exv10w3



 





Exhibit 10.3





NAME:



RESTRICTED STOCK AGREEMENT

BEVERLY ENTERPRISES, INC. NON-EMPLOYEE DIRECTORS’ STOCK OPTION PLAN




     This Restricted Stock Agreement (the “Agreement”) is made effective the
20th day of May, 2004 between BEVERLY ENTERPRISES, INC., a Delaware Corporation
(the “Company”, which term shall include its wholly-owned subsidiaries), and
         (the “Participant”), a Non-Employee Director for the Company
under the following terms and conditions. The Agreement is issued pursuant to
Section 7.1 of the Beverly Enterprises, Inc., Non-Employee Directors’ Stock
Option Plan (the “Plan”). Unless otherwise defined in this Agreement,
capitalized terms used herein have the meanings designated in the Plan.



I

GRANT OF RESTRICTED STOCK




     The Company has, as of May 20, 2004, (hereinafter referred to as the “Date
of Grant”), granted to Participant a restricted stock award (hereinafter
referred to as the “Restricted Stock”) of          shares of stock in
accordance with the Plan. The per share fair market value of the Restricted
Stock on the Date of Grant was $         .



II

PERIOD OF RESTRICTION




     The Period of Restriction for the Restricted Stock shall be for one year
beginning on the Date of Grant and ending on May 20, 2005. The Period of
Restriction shall lapse on the first anniversary of the Date of Grant. The
Board of Directors may defer the lapsing of a restriction on the Restricted
Stock until a future date determined by the Board of Directors; provided,
however, that the Board of Directors may not defer the lapsing of a restriction
beyond December 31, 2005. Notwithstanding anything to the contrary in this
Agreement, unless determined otherwise by the Committee prior to a Change in
Control of Beverly Enterprises, Inc. (“BEI”), all Restrictions shall lapse and
the Restricted Stock shall become immediately vested upon a Change in Control
of BEI. The Committee retains the discretion, however, to make other
arrangements (including assumption, substitution, or cash out of the Restricted
Stock) in the event of a Change in Control of BEI.



III

TERMINATION OTHER THAN DEATH, DISABILITY OR RETIREMENT




     If, during the Period of Restriction, the Participant ceases to be a
Non-Employee Director of the Company for any reason other than death,
disability or retirement, when no Change of Control has occurred, Participant
shall immediately forfeit to the Company the portion of the Restricted Stock
for which any restriction has not lapsed, the certificate(s) representing the
Restricted Stock shall be cancelled, and the forfeited shares shall be returned
to the Plan.



IV

DEATH OF PARTICIPANT




     In the event a Participant ceases to be a Non-Employee Director of the
Company 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, all restrictions on the Restricted Stock shall lapse and the
Restricted Stock shall become immediately vested.



 









 





V

DISABILITY




     In the event a Participant ceases to be a Non-Employee Director of the
Company by reason of Disability, all restrictions on the Restricted Stock shall
lapse and the Restricted Stock shall become immediately vested.



VI

RETIREMENT




     In the event a Participant ceases to be a Non-Employee Director of the
Company by reason of retirement (as defined in the Plan), all restrictions on
the Restricted Stock shall lapse and the Restricted Stock shall become
immediately vested.



VII

CHANGE IN CONTROL




     All restrictions on the Restricted Stock shall lapse and the Restricted
Stock shall become immediately vested upon a Change in Control.



VIII

THE PLAN




     The Restricted Stock granted pursuant to this Agreement is subject to the
terms and conditions set forth herein as well as the provisions of the Plan.
In the event of a conflict between the terms of the Plan and this Agreement,
the Plan shall control. The Company will provide a copy of the Plan to
Participant upon request.



IX

RESTRICTIONS




     During the Restricted Period, you shall not sell, pledge, assign,
transfer, hypothecate, or otherwise dispose of the Restricted Stock, and the
Restricted Stock shall not be subject to execution, attachment or similar
process. Any attempt during the Restricted Period to sell, pledge, assign,
transfer, hypothecate, or otherwise dispose of Restricted Stock, or to subject
Restricted Stock to execution, attachment or similar process, shall be void ab
initio and may result in the entire Award becoming immediately null and void,
in the sole discretion of the Committee.



     The Committee may, in its sole discretion, impose other restrictions
including, but not limited to, those applicable under any federal or state
statute or common law, rule or regulation, or any rule or regulation of any
securities exchange on which the stock may be listed, or any rule or policy the
Company may from time to time adopt, including but not limited to block trades,
window periods, blackout periods, etc.



X

GOVERNING LAW




     This Agreement shall be governed by, and construed, interpreted and
enforced under, the laws of the State of Delaware, without giving effect to the
principles of conflicts of law.



 









 





XI

ENTIRE AGREEMENT




     This Agreement, including the Plan, constitute the entire agreement
between you and the Company relating to this subject matter. No other prior or
contemporaneous agreements, promises, representations, covenants, warranties,
or any other undertaking whatsoever respecting such matters shall be deemed in
any way to exist or to bind any of the parties. You acknowledge and agree that
you have not executed this Restricted Stock Agreement in reliance on any such
other agreement, promise, representation, covenant, warranty, or undertaking.
The Restricted Stock Agreement may not be orally modified. All modifications
must be agreed to in writing and signed by both parties.



XII

NEW, SUBSTITUTED OR ADDITIONAL SECURITIES




     In the event of any stock dividend, stock split or consolidation or any
like capital adjustment of any of the outstanding securities of the Company,
all new, substituted or additional securities or other property, if any, to
which you become entitled by reason of this Restricted Stock Award shall be
subject to forfeiture to the Company with the same force and effect as is this
Restricted Stock Award immediately prior to such event.



XIII

REGISTRATION




     At the present time, the Company has an effective registration statement
on file with the Securities and Exchange Commission with respect to the shares
of Common Stock subject to this Restricted Stock Award. The Company intends to
maintain this registration but has no obligation to do so. In the event the
registration ceases to be effective, you will not be able to transfer or sell
Shares issued to you pursuant to this Restricted Stock Award unless exemptions
from registration under applicable securities laws are available. Such
exemptions from registration are very limited and might be unavailable. You
hereby agree that any resale of the shares of Common Stock issued pursuant to
this Award shall comply in all respects with requirements of all applicable
securities laws, rules, and regulations (including, without limitation, the
provisions of the Securities Act, the Exchange Act and the respective rules and
regulations promulgated thereunder) and any other law, rule or regulation
applicable thereto, as such laws, rules, and regulations may be amended from
time to time. The Company shall not be obligated to either issue the Shares or
permit the resale of any Shares if such issuance or resale would violate any
such requirements.



     IN WITNESS WHEREOF, the Company has caused this Restricted Stock Agreement
to be duly executed by its officers thereunto duly authorized, and the
Participant has hereunto set his or her hand as of the date first above
written.



	 	 	 
	BEVERLY ENTERPRISES, INC.

	 	Participant
	 
	 	 
	By:                                                          

	 	By:                                                          
	

	 	Name:
	

	 	SSN: