Exhibit 10.7


 


RESTRICTED STOCK UNITS AWARD


PURSUANT TO THE OMEGA HEALTHCARE INVESTORS,
INC.


2013 STOCK INCENTIVE PLAN


 


THIS AGREEMENT is made
as of the Grant Date, by Omega Healthcare Investors, Inc. (the “Company”) to _______________ (the “Recipient”).


 


Upon and subject to
the Terms and Conditions attached hereto and incorporated herein by reference as part of this Agreement, the Company hereby awards
as of the Grant Date to the Recipient the number of Restricted Stock Units set forth below (the “Restricted Stock Units
Grant” or the “Award”). Underlined and capitalized captions in Items A through G below shall have
the meanings therein ascribed to them.


 


		A.	Grant Date: March 31, 2015.



 


		B.	Plan: (under which Restricted Stock Units Grant is granted): Omega Healthcare Investors,
Inc. 2013 Stock Incentive Plan.



 


		C.	Restricted Stock Units: _________ Restricted Stock Units, which represents the right of
the Recipient to receive upon vesting the same number of shares of the Company’s common stock (“Common Stock”),
subject to adjustment as provided in the attached Terms and Conditions.



 


		D.	Dividend Equivalents:  Each Restricted Stock Unit shall accrue Dividend Equivalents,
an amount equal to the dividends payable on one share of Common Stock to a shareholder of record on or after January 1, 2015 and
until the date that the shares of Common Stock attributable to the Vested Stock Units are issued or the Restricted Stock Units
are forfeited.



 


		E.	Distribution Date of Common Stock:  The shares of Common Stock attributable to
the Vested Stock Units shall be issued to the Recipient on the date the Restricted Stock Units become vested. Notwithstanding the
foregoing or any other provision hereof, distribution of the shares of Common Stock shall be delayed to the extent provided in
any deferral agreement between the Recipient and the Company.



 


		F.	Distribution Date of Dividend Equivalents:  The Dividend Equivalents shall be
paid to the Recipient on the same date that the related dividends are paid to shareholders of record, subject to required tax withholding;
provided, however that any Dividend Equivalents that are accrued and owing as of the Grant Date shall be paid within ten (10) days
after the Grant Date. Notwithstanding the foregoing or any other provision hereof, distribution of Dividend Equivalents shall be
delayed to the extent provided in any deferral agreement between the Recipient and the Company and shall be paid in the form provided
in such agreement.



 




    	 



    	 



    

 


		G.	Vesting Schedule:   The Restricted Stock Units shall vest according to the
Vesting Schedule attached hereto as Exhibit 1 (the “Vesting Schedule”). The Restricted Stock Units which
have become vested pursuant to the Vesting Schedule are herein referred to as the “Vested Stock Units.”



 


IN WITNESS WHEREOF,
the Company has executed this Agreement as of the Grant Date set forth above.


 


	 	OMEGA HEALTHCARE INVESTORS, INC.
	 	 	 
	 	By: 	 


 


	 	Title: 	 


 




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TERMS AND CONDITIONS TO THE


RESTRICTED STOCK UNITS AGREEMENT


PURSUANT TO THE OMEGA HEALTHCARE INVESTORS,
INC.


2013 STOCK INCENTIVE PLAN


 


1.         Vested
Stock Units.  Upon vesting, the Company shall cause the shares of Common Stock attributable to the Vested Stock Units
to be issued in book-entry form in the name of the Recipient.


 


2.         Tax
Withholding.


 


(a)        The
minimum amount of the required tax obligations imposed on the Company by reason of the issuance of the shares of Common Stock attributable
to Vested Stock Units shall be satisfied by reducing the actual number of shares of Common Stock by the number of whole shares
of Common Stock which, when multiplied by the Fair Market Value of the Common Stock on the Distribution Date of Common Stock, is
sufficient, together with cash in lieu of any fractional share, to satisfy such tax withholding, assuming that (i) the Recipient
does not make a valid election to satisfy tax withholding in cash pursuant to Subsection (b), and (ii) the Committee does not determine
that tax withholding will be required to be satisfied in another manner.


 


(b)        However,
the Recipient may elect in writing by notice to the Company received at least ten (10) days before the earliest Distribution Date
of Common Stock to satisfy such tax withholding obligation in cash by the earliest Distribution Date of Common Stock, as provided
in Subsection (a)(i). If the Recipient fails to timely satisfy payment of the cash amount, then Subsection (a) shall apply.


 


(c)       
To the extent that the Recipient is required to satisfy the tax withholding obligation in this Section in cash, the Company shall
withhold the cash from any cash payments then owed to the Recipient, or if none, the Recipient shall timely remit the cash amount.


 


(d)        If
the Recipient does not timely satisfy payment of the tax withholding obligation, the Recipient will forfeit the Vested Stock Units.


 


3.         Restrictions
on Transfer of Restricted Stock Units. Except for the transfer of any Restricted Stock Units by bequest or inheritance, the
Recipient shall not have the right to make or permit to exist any transfer or hypothecation, whether outright or as security, with
or without consideration, voluntary or involuntary, of all or any part of any right, title or interest in or to any Restricted
Stock Units. Any such disposition not made in accordance with this Agreement shall be deemed null and void. Any permitted transferee
under this Section shall be bound by the terms of this Agreement.


 


			4.         Change in Capitalization.



 


(a)        The
number and kind of shares issuable under this Agreement shall


 




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be proportionately
adjusted for nonreciprocal transactions between the Company and the holders of Common Stock that cause the per share value of the
shares of Common Stock subject to this Award to change, such as a stock dividend, stock split, spinoff, or rights offering (each
an “Equity Restructuring”). No fractional shares shall be issued in making such adjustment.


 


(b)        In
the event of a merger, consolidation, extraordinary dividend, sale of substantially all of the Company’s assets or other
material change in the capital structure of the Company, or a tender offer for shares of Common Stock, or other reorganization
of the Company, in each case that does not result in an Equity Restructuring or a Change in Control, the Compensation Committee
shall take such action to make such adjustments with respect to the Restricted Stock Units as the Compensation Committee, in its
sole discretion, determines in good faith is necessary or appropriate, including, without limitation, adjusting the number and
class of securities subject to the Award, substituting cash, other securities, or other property to replace the Award, or removing
of restrictions.


 


(c)        All
determinations and adjustments made by the Compensation Committee pursuant to this Section will be final and binding on the Recipient.
Any action taken by the Compensation Committee need not treat all recipients of awards under the Plan equally.


 


			(d)        The existence of the Plan and the
Restricted Stock Units Grant shall not affect the right or power of the Company to make or authorize any adjustment, reclassification,
reorganization or other change in its capital or business structure, any merger or consolidation of the Company, any issue of debt
or equity securities having preferences or priorities as to the Common Stock or the rights thereof, the dissolution or liquidation
of the Company, any sale or transfer of all or part of its business or assets, or any other corporate act or proceeding.



 


5.         Governing
Laws.  This Award shall be construed, administered and enforced according to the laws of the State of Maryland; provided,
however, no shares of Common Stock shall be issued except, in the reasonable judgment of the Compensation Committee, in compliance
with exemptions under applicable state securities laws of the state in which Recipient resides, and/or any other applicable securities
laws.


 


6.         Successors.  This
Agreement shall be binding upon and inure to the benefit of the heirs, legal representatives, successors, and permitted assigns
of the parties.


 


7.         Notice.   Except
as otherwise specified herein, all notices and other communications under this Agreement shall be in writing and shall be deemed
to have been given if personally delivered or if sent by registered or certified United States mail, return receipt requested,
postage prepaid, addressed to the proposed recipient at the last known address of the Recipient. Any party may designate any other
address to which notices shall be sent by giving notice of the address to the other parties in the same manner as provided herein.


 




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8.         Severability.  In
the event that any one or more of the provisions or portion thereof contained in this Agreement shall for any reason be held to
be invalid, illegal, or unenforceable in any respect, the same shall not invalidate or otherwise affect any other provisions of
this Agreement, and this Agreement shall be construed as if the invalid, illegal or unenforceable provision or portion thereof
had never been contained herein.


 


9.         Entire
Agreement.  This Agreement, together with the terms and conditions set forth in the Plan, expresses the entire understanding
and agreement of the parties with respect to the subject matter. In the event of a conflict between the terms of the Plan and this
Agreement, the Plan shall govern.


 


10.       No
Right to Continued Retention.  Neither the establishment of the Plan nor the award of Restricted Stock Units hereunder
shall be construed as giving Recipient the right to continued service with the Company or an Affiliate.


 


11.       Specific
Performance.  In the event of any actual or threatened default in, or breach of, any of the terms, conditions and
provisions of this Agreement, the party or parties who are thereby aggrieved shall have the right to specific performance and injunction
in addition to any and all other rights and remedies at law or in equity, and all such rights and remedies shall be cumulative.


 


12.       Headings
and Capitalized Terms.  Except as otherwise provided in this Agreement, section headings used herein are for convenience
of reference only and shall not be considered in construing this Award. Capitalized terms used, but not defined, in this Agreement
shall be given the meaning ascribed to them in the Plan.


 


13.       Definitions.  As
used in these Terms and Conditions and this Agreement:


 


“Cause”
shall have the meaning set forth in the employment agreement then in effect between the Recipient and the Company or an Affiliate,
or, if there is none, then Cause shall mean the occurrence of any of the following events:


 


(a)        willful
refusal by the Recipient to follow a lawful direction of the person to whom the Recipient reports or the Board of Directors of
the Company (the “Board”), provided the direction is not materially inconsistent with the duties or responsibilities
of the Recipient’s position with the Company or an Affiliate, which refusal continues after the Board has again given the
direction in writing;


 


(b)        willful
misconduct or reckless disregard by the Recipient of the Recipient’s duties or with respect to the interest or material
property of the Company or an Affiliate;


 


(c)        intentional
disclosure by the Recipient to an unauthorized person of Confidential Information or Trade Secrets, which causes material harm
to the Company or an Affiliate;


 




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(d)        any
act by the Recipient of fraud against, material misappropriation from or significant dishonesty to either the Company or an Affiliate,
or any other party, but in the latter case only if in the reasonable opinion of at least two-thirds of the members of the Board
(excluding the Recipient), such fraud, material misappropriation, or significant dishonesty could reasonably be expected to have
a material adverse impact on the Company or its Affiliates; or


 


(e)        commission
by the Recipient of a felony as reasonably determined by at least two-thirds of the members of the Board (excluding the Recipient).


 


“Change
in Control” means any one of the following events which occurs following the Grant Date:


 


(a)        the
acquisition within a twelve (12) month period, directly or indirectly, by any “person” or “persons” (as
such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended), other than the Company or
any employee benefit plan of the Company or an Affiliate, or any corporation pursuant to a reorganization, merger or consolidation,
of equity securities of the Company that in the aggregate represent thirty percent (30%) or more of the total voting power of the
Company’s then outstanding equity securities;


 


(b)        the
acquisition, directly or indirectly, by any “person” or “persons” (as such terms are used in Sections 13(d)
and 14(d) of the Securities Exchange Act of 1934, as amended), other than the Company or any employee benefit plan of the Company
or an Affiliate, or any corporation pursuant to a reorganization, merger or consolidation of equity securities of the Company,
resulting in such person or persons holding equity securities of the Company that, together with equity securities already held
by such person or persons, in the aggregate represent more than fifty percent (50%) of the total fair market value or total voting
power of the Company’s then outstanding equity securities;


 


(c)        individuals
who as of the date hereof, constitute the Board (the “Incumbent Board”) cease for any reason to constitute at
least a majority of the Board; provided, however, that any individual becoming a director subsequent to the date hereof whose election,
or nomination for election by the Company’s shareholders, was approved by a vote of at least two-thirds of the directors
then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding,
for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election
contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents
by or on behalf of a person other than the Board;


 


(d)        a
reorganization, merger or consolidation, with respect to which persons who were the holders of equity securities of the Company
immediately


 




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prior to such reorganization, merger
or consolidation, immediately thereafter, own equity securities of the surviving entity representing less than fifty percent (50%)
of the combined ordinary voting power of the then outstanding voting securities of the surviving entity; or


 


(e)        the
acquisition within a twelve (12) month period, directly or indirectly, by any “person” or “persons” (as
such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended), other than any corporation
pursuant to a reorganization, merger or consolidation, of assets of the Company that have a total gross fair market value equal
to or more than eighty-five percent (85%) of the total gross fair market value of all of the assets of the Company immediately
before such acquisition.


 


Notwithstanding the
foregoing, no Change in Control shall be deemed to have occurred for purposes of this Agreement (a) unless the event also constitutes
a “change in the ownership or effective control of the corporation or in the ownership of a substantial portion of the assets
of the corporation” within the meaning of Code Section 409A(a)(2)(v), or (b) by reason of any actions or events in which
the Recipient participates in a capacity other than in his capacity as an officer, employee, or director of the Company or an Affiliate.


 


“Confidential
Information” means data and information relating to the business of the Company or an Affiliate (which does not rise
to the status of a Trade Secret) which is or has been disclosed to the Recipient or of which the Recipient became aware as a consequence
of or through his relationship to the Company or an Affiliate and which has value to the Company or an Affiliate and is not generally
known to its competitors. Confidential Information shall not include any data or information that has been voluntarily disclosed
to the public by the Company or an Affiliate (except where such public disclosure has been made by the Recipient without authorization)
or that has been independently developed and disclosed by others, or that otherwise enters the public domain through lawful means
without breach of any obligations of confidentiality owed to the Company or any of its Affiliates.


 


“Good Reason”
shall have the meaning set forth in the employment agreement then in effect between the Recipient and the Company or an Affiliate,
or, if there is none, then Good Reason shall mean the occurrence of an event listed in (a) through (c) below:


 


(a)        the
Recipient experiences a material diminution of the Recipient’s responsibilities of the Recipient’s position, as reasonably
modified by the person to whom the Recipient reports or the Board from time to time, such that the Recipient would no longer have
responsibilities substantially equivalent to those of other executives holding equivalent positions at companies with similar revenues
and market capitalization;


 


(b)        the
Company or the Affiliate which employs the Recipient reduces the Recipient’s annual base salary or annual bonus opportunity
at high, target or threshold performance as a percentage of annual base salary; or


 




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(c)        the
Company or the Affiliate which employs the Recipient requires the Recipient to relocate the Recipient’s primary place of
employment to a new location that is more than fifty (50) miles from its current location (determined using the most direct driving
route), without the Recipient’s consent;


 


provided
however, as to each event in Subsection (a) through (c),


 


(i)          the
Recipient gives written notice to the Company within ten (10) days following the event or receipt of notice of the event of the
Recipient’s objection to the event;


 


(ii)         the
Company or the Affiliate which employs the Recipient fails to remedy the event within ten (10) days following the Recipient’s
written notice; and


 


(iii)        the
Recipient terminates his employment within thirty (30) days following the Company’s and the Affiliate’s failure to
remedy the event.


 


“Trade Secrets”
means information including, but not limited to, technical or nontechnical data, formulae, patterns, compilations, programs, devices,
methods, techniques, drawings, processes, financial data, financial plans, product plans or lists of actual or potential customers
or suppliers which (i) derives economic value, actual or potential, from not being generally known to, and not being readily ascertainable
by proper means by, other persons who can obtain economic value from its disclosure or use, and (ii) is the subject of efforts
that are reasonable under the circumstances to maintain its secrecy.


 




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EXHIBIT
1


 


VESTING SCHEDULE


 


		A.	The Restricted Stock Units shall become Vested Stock Units in accordance with the schedule below:



 


	
         

        Date
	Percentage of Restricted

Stock Units which are Vested Stock Units
	 	 
	December 31, 2017	100%


 


; provided the Recipient
must remain an employee, director or consultant of the Company or an Affiliate through the indicated date set forth above to vest
in accordance with the schedule above.


 


		B.	Notwithstanding the foregoing, if more than sixty (60) days before a Change in Control and in the
year set forth in the schedule below:



 


		1.	the Recipient ceases services as an employee, director or consultant of the Company and all Affiliates
due to the Recipient’s death or Disability,



 


		2.	the Recipient resigns from the Company and all Affiliates for Good Reason, or



 


		3.	the Company and all Affiliates terminate the Recipient’s employment without Cause,



 


then the percentage of the Restricted
Stock Units in the schedule set forth below shall become Vested Stock Units if they have not been previously forfeited.


 


	
         

        Year of Termination
	Percentage of Restricted

Stock Units which are Vested Stock Units
	 	 
	2015	331/3%
	2016	662/3%
	2017	100%


 


		C.	Notwithstanding the foregoing, if a Change in Control occurs on or after the Grant Date and before
December 31, 2017, and within (i) sixty (60) days before a Change in Control or (ii) after a Change in Control:



 


		1.	the Recipient ceases services as an employee, director or consultant of the Company and all Affiliates
due to the Recipient’s death or Disability,



 


		2.	the Recipient resigns from the Company and all Affiliates for Good Reason, or



 


		3.	the Company and all Affiliates terminate the Recipient’s employment without Cause.



 




    	Exhibit 1 – Page 1



    	 



    

 


then all Restricted Stock Units
shall become Vested Stock Units as of the later of the date of the Change in Control or the date of termination of employment if
they have not been previously forfeited.


 


		D.	Restricted Stock Units which have not become Vested Stock Units as of the earlier of December 31,
2017 or, except as provided in Item C above, the Recipient’s cessation of services as an employee, director, or consultant
of the Company and all Affiliates shall be forfeited.



 


		E.	Notwithstanding any other provisions of this Agreement, the Restricted Stock Units shall immediately
be forfeited if the Agreement and Plan of Merger dated as of October 30, 2014, by and among Omega Healthcare Investors, Inc., OHI
Healthcare Properties Holdco, Inc., OHI Healthcare Properties Limited Partnership, L.P., Aviv REIT, Inc. and Aviv Healthcare Properties
Limited Partnership (the “Merger Agreement”) is terminated such that the “Merger” (as defined
in the Merger Agreement) does not occur.





 






    	Exhibit 1 – Page 2