exv10w9






Exhibit 10.9




AVIV REIT, INC.

RESTRICTED STOCK UNIT AWARD AGREEMENT




          Aviv REIT, Inc. (the “Company”), hereby grants to Steven J. Insoft (the
“Participant”), an employee of Aviv Asset Management, L.L.C. (“AAM”), which is a Subsidiary
of the Company, as of                     , 2009 (the “Grant Date”), pursuant to the provisions of the Aviv REIT, Inc.
2009 Long-Term Incentive Plan (the “Plan”), a Restricted Stock Unit Award (the “Award) of                                  
        (      
               )
Restricted Stock Units (“RSUs”), upon and subject to the restrictions, terms and conditions set
forth below and in the Plan. On any date, each RSU shall equal the Fair Market Value of one share
of the Company’s Common Stock (“Share”). Capitalized terms not defined herein shall have the
meanings specified in the Plan.




          1. Award Subject to Agreement. The Award shall be subject to the terms and conditions
of this Agreement.




          2. Rights as a Stockholder. The Participant shall not be entitled to any privileges
of ownership with respect to the Shares subject to the Award (including but not limited to voting
or dividend privileges) unless and until, and only to the extent, such shares become vested
pursuant to Section 3 hereof and the Participant becomes a stockholder of record with respect to
such shares on the Settlement Date (as defined below). However, the Participant shall receive the
following cash payments (less applicable Required Tax Payments (as defined below)) in lieu of
regular cash dividends:




          (a) If the Participant becomes vested with respect to any RSUs subject to the Award on
December 31, 2008 in accordance with Section 3, then Company shall pay to the Participant on each date that regular cash dividend payments are made to the Company’s
Common Stock holders during the period beginning on the date hereof and ending on the
Settlement Date, a cash payment equal to the product of (A) the Shares equal to such
RSUs and (B) the per share amount of each such dividend on such date.




          (b) If the Participant becomes vested with respect to any RSUs subject to the Award on
December 31, 2009 in accordance with Section 3, then the Company shall pay to the Participant:





     (i) on or before January 31, 2010 a cash payment equal to the product of (A)
the Shares equal to such RSUs and (B) the per share amount of each regular cash
dividend paid with respect to the Company’s Common Stock during 2009; and



 









 






     (ii) on each date that regular cash dividend payments are made to the Company’s
Common Stock holders during the period beginning January 1, 2010 and ending on the
Settlement Date, a cash payment equal to the product of (A) the Shares equal to such
RSUs and (B) the per share amount of each such dividend on such date.



          (c) If the Participant becomes vested with respect to any RSUs subject to the Award on
December 31, 2010 in accordance with Section 3, then the Company shall pay to the Participant:





     (i) on or before January 31, 2011 a cash payment equal to the product of (A)
the Shares equal to such RSUs and (B) the per share amount of each regular cash
dividend paid with respect to the Company’s Common Stock during 2010; and




     (ii) on each date that regular cash dividend payments are made to the Company’s
Common Stock holders during the period beginning January 1, 2011 and ending on the
Settlement Date, a cash payment equal to the product of (A) the Shares equal to such
RSUs and (B) the per share amount of each such dividend on such date.



          (d) If the Participant becomes vested with respect to any RSUs subject to the Award on
December 31, 2011 in accordance with Section 3, then the Company shall pay to the Participant:





     (i) on or before January 31, 2012 a cash payment equal to the product of (A)
the Shares equal to such RSUs and (B) the per share amount of each regular cash
dividend paid with respect to the Company’s Common Stock during 2011; and




     (ii) on each date that regular cash dividend payments are made to the Company’s
Common Stock holders during the period beginning January 1, 2012 and ending on the
Settlement Date, a cash payment equal to the product of (A) the Shares equal to such
RSUs and (B) the per share amount of each such dividend on such date.



          (e) If the Participant becomes vested with respect to any RSUs subject to the Award on
December 31, 2012 in accordance with Section 3, then the Company shall pay to the Participant on or
before January 31, 2013, a cash payment equal to the product of (A) the Shares equal to such RSUs
and (B) the per share amount of each regular cash dividend paid with respect to the Company’s
Common Stock during 2012.



In addition, if a dividend (other than a regular cash dividend) is paid with respect to the
Company’s Common Stock, then the Participant shall be entitled to a payment in lieu of such
dividend which is equal to the product of (A) the Shares equal to all the RSUs and (B) the per
share amount (or fair market value per share) of such dividend; provided, that,
such payment shall be made on the Settlement Date (as defined below) and subject to the same terms
and restrictions as the RSU with respect to which such payment was made.




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          3. Restriction Period and Vesting.



          (a) Subject to subsections (b) and (c) below and Section 5.8 of the Plan, the Award shall vest
with respect to 20% of the original number of RSUs subject to the Award on each of December 31,
2008, December 31, 2009, December 31, 2010, December 31, 2011 and December 31, 2012;
provided, that, the Participant does not experience a Termination prior to the
applicable vesting date.



          (b) If the Participant experiences a Termination for any reason, all rights with respect to any
RSUs subject to the Award which are unvested on the date of the Participant’s Termination shall be
forfeited by the Participant and such portion of the Award shall be cancelled by the Company.



          (c) If (i) a Change in Control occurs prior to the Participant’s Termination and (ii) the
authority over the day to day management of the Company, AAM and their respective affiliates ceases
to be exercised at anytime following such Change in Control, directly or indirectly, by Craig M. Bernfield, then any RSUs subject to the Award which are unvested on the
date the Change in Control is consummated shall become fully vested.



          4. Termination of Award. In the event that the Participant shall forfeit any RSUs
subject to the Award, the Participant shall, upon the Company’s request, promptly return this
Agreement to the Company for cancellation on the Settlement Date.
Such cancellation shall be effective on the Settlement Date regardless of whether the Participant is requested to return or returns this Agreement.



          5. Settlement of Award.



          (a) As of the Settlement Date (as defined in subsection (b) below), the Company shall deliver
to the Participant Shares equal to the RSUs which are vested on such Settlement Date; provided
that, in lieu of delivering Shares, the Company, in its sole discretion, may elect to make a cash
payment to the Participant in an amount equal to the Fair Market Value of such Shares. Upon the
settlement of any RSUs subject to the Award pursuant to this Section 5(a), the Participant shall
have no further right to any payments with respect to such RSUs pursuant to Section 2 or otherwise.



          (b) For
purposes of this Agreement, the “Settlement Date” shall be the earlier to occur of (i)
December 31, 2012 and (ii) a Change in Control; provided, however, that to the
extent any RSUs subject to the Award are unvested as of such date, the Settlement Date shall be the
date on which such RSUs become vested.



          6. Substitution Award for Phantom Partnership Units. The Award has been granted to
the Participant in substitution of the Participant’s phantom partnership unit award, measured by
reference to the Class C Units of Aviv Healthcare Properties Limited Partnership
(the “Phantom Award”), which was previously granted to the Participant on November 1, 2007.
By accepting this Award, the Participant acknowledges that, as of the Grant Date, the Participant
shall have no further rights of any kind with respect to the Phantom Award, including but not
limited to any payment rights, pursuant to the award agreement which evidenced the Phantom Award or
otherwise; provided, however that the Participant shall be entitled, if the Participant has not
experienced a Termination prior to January 1, 2010, to the payment of one percent (1%) of the
distributions to the Class C Unitholders (within the meaning of the Phantom Award agreement)
between January 1, 2009 and the Grant Date, payable on or before
January 31, 2010 (the “Earnings Distribution Date”).
By granting this Award to the Participant, the Company is cancelling the Phantom Award agreement on the Earnings
Distribution Date and the Participant shall, upon the Company’s request, promptly return the Phantom Award agreement
for cancellation on the Earnings Distribution Date.  Such cancellation shall be effective on the Earnings Distribution
Date regardless of whether the Participant is requested to return or
returns the Phantom Award agreement.




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          7. Additional Terms and Conditions of Award.




          7.1. Nontransferability of Award. The Award may not be transferred by the Participant
other than by will, the laws of descent and distribution or pursuant to the beneficiary designation
procedures approved by the Company consistent with this Agreement. Except to the extent permitted
by the foregoing, the Participant’s rights under the Award may not be sold, transferred, assigned,
pledged, hypothecated, encumbered or otherwise disposed of (whether by operation of law or
otherwise) or be subject to execution, attachment or similar process. Upon any attempt to so sell,
transfer, assign, pledge, hypothecate or encumber, or otherwise dispose of such rights, the Award
shall immediately become null and void.




          7.2. Investment Representation. The Participant hereby represents and covenants that
(a) any Share acquired upon the Settlement Date will be acquired for investment and not with a view
to the distribution thereof within the meaning of the Securities Act of 1933, as amended (the
“Securities Act”), unless such acquisition has been registered under the Securities Act and any
applicable state securities law; (b) any subsequent sale of any such Shares shall be made either
pursuant to an effective registration statement under the Securities Act and any applicable state
securities laws, or pursuant to an exemption from registration under the Securities Act and such
state securities laws; and (c) if requested by the Company, the Participant shall submit a written
statement, in form satisfactory to the Company, to the effect that such representation (x) is true
and correct as of the date of acquisition of any Shares hereunder or (y) is true and correct as of
the date of any sale of any such Shares, as applicable. As a further condition precedent to the
delivery to the Participant of any Shares subject to the Award, the Participant shall comply with
all regulations and requirements of any regulatory authority having control of or supervision over
the issuance of such Shares and, in connection therewith, shall execute any documents which the
Board, the Committee or any other committee authorized by the Board shall in its sole discretion
deem necessary or advisable.




          7.3. Withholding Taxes.




          (a) As a condition precedent to the delivery to the Participant of any Shares or cash payments
under the Award, the Participant shall, upon request by the Company, pay to the Company such amount
of cash as the Company may be required, under all applicable federal, state, local or other laws or
regulations, to withhold and pay over as income or other withholding taxes (the “Required Tax
Payments”) with respect to the Award. If the Participant shall fail to advance the Required Tax
Payments after request by the Company, the Company may, in its discretion, deduct any Required Tax
Payments from any amount then or thereafter payable by the Company to the Participant.




          (b) The Participant may, with the consent of the Company, elect to satisfy the Participant’s
obligation to advance the Required Tax Payments by any of the following means:
(1) a cash payment to the Company pursuant to Section 7.3(a), (2) authorizing the Company to
withhold from the Shares otherwise to be delivered to the Participant pursuant to the Award, a
number of whole Shares having a Fair Market Value, determined as of the date the obligation to
withhold or pay taxes first arises in connection with the Award, equal to the Required Tax Payments
or (3) any combination of (1) or (2). The Committee shall have sole discretion to disapprove of an
election pursuant the preceding sentence. Such Shares to be delivered or




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withheld may not have a
Fair Market Value in excess of the minimum amount of the Required Tax Payments. Any fraction of a
Share which would be required to satisfy such an obligation shall be disregarded and the remaining
amount due shall be paid in cash by the Participant. No certificate representing a Share subject
to the Award shall be delivered until the Required Tax Payments have been satisfied in full.




          7.4. Adjustment. In the event of any stock split, stock dividend, recapitalization,
reorganization, merger, consolidation, combination, exchange of shares, liquidation, spin-off or
other similar change in capitalization or event, or any distribution to holders of the Company’s
Common Stock other than a regular cash dividend, the number and type of securities subject to the
Award and other terms of the Award shall be appropriately adjusted by the Committee. The decision
of the Committee regarding any such adjustment shall be final, binding and conclusive.




          7.5. Award Confers No Rights to Continued Employment. In no event shall the granting
of the Award or its acceptance by the Participant give or be deemed to give the Participant any
right to continued employment by the Company or any affiliate of the Company.




          7.6. Decisions of Committee. The Committee shall have the right to resolve all
questions which may arise in connection with the Award. Any interpretation, determination or other
action made or taken by the Committee regarding the Plan or this Agreement shall be final, binding
and conclusive.




          7.7. Agreement Subject to the Plan. This Agreement is subject to the provisions of
the Plan and shall be interpreted in accordance therewith. The Participant acknowledges receipt of
a copy of the Plan. The Company reserves the right to amend this Agreement to the extent it
determines in its sole discretion such amendment is necessary or appropriate to comply with
applicable law, including but not limited to section 409A of the Code.




          8. Miscellaneous Provisions.




          8.1. Meaning of Certain Terms. As used herein, the term “vest” shall mean no longer
subject to forfeiture. References in this Agreement to sections of the Code shall be deemed to
refer to any successor section of the Code or any successor internal revenue law.




          8.2. Successors. This Agreement shall be binding upon and inure to the benefit of any
successor or successors of the Company, AAM and their respective affiliates and any person or
persons who shall, upon the death of the Participant, acquire any rights hereunder in accordance
with this Agreement or the Plan.




          8.3. Notices. All notices, requests or other communications provided for in this
Agreement shall be made, if to the Company, to Aviv REIT, Inc., 303 West Madison Street, Suite
2400, Chicago, Illinois 60606, Attention: Chief Executive Officer, and if to the Participant, to
the Participant’s address set forth in the Company’s records. All notices, requests or other
communications provided for in this Agreement shall be made in writing either (a) by personal
delivery to the party entitled thereto, (b) by facsimile with confirmation of receipt, (c) by
mailing in the United States mails to the last known address of the party entitled thereto or (d)
by express




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courier service. The notice, request or other communication shall be deemed to be
received upon personal delivery, upon confirmation of receipt of facsimile transmission, or upon
receipt by the party entitled thereto if by United States mail or express courier service;
provided, however, that if a notice, request or other communication is not received
during regular business hours, it shall be deemed to be received on the next succeeding business
day of the Company.




          8.4. Governing Law. This Agreement, the Award and all determinations made and actions
taken pursuant hereto and thereto, to the extent not otherwise governed by the laws of the United
States, shall be governed by the laws of the State of Maryland and construed in accordance
therewith without giving effect to conflicts of laws principles.



          8.5.
Arbitration. Any dispute or controversy between the Company or its respective affiliates (including AAM) on the
one hand, and the Participant on the other hand, whether arising out of or relating to this Agreement, the breach
of this Agreement, or otherwise, shall be settled by final and binding arbitration in Cook County, Illinois
administered by the American Arbitration Association, with any such dispute or controversy arising under this
Agreement being so administered in accordance with its Commercial Rules then in effect, and judgment on the
award rendered by the arbitrator may be entered in any court having jurisdiction thereof.  The arbitrator shall
have the authority to award any remedy or relief that a court of competent jurisdiction could order or grant,
including, without limitation, the issuance of an injunction.  Except as necessary in court proceedings to enforce
this arbitration provision or an award rendered hereunder, or to obtain interim relief, neither a party nor an
arbitrator may disclose the existence, content or results of any arbitration hereunder without the prior written consent
of the Company and the Participant.  The Company and the Participant acknowledge that this Agreement evidences a
transaction involving interstate commerce.  Notwithstanding any choice of law provision included in this Agreement,
the United States Federal Arbitration Act shall govern the
interpretation and enforcement of this arbitration provision.



          8.6. Counterparts. This Agreement may be executed in two counterparts each of which
shall be deemed an original and both of which together shall constitute one and the same
instrument.




          8.7. Compliance With the Code. This Agreement is intended to comply with Section 409A
of the Code, and shall be interpreted and construed accordingly. All references in this Agreement
to the Participant’s Termination shall mean the Participant’s separation from service from AAM and
its affiliates within the meaning of Treasury Regulation § 1.409A-1(h). Each amount payable under
this Agreement shall constitute a “separately identified amount” within the meaning of Treasury
Regulation § 1.409A-2(b)(2). The Participant acknowledges that the Company has encouraged the
Participant to consult his own adviser to determine the tax consequences of the Award and that
neither the Company nor its affiliates are providing the Participant with any tax advice with
respect to Section 409A of the Code or otherwise and are not making any guarantees or other
assurances of any kind to the Participant with respect to the tax consequences or treatment of any
amounts payable to the Participant under this Agreement.




	 	 	 	 	 
	 	AVIV REIT, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	Craig M. Bernfield 	 
	 	 	Title:  	Chairman, Chief Executive

Officer and President 	 
	 



Accepted
this ___ day of




                                        , 2009.




                                                            

Steven J. Insoft





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