exv10w5



 





Exhibit 10.5




[Name]




STOCK OPTION AGREEMENT UNDER THE




BEVERLY ENTERPRISES, INC.




NON-EMPLOYEE DIRECTORS’ STOCK OPTION PLAN




     This Stock Option Agreement is effective as of the          day of          ,
   between BEVERLY ENTERPRISES, INC. a Delaware corporation (the
“Corporation”) and          (the “Participant”), a Non-Employee Director of
the Corporation under the following terms and conditions:



I.

DEFINITIONS




     Terms capitalized and not defined herein shall have the respective
meanings set forth in the Beverly Enterprises, Inc. Non-Employee Directors’
Stock Option Plan, as amended from time to time (the “Plan”).



II.

GRANT OF OPTION




     The Corporation has, on the date(s) set forth on Schedule “A” attached
hereto (each such date, hereinafter referred to as a “Grant Date”) granted to
Participant the option to purchase, with respect to each Grant Date (each such
option herein after referred to as an “Option”), all or any of the number of
shares of Stock set forth on Schedule “A” attached hereto and identified next
to each Grant Date in accordance with the Plan.



III.

EXERCISE PRICE




     With respect to each Option, the exercise price shall be as set forth on
Schedule “A” attached hereto, next to each Grant Date.



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IV.

TERM OF OPTION




     With respect to each Option, the expiration date of each Option shall be
as set forth on Schedule “A” attached hereto. Notwithstanding the foregoing,
no option shall be exercisable after the expiration of ten (10) years from the
Grant Date.



V.

EXERCISE OF THE OPTION




     Except as otherwise expressly provided in the Plan, this Option may be
exercised during the lifetime of the Participant only by the Participant, and
only while the Participant is a Non-Employee Director, and is nontransferable
other than by the Participant’s Will or by the laws of descent and distribution
or pursuant to a qualified domestic relations order.



     This Option must be exercised, in accordance with its terms in writing, on
such form or forms as may be prescribed by the Corporation from time to time
and made available to the Participant. Such exercise shall become effective
upon receipt by the Corporation of the executed form specifying the number of
shares to be purchased, accompanied by full payment for the exercise price in
cash or shares of Common Stock held by the Participant for more than six months
and having a Fair Market Value equal in amount to the exercise price, or partly
in cash and partly in shares of Common Stock.



     It shall be a condition to the obligation of the Corporation to issue
shares of Common Stock upon exercise of an Option, that the Participant (or any
beneficiary or person entitled to act) pay to the Corporation, upon its demand,
such amount as may be requested by the Corporation for the purpose of
satisfying any liability to withhold Federal, state, local or foreign income or
other taxes. Such amount may be paid by the Participant by cash or check or by
authorizing the Corporation to withhold shares of Common Stock with a Fair
Market Value equal to such Participant’s withholding obligation. If the amount
requested is not paid, the Corporation may refuse to issue shares of Common
Stock.



IV.

TERMINATION OTHER THAN DEATH OR DISABILITY




     In the event the Participant ceases to be a Non-Employee Director of the
Corporation for any reason other than death or disability when no Change of
Control has occurred, and such termination occurs prior to the time an Option
granted to such Participant has become exercisable, such Option shall terminate
with respect to the shares as to which the Option is not then exercisable and
all rights of the Participant to such shares shall terminate without further
obligation on the part of the Corporation. As regards any Option which is
exercisable by the Participant at such time, such Participant must exercise
such Option within 90 days following the date the Participant



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so ceased to be a Non-Employee Director; and, any such Option remaining
unexercisable as of the close of such period shall expire.




VII.

DEATH OF PARTICIPANT




     In the event a Participant ceases to be a Non-Employee Director of the
Corporation by reason of death, including without limitation in the event that
a Participant dies after ceasing to be a member of the Board by reason of
disability, any Option granted to such Participant hereunder that has not been
fully exercised at the time of the Participant’s death may be exercised at any
time within the greater of:



     (1) one year after the date of death, or



     (2) the remainder of the period in which such Participant could have
exercised the Option had the Participant not died. In the event any Option is
exercised by the executors, administrators, legatees, or distributees of the
estate of a deceased Participant, the Corporation shall be under no obligation
to issue Common Stock thereunder unless and until the Corporation is satisfied
that the person or persons exercising the Option are the duly appointed legal
representatives of the deceased optionee’s estate or the proper legatees or
distributees thereof.



VIII.

CHANGE IN CONTROL




     An option granted to any Participant shall become immediately exercisable
in full upon a Change in Control.



IX.

CHANGE IN CAPITAL STRUCTURE




     The number and kinds of shares subject to the Option shall be subject to
adjustment as provided in the Plan.



X.

GENERAL PROVISIONS




     The Plan provides important details governing all Options under the Plan.
The terms and provisions of the Plan are a part of this Stock Option Agreement
and shall control over any conflicting terms herein.



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     IN WITNESS WHEREOF, the Corporation has caused this Stock Option Agreement
to be duly executed by its officers thereunto duly authorized, and the
Participant has hereunto set his hand effective on the date first above
written.




BEVERLY ENTERPRISES, INC.




By                                                          




                                                                            

– Participant




                                                                            

Social Security Number




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