SUNRISE SENIOR LIVING, INC. 2008 OMNIBUS INCENTIVE PLAN NON-QUALIFIED STOCK OPTION AGREEMENT

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This option is not intended to be an incentive stock option under Section 422 of the Internal Revenue Code and will be interpreted accordingly.

This option is only exercisable before it expires and then only with respect to the vested portion of the option. Subject to the preceding sentence, you may exercise this option, in whole or in part, to purchase a whole number of vested shares not less than 100 shares, unless the number of shares purchased is the total number available for purchase under the option, by following the procedures set forth in the Plan and below in this Agreement.

Your right to purchase shares of Stock under this option vests as to one-third (1/3) of the total number of shares covered by this option, as shown on the cover sheet, on each of the next three anniversaries of the Grant Date provided you then continue in Service. The resulting aggregate number of vested shares will be rounded to the nearest whole number, and you cannot vest in more than the number of shares covered by this option.

No additional shares of Stock will vest after your Service has terminated for any reason.

Your option will expire in any event at the close of business at Company headquarters on the 10th anniversary of the Grant Date, as shown on the cover sheet. Your option will expire earlier if your Service terminates, as described below.

If your Service terminates for any reason, other than death, Disability or Cause (as defined below), then your option will expire at the close of business at Company headquarters on the 90th day after your termination date.

If your Service is terminated for Cause, then you shall immediately forfeit all rights to your option and the option shall immediately expire.

For purposes of this Agreement, “Cause” means termination of your employment by the Company or an Affiliate if (a) you are indicted for, convicted of, or plead nolo contendre to, a felony; (b) you are found guilty by a court of having committed a crime involving moral turpitude and such conviction is affirmed on appeal or the time for appeal has expired; (c) in the reasonable judgment of the Board, you have compromised trade secrets or other similarly valuable proprietary information of the Company; (d) in the reasonable judgment of the Board, you have engaged in gross or willful misconduct that causes harm to the business and operations of the Company or any of its affiliates, the continuation of which will continue to harm the business and operations of the Company or any of its affiliates in the future; (e) your continued and substantial failure to attempt in good faith to perform your duties with the Company (other than failure resulting from your incapacity due to physical or mental illness or injury), which failure has continued for a period of at least ten (10) days after written notice from the Company; or (f) your failure to attempt in good faith to promptly follow a written direction of the Board or a more senior officer, provided that the failure shall not be considered Cause if you, in good faith, believe that such direction, or implementation thereof, is illegal or inconsistent with the Company’s policies and you promptly so notify the Chair of the Board in writing.

If your Service terminates because of your death, then your option will expire at the close of business at Company headquarters on the date twelve (12) months after the date of death. During that twelve month period, your estate or heirs may exercise the vested portion of your option.

In addition, if you die during the 90-day period described in connection with a regular termination (i.e., a termination of your Service not on account of your death, Disability or Cause), and a vested portion of your option has not yet been exercised, then your option will instead expire on the date twelve (12) months after your termination date. In such a case, during the period following your death up to the date twelve (12) months after your termination date, your estate or heirs may

exercise the vested portion of your option.

If your Service terminates because of your Disability, then your option will expire at the close of business at Company headquarters on the date twelve (12) months after your termination date.

For purposes of this option, your Service does not terminate when you go on a bona fide employee leave of absence that was approved by the Company or an Affiliate in writing, if the terms of the leave provide for continued Service crediting, or when continued Service crediting is required by applicable law. However, your Service will be treated as terminating 90 days after you went on employee leave, unless your right to return to active work is guaranteed by law or by a contract. Your Service terminates in any e