SUNRISE SENIOR LIVING EXECUTIVE DEFERRED COMPENSATION PLAN

ARTICLE 1 — Definitions

1

1.1

Annual Deferral

1

1.2

Beneficiary

1

1.3

Code

1

1.4

Committee

1

1.5

Company

1

1.6

Compensation

1

1.7

Crediting Rate

1

1.8

Deferral Account

1

1.9

Deferral Contribution Period

1

1.10

Deferral Commitment or Deferral Unit

2

1.11

Deferral Election Form

2

1.12

Eligible Employee

2

1.13

Employer

2

1.14

Employer Contribution Credit

2

1.15

ERISA

2

1.16

Participant

2

1.17

Plan

2

1.18

Plan Year

2

1.19

Separation from Service

2

1.20

Specified Employee

3

1.21

Unforeseeable Emergency

3

1.22

Valuation Date

3

1.23

Vesting Schedule

3

ARTICLE 2 — Participation

4

2.1

Deferral Election Form

4

2.2

Initial Eligibility

4

2.3

Performance-Based Compensation

4

2.4

Continuation of Participation

4

2.5

Suspension of Deferral Commitment

4

ARTICLE 3 — Form of Deferral Commitments

5

3.1

Minimum Deferral Commitment

5

3.2

Maximum Deferral Commitment

5

ARTICLE 4 — Deferral Accounts

5

4.1

Deferral Accounts

5

4.2

Investment of Deferral Accounts

5

4.3

Statements of Account

5

4.4

Vesting of Deferral Accounts

6

ARTICLE 5 — Employer Contributions

6

5.1

Employer Contribution Credits

6

5.2

Vesting

6

ARTICLE 6 — Payment of Benefits

6

6.1

Payment of Benefits

6

6.2

Form of Benefits

6

6.3

In-Service Distributions

6

6.4

Further Deferrals

7

6.5

Unforeseeable Emergency Distributions

7

ARTICLE 7 — Survivor Benefits

7

7.1

Pre—Retirement Survivor Benefit

8

ARTICLE 8 — Administration of the Plan

8

8.1

Administration

8

8.2

Determination of Benefits

8

8.3

Liability for Benefit Payments

8

8.4

Expenses

8

ARTICLE 9 — Beneficiary Designation

9

9.1

Beneficiary Designation

9

9.2

New Beneficiary Designation

9

9.3

Failure to Designate Beneficiary

9

9.4

Proper Beneficiary

9

ARTICLE 10 — Amendment and Termination of the Plan

9

10.1

Amendment of the Plan

9

10.2

Termination of the Plan

9

ARTICLE 11 — General Provisions

10

11.1

Nonassignability

10

11.2

Participant’s Rights Unsecured

10

11.3

Protective Provisions

10

11.4

Tax Liability

10

11.5

Successors of the Company

10

11.6

ERISA Plan

11

11.7

Domestic Relations Orders

11

11.8

Employment Not Guaranteed

11

11.9

Construction

11

11.10

Severability

11

11.11

Incapacity of Recipient

11

11.12

Applicable Law

11

11.13

Payment Upon Income Inclusion

12

11.14

Notice

12

11.15

Arbitration

12

11.16

Compliance with Section 409A

12

11.17

No Guarantee of Benefits

12

11.18

Mergers/Account Transfers

12

1.1

Annual Deferral. Annual Deferral shall mean the amount of Compensation that the Participant elects to defer under the Deferral Commitment pursuant to Article 3 of the Plan.

1.2

Beneficiary. Beneficiary shall mean the person or persons or entity designated as such in accordance with Article 9 of the Plan.

1.3

Code . Code shall mean the Internal Revenue Code of 1986 and any regulations thereunder, as amended from time to time.

1.4

Committee. Committee shall mean the committee appointed by the Company to administer the Plan pursuant to Article 8 of the Plan.

1.5

Company. Company shall mean Sunrise Senior Living, Inc. and its successor.

1.6

Compensation. Compensation shall mean a Participant’s base salary and such bonuses (and other compensation items) as may be designated by the Committee in its sole discretion for the Deferral Contribution Period (and reflected in the applicable Deferral Election Form), before reductions for deferrals.

1.7

Crediting Rate. Crediting Rate shall mean those investment alternatives designated by the Committee from time to time for determining the earnings (or investment gain or loss) to be credited to a Participant’s Deferral Account. The Committee, in its sole discretion, shall establish such rules and requirements as it deems necessary or appropriate (in its sole discretion) for applying, and (if applicable) permitting Participants to make elections as to, the Crediting Rate.

1.8

Deferral Account. Deferral Account shall mean the bookkeeping account established by the Company for a Participant for amounts credited on the Participant’s behalf (if any) under Section 4.1 and Section 5.1.

1.9

Deferral Contribution Period. Deferral Contribution Period shall mean the period of one (1) Plan Year, or such other period as the Committee may establish in its sole discretion consistent with Code section 409A, over which the Participant has elected to defer Compensation pursuant to Article 3 of the Plan.

(a)

A Participant shall be considered to have experienced a Separation from Service when the facts and circumstances indicate that the Participant and his or her Employer reasonably anticipate that either (i) no further services will be performed for the Employer after a certain date, or (ii) that the level of bona fide

1.20

Specified Employee . An employee of an Employer who is a “specified employee” within the meaning of Treas. Reg. Section 1.409A-1(h), as determined by the Company or its delegate.

1.21

Unforeseeable Emergency. Unforeseeable Emergency means (i) a severe financial hardship to the Participant resulting from an illness or accident of the Participant or the Participant’s spouse, beneficiary or dependent (as defined in Code Section 152(b)(1), (b)(2) and (d)(1)(B); (ii) loss of the Participant’s property due to casualty (including the need to rebuild a home following damage to a home not otherwise covered by insurance, for example, not as a result of a natural disaster); or (iii) other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant. The definition of Unforeseeable Emergency shall be interpreted and applied consistent with Code Section 409A and the regulations and other guidance issued thereunder.

1.22

Valuation Date. Valuation Date shall mean the last day of each Plan Year calendar quarter, or such other dates as the Committee may determine in its discretion, which must be at least annually, for the valuation of a Participant’s Deferral Account.

1.23

Vesting Schedule. Vesting Schedule shall mean the date or dates, as determined by the Company or Committee at the time Employer Contribution Credits are made to the Plan or thereafter, on which a Participant’s interest in such credits (as adjusted for the applicable Crediting Rate) shall vest and not be subject to forfeiture. The Company or the Committee may, upon such terms and conditions as it may establish in its sole

discretion, count for vesting purposes the prior service of a Participant with an acquired company or other company with which the Company has engaged in a corporate or other transaction (and its affiliates).

2.1

Deferral Election Form. Any Eligible Employee may elect to participate in the Plan and to make a Deferral Commitment by submitting a completed Deferral Election Form to the Committee (by electronic or other means established by the Committee) prior to the beginning of the Deferral Contribution Period. All elections made in accordance with this Article shall be irrevocable as of the last date such election may be made (or such earlier date as may be established by the Committee in its sole discretion).

2.2

Initial Eligibility. Notwithstanding Section 2.1, the Committee may, in its sole discretion, permit a newly Eligible Employee (to the extent permitted under Code section 409A) to submit an initial Deferral Election Form within thirty (30) days after the date on which the Employee first became eligible to participate in the Plan (or at such earlier time as may be established by the Committee in its sole discretion). The Deferral Commitment shall become effective as of the first pay period after the date on which the Deferral Election Form is submitted to the Committee (or other time required to comply with Code Section 409A). Except as otherwise permitted by the Committee (and set forth in the applicable Deferral Election Form), such an election shall only apply to the Participant’s base pay for the remainder of the Deferral Contribution Period.

2.3

Performance-Based Compensation . Notwithstanding Section 2.1, the Committee may, in its sole discretion, permit an Eligible Employee to submit a separate Deferral Election Form to defer any bonus which qualifies as performance-based compensation (within the meaning of Treas. Reg. Section 1.409A-1(e)) no later than 6 months before the end of the performance period (or at such earlier time as may be established by the Committee in its sole discretion). To be eligible to make such an election, the Eligible Employee must have continuously performed services for the Employer from the later of (a) the beginning of the performance period, or (b) the date upon which the performance criteria for such compensation are established, through the date upon which the Employee submits the Deferral Election Form for such compensation. In no event shall a deferral election submitted under this Section 2.3 be permitted to apply to any amount of performance-based compensation that has become readily ascertainable.

2.4

Continuation of Participation. A Participant who has elected to participate in the Plan by making a Deferral Commitment shall continue as a Participant in the Plan for purposes of such Deferral Commitment even though in any Plan Year after such Deferral Commitment such Participant ceases to be an Eligible Employee. A Participant shall not be eligible to make a new Deferral Commitment for a future Plan Year unless the Participant is an Eligible Employee for that Plan Year.

2.5

Suspension of Deferral Commitment. Notwithstanding Section 2.4,

To the extent permitted under Treas. Reg. Section 1.409A-3(j)(4)(viii), a Participant’s Deferral Commitment may also be cancelled if the Committee determines that such action is necessary for the Participant to obtain a hardship distribution from a tax qualified plan pursuant to Treas. Reg. Section 1.401(k)-1(d)(3) and any subsequent Deferral Commitment made by the Participant shall not become effective prior to six (6) months following the date of such hardship distribution (or other date established by the Committee in its sole discretion consistent with Code Section 409A).

3.1

Minimum Deferral Commitment. Except as otherwise established by the Committee in its sole dis