Unassociated Document


    
      
        Exhibit
          10.73

          


          AMERICAN
            RETIREMENT CORPORATION

          


          RESTRICTED
            STOCK AGREEMENT

          


          This
            RESTRICTED STOCK AGREEMENT (the “Agreement”) is by and between American
            Retirement Corporation, a Tennessee corporation (the “Company”), and
            ________________ (the “Grantee”).

          


          Section
            1.
Restricted
            Stock Award.
            The
            Grantee is hereby granted the right to receive ________ shares (the “Restricted
            Stock”) of the Company’s common stock, par value $0.01 per share (the “Common
            Stock”), subject to the terms and conditions of this Agreement and the American
            Retirement Corporation 1997 Stock Incentive Plan (as amended, the “Plan”).
            Capitalized terms used but not otherwise defined herein shall have the
            meanings
            ascribed thereto in the Plan.

          


          Section
            2.
Vesting
            of the Award.
            Subject
            to Sections
            5
            and
9
            hereof,
            the shares of Restricted Stock granted pursuant to Section
            1
            hereof
            shall vest at such times and in the percentages set forth below:

          


          a. The
            shares
            of Restricted Stock granted hereunder shall vest, if at all, in three
            (3) equal
            tranches (each, a “Tranche”) on March 31, 2006, March 31, 2007 and March 31,
            2008 (each, a “Vesting Date”), such that a maximum of thirty-three and one-third
            percent (33 1/3%) of the shares of Restricted Stock granted hereunder
            may vest
            on each Vesting Date. Any unvested shares of any Tranche of Restricted
            Stock
            that do not vest on a Vesting Date pursuant to the remaining provisions
            of this
Section
            2
            shall be
            immediately forfeited and the Grantee shall have no further rights with
            respect
            to such shares of Restricted Stock. Notwithstanding anything herein to
            the
            contrary, no fractional shares shall be issuable upon any Vesting
            Date.

          


          b. The
            number
            of shares of any Tranche of Restricted Stock that shall vest on any Vesting
            Date
            shall be determined by the achievement or partial achievement of the
            following
            three performance measures:

          


          i. certain
            targets to be established for such Tranche by the Compensation Committee
            of the
            Company’s Board of Directors (the “Compensation Committee”) with respect to Same
            Community NOI Growth (as defined by the Compensation Committee in its
            sole and
            absolute discretion) for the fiscal year ending on the December 31 immediately
            preceding the Vesting Date for such Tranche.

          


          ii. certain
            targets to be established for such Tranche by the Compensation Committee
            with
            respect to Adjusted EBITDAR Growth (as defined by the Compensation Committee
            in
            its sole and absolute discretion) for the fiscal year ending on the December
            31
            immediately preceding the Vesting Date for such Tranche.

          


          iii. certain
            targets to be established for such Tranche by the Compensation Committee
            with
            respect to Cash Earnings Growth (as defined by the Compensation Committee
            in its
            sole and absolute discretion) for the fiscal year ending on the December
            31
            immediately preceding the Vesting Date for such Tranche.

           

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

          
 

          c. Promptly
            following the establishment of the targets for each Tranche, the Compensation
            Committee will cause the targets to be distributed to the Grantee, along
            with a
            summary showing the method of calculating the number of shares to vest
            (if at
            all) in such Tranche upon the achievement or partial achievment of such
            targets.

          


          Section
            3.
Distribution
            of Restricted Stock.
            Certificates representing the shares of Restricted Stock that have vested
            under
Section
            2
            will be
            distributed to the Grantee as soon as practicable after each Vesting
            Date. The
            Certificates representing the Restricted Stock shall be subject to the
            restrictions on transfer set forth in Section
            6
            hereof.

          


          Section
            4.
Voting
            Rights and Dividends.
            Prior to
            the distribution of the Restricted Stock, certificates representing shares
            of
            Restricted Stock will be held by the Company (the “Custodian”) in the name of
            the Grantee. The Custodian will take such action as is necessary and
            appropriate
            to enable the Grantee to vote the Restricted Stock. All cash dividends
            received
            by the Custodian, if any, with respect to the Restricted Stock will be
            remitted
            to the Grantee. Stock dividends issued with respect to the Restricted
            Stock
            shall be treated as additional shares of Restricted Stock that are subject
            to
            the same restrictions and other terms and conditions that apply to the
            shares of
            Restricted Stock. Notwithstanding the foregoing, no voting rights or
            dividend
            rights shall inure to the Grantee following the forfeiture of the Restricted
            Stock pursuant to Section
            5
            or with
            respect to any shares of Restricted Stock that do not vest pursuant to
            Section
            2.

          


          Section
            5.
Termination.
            In the
            event that Grantee’s employment by the Company (or any Subsidiary or Affiliate
            of the Company) terminates for any reason, all shares of Restricted Stock
            that
            have not vested prior to the date of termination shall be immediately
            forfeited
            and Grantee shall have no further rights with respect to such shares
            of
            Restricted Stock. Notwithstanding the foregoing, if the Grantee dies
            while
            employed by the Company (or any Subsidiary or Affiliate of the Company)
            or if
            the Grantee’s employment is terminated by reason of Disability, the Grantee’s
            shares of Restricted Stock shall vest to the extent that the performance
            measures established for each fiscal year pursuant to Section
            2(b)
            are
            achieved (or partially achieved).

          


          Section
            6.
No
            Transfer or Pledge of Restricted Stock.
            No
            shares of Restricted Stock may be Transferred (as hereinafter defined)
            prior to
            the date such shares have vested, if at all, on any Vesting Date. Thereafter,
            the Grantee may not Transfer more than twenty-five percent (25%) of all
            of the
            Grantee’s vested Restricted Stock in any calendar quarter. In
            addition, any Transfer of vested Restricted Stock shall be subject to
            the
            Company’s determination that, after giving effect to such Transfer, the Grantee
            will remain in compliance with the provisions of any stock ownership
            policy
            applicable to the Grantee that is then in existence. As used herein,
            the term
“Transfer” shall mean any transfer, sale, conveyance, pledge, encumbrance,
            hypothecation or disposition of any kind, whether voluntary or
            involuntary.

           

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

          
 

          Section
            7.
Tax
            Election.
            The
            Grantee may, but is not required to, elect to apply the tax rules of
            Section
            83(b) of the Internal Revenue Code of 1986, as amended (the “Code”), to the
            issuance of the Restricted Stock. If the Grantee makes an affirmative
            election
            under Section 83(b) of the Code, the Grantee shall deliver a copy of
            such
            election to the Company in accordance with the requirements of the Code
            and the
            Regulations promulgated thereunder. The Grantee acknowledges that the
            decision
            to make, or refrain from making, an election to apply Section 83(b) of
            the Code
            is his individual decision, based upon the Grantee’s personal analysis and
            personal tax advice. The Grantee acknowledges that the Company has not
            attempted
            to influence the Grantee, or provided the Grantee with any advice, in
            connection
            with the Grantee’s determination of whether to make an election to apply Section
            83(b) of the Code. The Grantee is urged to consult with his individual
            tax
            advisors in making the determinations described in this section.

          


          Section
            8.
Tax
            Withholding.
            The
            Company may withhold from any distribution of Restricted Stock an amount
            of
            Common Stock equal to such federal, state or local taxes as shall be
            required to
            be withheld pursuant to any applicable law or regulation, unless the
            Company
            agrees to accept a payment of cash (or to withhold from other wages payable
            to
            Grantee) in the amount of such withholding taxes.

          


          Section
            9.
Change
            of Control.
            Upon the
            occurrence of a Change in Control or a Potential Change in Control, all
            Restricted Stock shall be deemed vested and the restrictions under the
            Plan and
            this Agreement with respect to the Restricted Stock, including the restriction
            on transfer set forth in Section
            6
            hereof,
            shall automatically expire and shall be of no further force or
            effect.

          


          Section
            10. Stock
            Subject to Award.
            In the
            event that the shares of Common Stock of the Company should, as a result
            of a
            stock split or stock dividend or combination of shares or any other change,
            redesignation, merger, consolidation, recapitalization or otherwise,
            be
            increased or decreased or changed into or exchanged for a different number
            or
            kind of shares of stock or other securities of the Company or of another
            corporation, the number of shares of Restricted Stock that have been
            awarded to
            Grantee shall be appropriately adjusted to reflect such action. If any
            such
            adjustment shall result in a fractional share, such fraction shall be
            disregarded.

          


          Section
            11. Stock
            Power.
            Concurrently with the execution of this Agreement, the Grantee shall
            deliver to
            the Company a stock power, endorsed in blank, relating to the shares
            of
            Restricted Stock. Such stock power shall be in a form satisfactory to
            the
            Company.

          


          Section
            12. Legend.
            Each
            certificate representing Restricted Stock shall bear a legend in substantially
            the following form:

          


          THIS
            CERTIFICATE AND THE SHARES OF STOCK REPRESENTED HEREBY ARE SUBJECT TO
            THE TERMS
            AND CONDITIONS (INCLUDING FORFEITURE AND RESTRICTIONS AGAINST TRANSFER)
            CONTAINED IN THE AMERICAN RETIREMENT CORPORATION 1997 STOCK INCENTIVE
            PLAN (AS
            AMENDED, THE “PLAN”) AND THE RESTRICTED STOCK AGREEMENT (THE “AGREEMENT”)
            BETWEEN THE OWNER OF THE RESTRICTED STOCK REPRESENTED HEREBY AND AMERICAN
            RETIREMENT CORPORATION (THE “COMPANY”). THE RELEASE OF SUCH STOCK FROM SUCH
            TERMS AND CONDITIONS SHALL BE MADE ONLY IN ACCORDANCE WITH THE PROVISIONS
            OF THE
            PLAN AND THE AGREEMENT, COPIES OF WHICH ARE ON FILE AT THE COMPANY.

           

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

          
 

          Section
            13. Restrictive
            Agreement.
            As a
            condition to the distribution of any vested shares of Restricted Stock,
            the
            Grantee (or his legal representative or estate or any third party transferee),
            if the Company so requests, will execute an agreement in form satisfactory
            to
            the Company in which the Grantee or such other recipient of the shares
            represents that he is acquiring the shares without a view to distribution
            thereof.

          


          Section
            14. No
            Right to Continued Employment.
            This
            Agreement shall not be construed as giving the Grantee the right to be
            retained
            in the employ of the Company (or any Subsidiary or Affiliate of the Company),
            and the Company (or any Subsidiary or Affiliate of the Company) may at
            any time
            dismiss the Grantee from employment, free from any liability or any claim
            under
            the Plan.

          


          Section
            15. Governing
            Provisions.
            This
            Agreement is made under and subject to the provisions of the Plan, and
            all of
            the provisions of the Plan are also provisions of this Agreement. If
            there is a
            difference or conflict between the provisions of this Agreement and the
            provisions of the Plan, the provisions of the Plan will govern. By signing
            this
            Agreement, the Grantee confirms that he or she has received a copy of
            the
            Plan.

          


          Section
            16. Miscellaneous.

          


          16.1
            Entire
            Agreement.
            This
            Agreement and the Plan contain the entire understanding and agreement
            between
            the Company and the Grantee concerning the Restricted Stock granted hereby,
            and
            supersede any prior or contemporaneous negotiations and understandings.
            The
            Company and the Grantee have made no promises, agreements, conditions,
            or
            understandings relating to the Restricted Stock, either orally or in
            writing,
            that are not included in this Agreement or the Plan.

          


          16.2
            Captions.
            The
            captions and section numbers appearing in this Agreement are inserted
            only as a
            matter of convenience. They do not define, limit, construe, or describe
            the
            scope or intent of the provisions of this Agreement.

          


          16.3
            Counterparts.
            This
            Agreement may be executed in counterparts, each of which when signed
            by the
            Company and the Grantee will be deemed an original and all of which together
            will be deemed the same Agreement.

          


          16.4
            Notice.
            Any
            notice or communication having to do with this Agreement must be given
            by
            personal delivery or by certified mail, return receipt requested, addressed,
            if
            to the Company, to the principal office of the Company, and, if to the
            Grantee,
            to the Grantee’s last known address provided by the Grantee to the
            Company.

           

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

          
 

          16.5
            Amendment.
            This
            Agreement may be amended by the Company, provided that unless the Grantee
            consents in writing, the Company cannot amend this Agreement if the amendment
            will materially change or impair the Grantee’s rights under this Agreement and
            such change is not to the Grantee’s benefit.

          


          16.6
            Successors
            and Assignment.
            Each and
            all of the provisions of this Agreement are binding upon and inure to
            the
            benefit of the Company and the Grantee and their heirs, successors, and
            assigns.
            However, the Grantee may not Transfer this Agreement or the Grantee’s rights
            hereunder. Furthermore, the Grantee may Transfer the Restricted Stock
            distributed to the Grantee pursuant to this Agreement only as set forth
            in this
            Agreement.

          


          16.7
            Governing
            Law.
            This
            Agreement shall be governed and construed exclusively in accordance with
            the
            laws of the State of Tennessee applicable to agreements to be performed
            in the
            State of Tennessee.

          


          


          [Signature
            page to follow.]

          


           

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

           

          
 

          IN
            WITNESS
            WHEREOF, the Company and the Grantee have executed this Agreement to
            be
            effective as of September, __ 2005.

          


          AMERICAN
            RETIREMENT CORPORATION

          
 

          By:_________________________________

          Name:_______________________________

          Title:________________________________

          


          


          Grantee:

           

          ____________________________________

          Name:_______________________________