SUNRISE ASSISTED LIVING, INC.
1996 NON-INCENTIVE STOCK OPTION PLAN, AS AMENDED
SUNRISE ASSISTED LIVING, INC., a Delaware corporation (the "Corporation"), sets forth herein the terms
of this 1996 Non-Incentive Stock Option Plan, as amended (the "Plan") as follows:
The Plan is intended to advance the interests of the Corporation and any subsidiary thereof within the meaning of
Rule 405 of Regulation C under the Securities Act of 1933, as amended (with the term "person" as used in such
Rule 405 being defined as in Section 2(2) of such Act) (a "Subsidiary"), by providing eligible individuals (as
designated pursuant to Section 4 below) with incentives to improve business results, by providing an opportunity
to acquire or increase a proprietary interest in the Corporation, which thereby will create a stronger incentive to
expend maximum effort for the growth and success of the Corporation and its Subsidiaries, and will encourage
such eligible individuals to continue to serve the Corporation and its Subsidiaries, whether as an employee, as a
director, as a consultant or advisor or in some other capacity. To this end, the Plan provides for the grant of
stock options, as set out herein.
This Plan provides for the grant of stock options (each of which is an "Option") in accordance with the terms of
the Plan. An Option will be a non-incentive stock option (an "NSO"). Each Option shall be evidenced by a
written agreement between the Corporation and the recipient individual that sets out the terms and conditions of
the grant as further described in Section 8.
The Plan shall be administered by the Board of Directors of the Corporation (the "Board"), which shall have the
full power and authority to take all actions and to make all determinations required or provided for under the Plan
or any Option granted or Option Agreement (as defined in Section 8 below) entered into hereunder and all such
other actions and determinations not inconsistent w