Exhibit 10.6


 


SENIOR HOUSING PROPERTIES TRUST


 


RESTRICTED SHARE AGREEMENT


 


This Restricted Share Agreement (this “Agreement”)
is made as of ___________________ between ________________ (the “Employee”) and Senior
Housing Properties Trust  (the “Company”).


 


In consideration of the mutual promises and
covenants contained in this Agreement, and for other valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties
hereto agree as follows:


 


1.             Grant
of Shares.  The Company hereby grants
to the Employee, effective as of the date of this Agreement, ________________  shares of its common
shares.  The shares so granted are
hereinafter referred to as the “Shares,” which term shall also include any
shares of the Company issued to the Employee by virtue of his or her ownership
of the Shares, by share dividend, share split, recapitalization or otherwise.


 


2.             Vesting;
Repurchase of Shares.


 


(a)           The
Shares shall vest one-fifth as of the date hereof, a further one-fifth on the ________________ of the year
first following the date of this Agreement, a further one-fifth on the ________________ of the second
year following the date of this Agreement, a further one-fifth on the ________________ of the third
year following the date of this Agreement and the final one-fifth on the ________________ of the fourth
year following the date of this Agreement. 
Any Shares not vested as of any date are herein referred to as “Unvested
Shares.”


 


(b)           In
the event the Employee ceases to render significant services, whether as an
employee or otherwise, to (i) the Company, (ii) the entity which is
the manager or shared services provider to the Company or an entity
controlled by, under common control with or controlling such entity
(collectively, the “Manager”), or (iii) an affiliate of the Company
(which shall be deemed for such purpose to include any other entity to which
the Manager is the manager or shared services provider), the Company shall
have the right and option to purchase from the Employee, for an amount equal to
$.01 per share (as adjusted for any share split or combination, share dividend,
recapitalization or similar event) all or any portion of the Unvested Shares as
of the date the Employee ceases to render such services.  The Company may exercise such purchase option
by delivering or mailing to the Employee (or his estate), at any time after the
Employee has ceased to render such services, a written notice of exercise of
such option.  Such notice shall specify
the number of Unvested Shares to be purchased. 
The price to be paid for the Unvested Shares to be repurchased may be
payable, at the option of the Company, by wire transfer of immediately
available funds or in cash (by check) or any other reasonable method.


 


3.             Legends.  Each certificate shall prominently bear a
legend in substantially the following terms:


 


“PURSUANT AND SUBJECT TO THE TERMS OF THE TRUST’S
DECLARATION OF TRUST, A COPY OF WHICH, TOGETHER WITH ALL AMENDMENTS AND
SUPPLEMENTS THERETO (THE “DECLARATION”), IS ON FILE WITH THE STATE DEPARTMENT
OF ASSESSMENTS AND TAXATION OF MARYLAND, THE TRUST HAS THE AUTHORITY TO CREATE
ONE OR MORE ADDITIONAL CLASSES OR 


 

















 


SERIES OF SHARES AND ISSUE ADDITIONAL SHARES OF
ANY EXISTING CLASS OR SERIES OF SHARES. THE TRUST WILL FURNISH A FULL
STATEMENT OF (i) THE AUTHORITY OF THE TRUST TO CREATE ADDITIONAL CLASSES
OR SERIES OF SHARES AND ISSUE ADDITIONAL SHARES OF ANY EXISTING CLASS OR
SERIES OF SHARES, (ii) THE TERMS OF ANY EXISTING CLASS OR SERIES OF
SHARES, AND (iii) SUCH OTHER INFORMATION AS IS REQUIRED BY SECTION 8-203(d) OF
THE MARYLAND REIT LAW, WITHOUT CHARGE TO ANY SHAREHOLDER UPON REQUEST TO THE
SECRETARY OF THE TRUST.


 


THE SHARES EVIDENCED BY THIS CERTIFICATE ARE
SUBJECT TO RESTRICTIONS ON OWNERSHIP AND TRANSFER WHICH ARE OR MAY HEREAFTER
BE CONTAINED IN THE DECLARATION OR IN THE BYLAWS OF THE TRUST, AS AMENDED FROM
TIME TO TIME (THE “BYLAWS”), INCLUDING PROVISIONS WHICH PROHIBIT THE OWNERSHIP
OF MORE THAN 9.8% OF THE TRUST’S COMMON SHARES OR SECURITIES BY ANY PERSON OR
GROUP.  THIS DESCRIPTION OF THE
RESTRICTIONS UPON OWNERSHIP OR TRANSFER OF THE TRUST’S COMMON SHARES OR
SECURITIES IS NOT COMPLETE.  A MORE
COMPLETE DESCRIPTION OF THESE RESTRICTIONS APPEARS IN THE DECLARATION OR
BYLAWS, AS APPLICABLE, COPIES OF WHICH WILL BE SENT WITHOUT CHARGE TO ANY
SHAREHOLDER UPON REQUEST TO THE SECRETARY OF THE TRUST.


 


THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE
HOLDER HEREOF TO CERTAIN RIGHTS AS SET FORTH IN THE RIGHTS AGREEMENT DATED AS
OF MARCH 20, 2004 BETWEEN THE TRUST AND WELLS FARGO BANK, NATIONAL
ASSOCIATION, AS SUCCESSOR RIGHTS AGENT, AND ANY AMENDMENTS OR RENEWALS THEREOF
(THE “RIGHTS AGREEMENT”), THE TERMS OF WHICH ARE HEREBY INCORPORATED HEREIN BY
REFERENCE AND A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICES OF THE TRUST.
UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS AGREEMENT, SUCH RIGHTS
WILL BE EVIDENCED BY SEPARATE CERTIFICATES AND WILL NO LONGER BE EVIDENCED BY
THIS CERTIFICATE.  THE TRUST WILL MAIL TO
THE HOLDER OF THIS CERTIFICATE A COPY OF THE RIGHTS AGREEMENT, AS IN EFFECT ON
THE DATE OF MAILING, WITHOUT CHARGE PROMPTLY AFTER RECEIPT OF A WRITTEN REQUEST
THEREFOR. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS
BENEFICIALLY OWNED (AS SUCH TERM IS DEFINED IN THE RIGHTS AGREEMENT) BY ANY
PERSON WHO IS, WAS OR BECOMES AN ACQUIRING PERSON, OR ANY AFFILIATE OR
ASSOCIATE THEREOF (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT), WHETHER
CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDER, MAY BECOME
NULL AND VOID.  THE RIGHTS SHALL NOT BE
EXERCISABLE, AND SHALL BE VOID SO LONG AS HELD, BY A HOLDER IN ANY JURISDICTION
WHERE THE REQUISITE QUALIFICATION TO THE ISSUANCE TO SUCH HOLDER, OR THE
EXERCISE BY SUCH HOLDER, OF THE RIGHTS IN SUCH JURISDICTION SHALL NOT HAVE BEEN
OBTAINED OR BE OBTAINABLE.


 


THE SHARES EVIDENCED BY THIS CERTIFICATE HAVE
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”).  SUCH SHARES MAY NOT BE SOLD, TRANSFERRED
OR ASSIGNED IN 


 


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THE ABSENCE OF
AN EFFECTIVE REGISTRATION STATEMENT FOR THE SHARES UNDER THE ACT OR AN OPINION
OF THE TRUST’S COUNSEL THAT REGISTRATION IS NOT REQUIRED UNDER THE ACT.


 


THE SHARES
EVIDENCED BY THIS CERTIFICATE WERE ISSUED PURSUANT TO AN INCENTIVE PLAN
MAINTAINED BY THE TRUST.  THESE SHARES MAY BE
SUBJECT TO TRANSFER AND/OR VESTING RESTRICTIONS, AND UNVESTED SHARES ARE
SUBJECT TO REPURCHASE RIGHTS CONTAINED IN THE PLAN, THE RELATED GRANT OF SHARES
OR AN AGREEMENT BETWEEN THE TRUST AND THE INITIAL HOLDER OF THESE SHARES.  A COPY OF APPLICABLE RESTRICTIONS AND
REPURCHASE RIGHTS WILL BE FURNISHED TO THE HOLDER OF THIS CERTIFICATE WITHOUT
CHARGE UPON REQUEST TO THE SECRETARY OF THE TRUST.”


 


4.             Tax
Withholding.  To the extent required
by law, the Company shall withhold or cause to be withheld income and other
taxes incurred by the Employee by reason of a grant of Shares, and the Employee
agrees that he or she shall upon request of the Company pay to the Company an
amount sufficient to satisfy its tax withholding obligations from time to time
(including as Shares become vested) as the Company may request.


 


5.             Termination.  This Agreement shall continue in full force
and effect until the earliest to occur of the following, at which time except
as otherwise specified below this Agreement shall terminate:  (a) the date on which all repurchase
rights referred to in Section 2 hereof have terminated; or (b) except
to the extent specified in such notice, upon notice of termination by the
Company to the Employee pursuant to action taken by the Company’s Board of
Trustees.


 


6.             Miscellaneous.


 


(a)           Amendments.  Neither this Agreement nor any provision
hereof may be changed or modified except by an agreement in writing executed by
the Employee and the Company.


 


(b)           Binding
Effect of the Agreement.  This
Agreement shall inure to the benefit of, and be binding upon , the Company, the
Employee and their respective estates, heirs, executors, transferees,
successors, assigns and legal representatives.


 


(c)           Provisions
Separable.  In the event that any of
the terms of this Agreement shall be or become or is declared to be illegal or
unenforceable by any court or other authority of competent jurisdiction, such
terms shall be null and void and shall be deemed deleted from this Agreement,
and all the remaining terms of this Agreement shall remain in full force and
effect.


 


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(d)           Notices.  Any notice in connection with this Agreement
shall be deemed to have been properly delivered if it is in writing and is
delivered by hand or by facsimile or sent by registered certified mail, postage
prepaid, to the party addressed as follows, unless another address has been
substituted by notice so given:


 


	
  To
  the Employee:

  	
  To his address as set
  forth on the signature page hereof.

  
	
   

  	
   

  
	
  To
  the Company:

  	
  Senior Housing Properties
  Trust

  
	
   

  	
  400 Centre
  Street

  
	
   

  	
  Newton, MA
  02458

  
	
   

  	
  Attn:
  Secretary

  



 


(e)           Construction. 
The headings and subheadings of this Agreement have been inserted for
convenience only, and shall not affect the construction of the provisions
hereof.  All references to sections of
this Agreement shall be deemed to refer as well to all subsections which form a
part of such section.


 


(f)            No
Employment Agreement.  This Agreement
shall not be construed as an agreement by the Company, any affiliate or advisor
of the Company to employ the Employee, nor is the Company, any affiliate or
advisor of the Company obligated to continue employing the Employee by reason
of this Agreement or the grant of shares to the Employee hereunder.


 


(g)           Applicable
Law.  This Agreement shall be
construed and enforced in accordance with the laws of The Commonwealth of
Massachusetts.


 


IN WITNESS WHEREOF, the parties hereto have
executed this Agreement, or caused this Agreement to be executed under seal, as
of the date first above written.


 


 


	
   

  	
  SENIOR
  HOUSING PROPERTIES TRUST

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
  EMPLOYEE:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  [Name]

  
	
   

  	
  [Address]

  



 


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