Exhibit 10.1












Exhibit 10.1




PERFORMANCE AWARD

UNDER THE

2007 OMNIBUS STOCK AND INCENTIVE PLAN

For

CAPITAL SENIOR LIVING CORPORATION




Effective as of                                                              (“Date of Grant”), a PERFORMANCE AWARD
 (“Award”) is granted by Capital
Senior Living Corporation (the “Company”) to (the “Holder”), this Award being in all respects
subject to the terms, definitions and provisions, of the 2007 Omnibus Stock and Incentive Plan For
Capital Senior Living Corporation (the “Plan”), and all of which are incorporated herein by
reference, except to the extent otherwise expressly provided in this Award.




1. Performance Award. The Company hereby sells, transfers, assigns and delivers to the
Holder an aggregate of                      Shares of Restricted Shares of the Company (“Award Restricted
Shares”) subject to the Plan and to the terms and conditions set forth in this Award, including,
without limitation, the Restrictions more specifically set forth in Section 3. below
(“Restrictions”), and further subject to (i) Holder’s execution of this Award agreement, and (ii)
Holder’s payment to the Company, within 30 days of the Date of Grant, an amount equal to $.01 (the
par value) times the number of Award Restricted Shares.




2. Vesting of Award Restricted Shares. The Restrictions on the specified percentage of
Award Restricted Shares shall lapse (Award Restricted Shares with respect to which the Restrictions
have lapsed are Vested and herein referred to as “Vested Shares”) if the criteria set forth below
and on Exhibit “A” attached hereto (the “Performance Measures”) are satisfied:




(i) 33% of the Award Restricted Shares shown in Section 1, on the 1st anniversary of the Date
of Grant provided that the Performance Measures are satisfied; and



(ii) 33% of the Award Restricted Shares shown in Section 1 on the 2nd anniversary of the Date
of Grant provided that the Performance Measures are satisfied; and



(iii) 34% of the Award Restricted Shares shown in Section 1 on the 3rd anniversary of the Date
of Grant provided that the Performance Measures are satisfied;



Notwithstanding the foregoing, with respect to Award Restricted Shares which have not been
forfeited under Section 3, Restrictions that have not previously lapsed will lapse and all such
Award Restricted Shares shall become Vested Shares on the earlier of (1) the date of Holder’s
death, or (2) the date of Holder’s Disability, or (3) the date of a Change in Control.




3. Restriction — Forfeiture of Award Restricted Shares. The Award Restricted Shares are
each subject to the restrictions (“Restrictions”) that (i) all rights of Holder to any Award
Restricted Shares which have not become Vested Shares shall, automatically and without notice,
terminate and be permanently forfeited on the date Holder, for any reason, ceases to be employed by
the Company, except where such cessation of employment results
from Holder’s Death or Disability; and (ii) all rights of Holder to the specified percentage of
Award Restricted Shares which have not become Vested Shares because the Performance Measures have
not been satisfied shall, automatically and without notice, terminate and be permanently forfeited.



 


 









 








4. Withholding. On the date Award Restricted Shares become Vested Shares, the minimum
withholding required to be made by the Company shall be paid by Holder to the Committee (as defined
in the Plan) in cash.




5. Issuance of Shares. During the Restricted Period (as defined in the Plan), the
certificates representing the Award Restricted Shares, , shall be registered in the Holder’s name
and bear a restrictive legend disclosing the Restrictions and the existence of this Award. Such
certificates shall be deposited by the Holder with the Company, together with stock powers or other
instruments of assignment, each endorsed in blank, which will permit the transfer to the Company of
all or any portion of the Award Restricted Shares which shall be forfeited in accordance with the
terms of this Award. The Company will retain custody of all related Restricted Share
Distributions, which will be subject to the same Restrictions, terms, and conditions as their
related Award Restricted Shares, until Holder is entitled to receive Vested Share certificates for
the such Award Restricted Shares; and provided, further, that the Restricted Share Distributions
which relate to Award Restricted Shares which are forfeited, shall be forfeited on the same date as
such Award Restricted Shares are forfeited; and provided, further, , that any Restricted Share
Distributions shall not bear interest or be segregated into a separate account but shall remain a
general asset of the Company, subject to the claims of the Company’s creditors, until the
conclusion of the applicable Restricted Period; and provided, finally , that on the date of any
material breach of any terms of this Award, as reasonably determined by the Committee, there shall
be, automatically and without notice, an immediate forfeiture of all of both Award Restricted
Shares and Restricted Share Distributions.




Award Restricted Shares shall constitute issued and outstanding Common Stock for all corporate
purposes and, without limitation, Holder shall have all of the rights and privileges of an owner of
the Award Restricted Shares (including voting rights) except that Holder shall not be entitled to
delivery of the certificates evidencing any of the Award Restricted Shares, nor the related
Restricted Share Distributions, unless and until they become Vested Shares.



6. Administration of Award. The determinations under, and the interpretations of, any
provision of this Award by the Committee shall, in all cases, be in its sole discretion, and shall
be final and conclusive.




7. No Transfers Permitted. Without limitation, the rights under this Award are not
transferable.




 


 









 








8. Section 83(b) Election. Holder may elect under Section 83(b) of the Code to include in
his or her gross income, for his or her taxable year in which the Award Restricted Shares are
transferred to such Holder under this Award, the excess of the fair market value
(determined without regard to any Restriction other than one which by its terms will never lapse),
of such Award Restricted Shares at the Date of Grant, over the amount (if any) paid for the Award
Restricted Shares. If the Holder makes the Section 83(b) election described above, the Holder shall
(i) make such election in a manner that is satisfactory to the Committee, (ii) provide the
Committee with a copy of such election, (iii) agree to promptly notify the Company if any Internal
Revenue Service or state tax agent, on audit or otherwise, questions the validity or correctness of
such election or of the amount of income reportable on account of such election, and (iv) agree to
pay the minimum withholding required to be made by the Company..




9. Interpretation.




(a) If any provision of this Award is held invalid for any reason, such holding shall not
affect the remaining provisions hereof, but instead the Award shall be construed and enforced as if
such provision had never been included in the Award.



(b) THIS AWARD SHALL BE GOVERNED BY THE LAWS OF THE STATE OF TEXAS.



(c) Headings contained in this Award are for convenience only and shall in no manner be
construed as part of this Award.



(d) Any reference to the masculine, feminine, or neuter gender shall be a reference to such
other gender as is appropriate.



Dated as of this                      day of                                         , 2011.



	 	 	 	 	 
	 	CAPITAL SENIOR LIVING CORPORATION

 	 
	 	By: