exv10w6



 





Exhibit 10.6





Name:



AMENDED AND RESTATED STOCK OPTION AGREEMENT

BEVERLY ENTERPRISES, INC. 1997 LONG-TERM INCENTIVE PLAN




     This Amended and Restated Option Agreement is made effective the          day
of          ,          between BEVERLY ENTERPRISES, INC., a Delaware Corporation (the
“Corporation”), and          , (the “Employee”), a full-time employee of
the Corporation or a subsidiary of the Corporation, under the following terms
and conditions. This Amendment and Restated Stock Option Agreement supersedes
any prior agreements between the Corporation and the Employee relating to
options to purchase shares of stock.



I

GRANT OF OPTION




     The Corporation has, on the date set forth on each Notice of Grant of
Stock Options and Option Agreement and Personnel Option Status (hereinafter
called a “Schedule”) attached hereto (each such date, hereinafter referred to
as a “Date of Grant”), granted to Employee the option to purchase, with respect
to each Date of Grant (each such option, hereinafter referred to as an
“Option”), all or any of the number of shares of Stock set forth on one or more
Schedules attached hereto in accordance with the Beverly Enterprises, Inc. 1997
Long-Term Incentive Plan (the “Plan”). Each Option identified as either an
“ISO” or “Incentive Stock Option” on the Schedules attached hereto is intended
to qualify as an “incentive stock option” within the meaning of Section 422 of
the Code, and each Option identified as either an “NQSO” or “Nonqualified Stock
Option” on the Schedules attached hereto is not intended to qualify as an
“incentive stock option” within the meaning of Section 422 of the Code. Unless
otherwise defined in this Amended and Restated Stock Option Agreement,
capitalized terms used herein have the meanings designated in the Plan.



II

EXERCISE PRICE




     With respect to each Option, the Exercise Price shall be as set forth on
the related Schedule attached hereto.



III

VESTING




     (a) Except as otherwise provided in the Plan or on the Schedules attached
hereto, each Option shall not be exercisable until one (1) year following the
Date of Grant for such Option. Thereafter, such Option shall be exercisable
twenty five percent (25%) per year, commencing one (1) year from the Date of
Grant.



     (b) Each unvested option shall become fully vested on the date Employee’s
employment with the Corporation or a subsidiary is terminated due to death,
disability or retirement.



IV

TERM OF OPTION




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



V

NONTRANSFERABILITY




     (a) With respect to each Option, such Option shall not be transferable by
the Employee except, after the Employee’s death, to his or her spouse, child,
estate, personal representative, heir or successor, by testamentary disposition
or the laws of descent and distribution. More particularly (but without
limiting the generality of the foregoing), such Option may not be assigned,
transferred (except as aforesaid), pledged or



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hypothecated in any way (whether
by operation of law or otherwise), and shall not be subject to execution,
attachment or similar process. Any attempted assignment, transfer, pledge,
hypothecation or other disposition of the Option contrary to the provisions
hereof, and the levy of any attachment or similar process upon the Option that
would otherwise effect a change in the ownership of the Option, shall terminate
the Option; provided, however, that in the case of the involuntary levy of any
attachment or similar involuntary process upon the Option, the Employee shall
have thirty (30) days after notice thereof to cure such levy or process before
the Option terminates.




     (b) Notwithstanding paragraph (a) of this Article V, in the case of a
Nonqualified Stock Option, such Option may be transferred by the Employee (i)
pursuant to a qualified domestic relations order, or (ii) with the prior
approval of the Committee and on such terms and conditions as the Committee in
its sole discretion may approve, to (A) the spouse, child, step-child,
grandchild or step-grandchild of the Employee (each an “Immediate Family
Member”), (B) a trust the beneficiaries of which do not include persons other
than the Employee and Immediate Family Members, (C) a partnership (either
general or limited) the partners of which do not include persons other than the
Employee and Immediate Family Members (or a corporation the shareholders of
which do not include persons other than the Employee and Immediate Family
Members), (D) a corporation the shareholders of which do not include persons
other than the Employee and Immediate Family Members, or (E) any other
transferee that is approved by the Committee in its sole discretion.



     (c) This Amended and Restated Stock Option Agreement shall be binding on
and enforceable against any person who is a permitted transferee of the Option
pursuant to this Article V.



VI

EXERCISE OF OPTION




     (a) Except as otherwise provided in the Plan and this Amended and Restated
Stock Option Agreement, the Option may be exercised during the lifetime of the
Employee only by the Employee and only while the Employee is in the employ of
the Corporation or any subsidiary.



     (b) Except as otherwise provided in the Plan, the Option must be
exercised, in accordance with its term, in writing, by the delivery of a
written notice to the Corporation in the form prescribed by the Committee
setting forth, with respect to each Option, the number of Shares to which the
Option is to be exercised and accompanied by full payment of the Exercise Price
for the Shares. Such exercise shall become effective upon receipt by the
Corporation of the written notice. The Exercise Price shall be payable to the
Corporation in full in cash, or its equivalent, or, to the extent permitted by
applicable law and not in violation of any instrument or agreement to which the
Corporation is a party, by delivery of Shares (not subject to any security
interest or pledge) valued at Fair Market Value at time of exercise, or by a
combination of the foregoing, or in any other form of payment acceptable to the
Committee. The Corporation reserves the right to require any Shares delivered
by the Employee in full or partial payment of the Exercise Price to be limited
to those Shares already owned by the Employee for at least six (6) months. As
soon as practicable, after the receipt of written notice and payment, the
Corporation shall deliver to the Employee stock certificates in an appropriate
amount based upon the number of Shares with respect to which each Option is
exercised, issued in the Employee’s name.



VII

TERMINATION OF EMPLOYMENT




     If the Employee’s employment with the Corporation or any subsidiary is
terminated for any reason other than by the Employee’s death, disability or
retirement, each Option may be exercised (for not more than the number of
Shares as to which the Employee might have exercised the Option on the date
which employment was terminated) at any time (A) prior to the normal expiration
date for such Option, in the event such normal expiration date is not more than
three (3) months following the date of such termination, or (B) within the
three-month period following the date of such termination, in the event that
the Option’s normal expiration date is more than three (3) months following the
date of termination of employment.



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VIII

DEATH OF EMPLOYEE




     If the Employee dies while employed by the Corporation or any subsidiary
or during the three months after disability or retirement, such Option may be
exercised by such person or persons as shall have acquired the Employee’s
rights with respect to the Option by will or the laws of descent and
distribution, at any time prior to the earlier of three (3) years from
Employee’s death or the normal expiration date for such Option.



IX

DISABILITY




(a) If Employee’s employment with the Corporation or any subsidiary is
terminated by reason of Disability (and Employee lives more than three months
after such termination), each option identified as an ISO may be exercised at
any time (a) prior to the normal expiration date for such Option, in the event
such normal expiration date is not more than one (1) year following the date of
such termination, or (b) within one (1) year following the date of such
termination, in the event that the Option’s normal expiration date is more than
one (1) year following the date of such termination.




(b) If Employee’s employment with the Corporation or any subsidiary is
terminated by reason of Disability, each Option identified as a NQSO may be
exercised at any time (a) prior to the normal expiration date for such Option,
in the event such normal expiration date is not more than three (3) years
following the date of such termination, or (b) within three (3) years following
the date of such termination in the event that the Option’s normal expiration
date is more than three (3) years following the date of such termination.




X

RETIREMENT




(a) If Employee’s employment with the Corporation or any subsidiary is
terminated by reason of retirement and the Employee does not die within three
(3) months following such termination, each Option identified as an ISO may be
exercised at any time (a) prior to the normal expiration date for such Option,
in the event such normal expiration date is not more than three (3) months
following the date of such termination, or (b) within three (3) months of such
termination in the event that the Option’s normal expiration date is more than
three (3) months following the date of termination of employment.




(b) If Employee’s employment with the Corporation or any subsidiary is
terminated by reason of retirement, each Option identified as an NQSO
may be exercised at any time (a) prior to the normal expiration date for
such Option, in the event the normal expiration is not more than three
(3) years following the date of such termination, or (b) within three
(3) years following the date of such termination in the event that the
Option’s normal expiration date is more than three (3) years following
the date of such termination.




XI

CHANGE OF CAPITAL STRUCTURE




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



XII

COMPLIANCE WITH LAW




     No shares of Stock are issuable upon the exercise of any Option unless
legal counsel to the Corporation shall be satisfied that such issuance will be
in compliance with all applicable federal and state securities laws and
regulations and any other applicable laws or regulations. The Committee may
require, as a condition of any share issuance, that certain agreements,
undertakings, representations, certificates, and/or other information, as the
Committee may deem necessary or advisable, be executed or provided to the
Corporation to assure compliance with all such applicable laws or regulations.
Any certificates for shares of



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Stock delivered under the Plan may be subject to
such stop-transfer orders, restrictive legends, lock-up agreements, and such
other restrictions as the Committee shall deem advisable under the rules,
regulations, or other requirements of the Securities and Exchange Commission,
any stock exchange upon which the Stock is then listed, any applicable federal
or state securities law, and any agreements with an underwriter, broker, or
dealer. In addition, if, at the time of the issuance of shares of Stock, any
law, rule, regulation, or other requirement of any governmental authority or
agency shall require the Corporation to take any action in connection with any
such shares to be issued, the issuance of such shares shall be deferred until
such required action is taken.




XIII

CONTINUATION OF EMPLOYMENT




     This Amended and Restated Stock Option Agreement does not confer upon the
Employee any right to continue in the employ of the Corporation or any
subsidiary, nor shall it be construed as limiting, in any way, the right of the
Corporation or any subsidiary to terminate such employment at any time with or
without cause or to change the compensation paid to the Employee.



XIV

WITHHOLDING




     Except as otherwise provided in the Plan, the Corporation may make such
provisions as it may deem appropriate for the withholding of any taxes which
the Corporation determines it is required to withhold in connection with any
option exercise pursuant to the Plan. The Employee agrees that the full amount
of the taxes which are required to be withheld shall be deposited with the
Corporation prior to the distribution to the employee of any stock certificates
or stock sale proceeds.



XV

GENERAL PROVISIONS




     (a) The Corporation shall at all times during the term of any Option use
its best efforts to reserve and keep available such number of Shares as will be
sufficient to satisfy the requirements of this Amended and Restated Stock
Option Agreement, shall pay all original issue and transfer taxes with respect
to the issue and transfer of Shares pursuant hereto and all other fees and
expenses necessarily incurred by the Corporation in connection therewith, and
will, from time to time, use its best efforts to comply with all laws and
regulations which, in the opinion of counsel for the Corporation, shall be
applicable thereto.



     (b) Neither the Employee nor any beneficiary or other person claiming
under or through the Employee shall have any right, title, interest or
privilege in or to any Stock allocated or reserved for the purpose of the Plan
or subject to this Amended and Restated Stock Option Agreement except as to
such Shares, if any, as shall have been issued to such person upon exercise of
any Option or any part of it.



     (c) Each Option hereby granted is subject to, and the Corporation and the
Employee agree to be bound by, all of the terms and provisions of the Plan as
the same may be amended from time to time in accordance with the terms thereof,
but no such amendment adopted after the Date of Grant of an Option shall be
effective as to any such Option without the Employee’s consent insofar as it
may adversely affect the Employee’s rights under this Amended and Restated
Stock Option Agreement.



     (d) All terms of and any rights under this Amended and Restated Stock
Option Agreement shall be governed by and construed in accordance with the
internal laws of the State of Delaware without giving effect to principles of
conflicts of law.



     (e) This Amended and Restated Stock Option Agreement may be amended, and
any provision hereof may be waived, only by a writing signed by the party to be
charged.



     (f) This Amended and Restated Stock Option Agreement, together with the
Plan and all Schedules attached hereto, sets forth the entire agreement and
understanding between the parties as to the



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subject matter hereof and
supersedes all prior oral or written and contemporaneous oral discussions,
agreements and understandings of any kind or nature.




     (g) This Amended and Restated Stock Option Agreement may be executed in
two counterparts, each of which shall be deemed an original, but which together
shall constitute one and the same instrument.



     (h) This Amended and Restated Stock Option Agreement shall inure to the
benefit of and be binding upon the parties hereto and their respective
permitted successors and assigns.



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



	 	 	 
	BEVERLY ENTERPRISES, INC.

	 	EMPLOYEE
	 
	 	 
	By:                                                          

	 	By:                                                          
	

	 	Name:
	

	 	SSN:








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