SEPARATIONAGREEMENT AND GENERAL RELEASE

Last Day of Employment. Employee and Brookdale agree that Employee's employment with Brookdale will be terminated by Employee on March 3, 2008 (the "Termination Date"), and that Employee has given prior notice to Brookdale in accordance with his Employment Agreement.  Brookdale will reimburse Employee for all business expenses

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Title VII of the Civil Rights Act of 1964, as amended;

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The Civil Rights Act of 1991;

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The Equal Pay Act;

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Any claim arising under the provisions of the False Claims Act, 31 U.S.C.A. § 3730, including, but not limited to, any right to personal gain with respect to any claim asserted under its "qui tam" provisions;

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Sections 1981 through 1988 of Title 42 of the United States Code, as amended;

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The Employee Retirement Income Security Act of 1974, as amended;

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The Immigration Reform and Control Act, as amended;

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The Americans with Disabilities Act of 1990, as amended;

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The Age Discrimination in Employment Act of 1967, as amended;

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The Workers Adjustment and Retraining Notification Act, as amended;

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The Occupational Safety and Health Act, as amended;

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The Fair Labor Standards Act of 1938, as amended;

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The Illinois Human Rights Act, as amended;

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The Municipal Code of Chicago, as amended;

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any other federal, state or local civil or human rights law or any other local, state or federal law, regulation or ordinance;

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any claims arising out of or related to an express or implied employment contract (including, without limitation, the Employment Agreement) or a covenant of good faith and fair dealing;

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any public policy, contract, tort, or common law; or

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any allegation for costs, fees, or other expenses including attorneys' fees incurred in these matters.

 

Notwithstanding the foregoing, nothing in this Agreement shall release or waive any rights or claims Employee may have: (i) under this Agreement; (ii) for indemnification under any written indemnification agreement by and between Employee and Brookdale and/or under applicable law or Brookdale's charter or bylaws; (iii) under any applicable insurance coverage(s) (including, without limitation, COBRA rights); (iv) with respect to any accrued and vested benefits under any tax-qualified retirement plans; or (v) any claim that cannot be waived or released by a private agreement (including the right to seek a determination of the validity of the waiver of Employee's rights under the federal Age Discrimination in Employment Act of 1967 ("ADEA")). Additionally, nothing in this Agreement shall be construed to prohibit Employee from filing any charge or participating in any investigation or proceeding conducted by the Equal Employment Opportunity Commission or a comparable state or local agency. Notwithstanding the foregoing, Employee waives his right to recover monetary damages relating to any such charge, complaint, or lawsuit filed by Employee or anyone on Employee's behalf.

To Employer:

Brookdale Senior Living Inc.

111 Westwood Place, Suite 200

Brentwood, TN 37027

Attention: General Counsel

With a copy to:

Skadden Arps, Slate, Meagher & Flom LLP

4 Times Square

New York, NY, 10036-6522

Fax: (212) 735-2000

Attention: Joseph A. Coco, Esq.

To Employee:

Mark J. Schulte

At address currently on Brookdale's records

With a copy to:

GoodSmith Gregg & Unruh LLP

150 S. Wacker Drive, Suite 3150

Chicago, IL 60606

Attention: Marilee C. Unruh

By:

/s/ W.E. Sheriff

Name:

W.E. Sheriff

Title:

Co-Chief Executive Officer

By:

/s/ Mark J. Schulte

Mark J. Schulte

1.

A form of this Final Separation Agreement was attached to the Separation Agreement.  The Separation Agreement (including, but not limited to the release of all Claims, as set forth and defined in Section 7 of the Separation Agreement and the restrictive covenants described in Section 4 of the Separation Agreement) is hereby incorporated and made a part of this Final Separation Agreement.  Employee affirms that Employee has been paid and has received all leave (paid or unpaid), compensation, wages, bonuses, commissions, and benefits to which Employee may be entitled (other than payments to be provided on or after the Termination Date in accordance with the Separation Agreement and this Final Separation Agreement) and that no other leave (paid or unpaid), compensation, wages, bonuses, commissions and benefits are due to Employee (other than payments or benefits to be provided on or after the Termination Date in accordance with the Separation Agreement and this Final Separation Agreement).  Employee agrees that, with Employee's execution of this Final Separation Agreement (and upon the provisions of this Final Separation Agreement becoming effective and enforceable after the revocation period described in Section 3 hereof has passed), the release of Claims in Section 7 of the Separation Agreement shall (subject to any exceptions therein) cover any and all Claims associated with Employee's entire employment with Brookdale and Employee's actual separation from such employment, including, but not limited to, any Claims arising from the date on which Employee initially signed the Separation Agreement through Employee's last day of employment with Brookdale.  Brookdale for itself, its officers, directors, successors, affiliates, agents, employees and assigns, both in their individual and representative capacities, hereby voluntarily, knowingly and willfully forever releases and discharges Employee, Employee's agents, attorneys, representatives, heirs and assigns from any and all claims, whether or not known, accrued, vested or ripe, that Brookdale has or may have against Employee arising from or in any way related to Employee's service with Brookdale or any of its affiliates up to and including the date of execution of this Agreement or the termination of that employment relationship in accordance with the contractual provisions of this Agreement, including, but not limited to, any such claim for an alleged violation of any federal, state or local law, regulation or ordinance; any claims arising out of or related to an express or implied employment contract (including, without limitation, the Employment Agreement) or a covenant of good faith and fair dealing; any public policy, contract, tort, or common law; or any allegation for costs, fees, or other expenses including attorneys' fees incurred in these matters. Notwithstanding the foregoing, nothing in this Final Separation Agreement shall release or waive any rights or claims Brookdale may have (i) under the terms of this Final Separation Agreement, (ii) under the terms of that certain Secured Non-Recourse Promissory Note dated as of October 2, 2000 (as amended to date) evidencing a loan from Brookdale and/or one of its affiliates to Employee, which the parties acknowledge

2.

Subject to this Final Separation Agreement having been completely executed and delivered to Brookdale, Employee's outstanding restricted shares subject to the 2005 Agreement and the 2007 Agreement shall become fully vested on the Termination Date and shall be delivered to Employee on the Termination  Date (the "Final Separation Payment").  Employee agrees that the Final Separation Payment is consideration in addition to any amounts to which Employee is already entitled and that this consideration is adequate and satisfactory in exchange for the assurances Employee makes in this Final Separation Agreement.

3.

Employee acknowledges Employee has been given more than twenty-one (21) days to consider entering into this Final Separation Agreement and that Employee has seven (7) days after Employee's execution of this Final Separation Agreement to revoke such execution.  Any revocation within this period must be submitted, in writing, to Brookdale Senior Living Inc., 111 Westwood Place, Suite 200, Brentwood, TN  37027, as follows:  "I hereby revoke my acceptance of our Final Separation Agreement." The revocation must be personally delivered to Brookdale's General Counsel or mailed to his office at the above address and postmarked within seven (7) calendar days of execution of this Final Separation Agreement. This Final Separation Agreement shall not become effective or enforceable until the revocation period has expired.  If the last day of the revocation period is a Saturday, Sunday, or legal holiday, then the revocation period shall not expire until the next following day which is not a Saturday, Sunday, or legal holiday. No provision of this Final Separation Agreement, except the vesting and delivery of Employee's restricted shares pursuant to Section 2 hereof, shall become effective or enforceable, until Employee's right of revocation has been fully extinguished.

4.

Employee acknowledges Employee's last day of employment with Brookdale coincided with or preceded Employee's signing of this Final Separation Agreement.

5.

In the event of Employee's death prior to the execution of this Final Separation Agreement, it may be executed by a representative of Employee's estate.

Mark J. Schulte

Date:

Date: