to the obligations of the Company to the Executive under the Employment Agreementor in respect of any other matter described in the proviso to Section 1(a) (each, individually, a “Proceeding”), and agrees not to participate voluntarily in any Proceeding. The Executive waives any right he may have to benefitin any manner from any relief (whether monetary or otherwise) arising out of any Proceeding. 

3. Remedies. In the event theExecutive initiates or voluntarily participates in any Proceeding following his receipt of written notice from the Company and a failure to cease such participation within 30 days following receipt of such notice, or if he revokes the ADEA releasecontained in Paragraph 1(c) of this Agreement within the seven-day period provided under Paragraph 1(c), the Company may, in addition to any other remedies it may have, reclaim any amounts paid to him under the termination provisions of theEmployment Agreement (including for this purpose stock or proceeds from the sale of stock purchased upon the exercise of stock options or delivered upon the vesting of another equity-based compensation award, to the extent the vesting of such stockoption or other award accelerated on account of the Executive’s termination of employment) or terminate any benefits or payments that are subsequently due under the Employment Agreement, without waiving the release granted herein. 

The Executive understands that by entering into this Agreement he will be limiting the availability of certain remedies that he may haveagainst the Company and limiting also his ability to pursue certain claims against the Company. 

 
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4. Severability Clause. In the event any provision or part of this Agreement is found to beinvalid or unenforceable, only that particular provision or part so found, and not the entire Agreement, will be inoperative. 

5. Nonadmission. Nothing contained in this Agreement will be deemed or construed as an admission of wrongdoing or liability on the part ofthe Company. 

6. Governing Law. All matters affecting this Agreement, including the validity thereof, are to be governed by, andinterpreted and construed in accordance with, the laws of the Commonwealth of Virginia applicable to contracts executed in and to be performed in that State. 

7. Notices. All notices or communications hereunder shall be in writing, addressed as provided in Section 11(b) of the Employment Agreement. 

**THE EXECUTIVE ACKNOWLEDGES THAT HE HAS READ THIS AGREEMENT AND THAT HE FULLY KNOWS, UNDERSTANDS AND APPRECIATES ITSCONTENTS, AND THAT HE HEREBY EXECUTES THE SAME AND MAKES THIS AGREEMENT AND THE RELEASE AND AGREEMENTS PROVIDED FOR HEREIN VOLUNTARILY AND OF HIS OWN FREE WILL.**

IN WITNESS WHEREOF, the Executive has executed this Agreement on the date first set forth below. 

 
**THE EXECUTIVE**   Date of Execution:                    
 
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