Unassociated Document


    

      Exhibit
        10.51

      


      American
        Retirement Corporation (the “Company”)

      


      Summary
        of Director and Executive Officer Compensation

      


      


      I. 
DIRECTOR
        COMPENSATION.
        Effective
        as of January 1, 2006, each non-employee member of the Board of Directors
        will
        receive an annual cash retainer of $34,000, to be paid in quarterly
        installments. Each non-employee member of the Board of Directors will also
        be
        entitled to receive an annual cash retainer for service on each committee
        of the
        Board of Directors. Those members serving on the Executive Committee or Audit
        Committee will receive an annual committee retainer of $12,000. Those members
        serving on the Compensation Committee, Nominating and Corporate Governance
        Committee or Quality Assurance Committee will receive an annual committee
        retainer of $6,000. The chairs of the Executive Committee and Audit Committee
        will receive an additional annual cash retainer of $6,000 and the chairs
        of the
Compensation
        Committee, Nominating and Corporate Governance Committee and Quality Assurance
        Committee will receive an additional annual cash retainer of $3,000. Effective
        as of January 1, 2006, members of the Board of Directors will no longer be
        entitled to receive fees for attending or participating telephonically in
        board
        and committee meetings. Directors who are employees of, or paid consultants
        to,
        the Company do not receive additional compensation for serving as directors
        of
        the Company. 

      


      In
        addition to cash compensation, non-employee directors receive options to
        purchase shares of common stock pursuant to the Company’s 1997 Stock Incentive
        Plan. On the date of each annual meeting of the shareholders of the Company,
        each non-employee director who will continue as a director following such
        meeting automatically receives an option to purchase 3,000 shares of common
        stock. Such options vest with respect to all 3,000 shares on the date of
        the
        next annual meeting of shareholders. All options automatically granted to
        a
        non-employee director enable the optionees to purchase shares of common stock
        at
        the fair market value of the common stock on the date of grant. The terms
        of the
        options are ten years from the date of grant. The exercise price may be paid
        in
        cash, shares of common stock previously owned by the director, or a combination
        thereof.

      


      II. 
EXECUTIVE
        OFFICER COMPENSATION. The
        following table sets forth the current base salaries provided to the Company’s
        Chief Executive Officer and four most highly compensated executive
        officers.

      


      

        
          	
                  Executive
                    Officer

                	 	
                  Current
                    Salary 

                
	
                   

                  W.
                    E. Sheriff

                	 	
                   

                  $450,000

                
	
                  Gregory
                    B. Richard

                	 	
                  $240,000

                
	
                  Bryan
                    D. Richardson

                	 	
                  $240,000

                
	
                  H.
                    Todd Kaestner

                	 	
                  $235,000

                
	
                  George
                    T. Hicks

                	 	
                  $230,000

                


        

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

      In
        addition to their base salaries, the Company’s Chief Executive Officer and four
        most highly compensated executive officers are also eligible to:

      


      
        	 	
                ·

              	
                receive
                  cash bonuses under the Company’s Officer’s Incentive Compensation Plan, a
                  copy of which has been filed as Exhibit 10.__ to the Company’s Annual
                  Report on Form 10-K for the fiscal year ended December 31,
                  2005;

              
	 	 	 
	 	
                ·

              	
                participate
                  in the Company’s long-term incentive program, which currently involves the
                  award of restricted stock and stock options pursuant to the Company’s 1997
                  Stock Incentive Plan;

              
	 	 	 
	 	
                ·

              	
                participate
                  in the Company’s Deferred Compensation Plan and/or Supplemental Executive
                  Retirement Plan;

              
	 	 	 
	 	
                ·

              	
                participate
                  in the Company’s broad-based benefit programs generally available to its
                  salaried employees, including health, disability and life insurance
                  programs and 401(k) Plan.

              


      

      


      ADDITIONAL
        INFORMATION

       

      The
        foregoing information is summary in nature. Additional information regarding
        director and named executive officer compensation will be provided in the
        Company’s proxy statement to be filed in connection with the 2006 annual meeting
        of shareholders.