Exhibit 10.20


 


AMENDMENT NO. 3 TO SHARED
SERVICES AGREEMENT


 


THIS
AMENDMENT NO. 3 (this “Amendment”) dated as of May 12, 2008 (the “Effective
Date”) to the Shared Services Agreement dated as of January 2, 2002
(as amended by Amendment No. 1 thereto, dated as of January 14, 2002
and Amendment No. 2 thereto, dated as of March 10, 2004, the “Shared
Services Agreement”) is by and between Five Star Quality Care, Inc., a
Maryland corporation (the “Company”), and Reit Management &
Research LLC, a Delaware limited liability company (“RMR”) is entered
into between the Company and RMR. 
Capitalized terms used in this Amendment without definition shall have
the meaning given therefor in the Shared Services Agreement.


 


RECITALS:


 


Since
the Shared Services Agreement was entered into, the Company’s requirements for
Services in connection with management information systems have expanded from
supervisory services to provision of personnel for implementing management
information systems services and the Company and RMR desire to amend the Shared
Services Agreement to reflect the services currently being provided.


 


RMR,
effective as of the Effective Date, will offer employment to certain Company
employees who currently perform management information systems services for the
Company.


 


NOW
THEREFORE, in consideration of the foregoing and the agreements set forth in
this Amendment the Company and RMR agree as follows:


 


1.             Section 1.1 (i) of the
Shared Services Agreement is hereby amended by adding a new subsection (iv) at
the end thereof reading as follows:


 


(iv) MANAGEMENT
INFORMATION SYSTEMS SERVICES.  In
addition to supervision and assistance, the provision of such personnel
reasonably required and qualified to supplement the Company’s personnel in
order to perform the underlying work 


 

















 


described
in subsections (i) through (iii) above (the “MIS Services”).


 


Section 1
of the Shared Services Agreement is hereby amended by adding a new subparagraph
1.6 at the end thereof reading as follows:


 


1.6 
COMPENSATION FOR MANAGEMENT INFORMATION SYSTEMS IMPLEMENTATION.


 


In
addition to the Service Fee and Expenses, as compensation payable to RMR for
the provision of the MIS Services to the Company pursuant to subparagraph
1.1(i)(iv), the Company agrees to reimburse RMR, within 30 days of the receipt
of invoices therefor, for an agreed share of the employment expenses of RMR’s
employees, other than its Chief Information Officer, actively engaged in
providing the MIS Services, including but not limited to salary, wages, payroll
taxes and the cost of employee benefit plan.


 


The
share of such expenses to be reimbursed will be determined annually not later
than December of each year for the following 12 calendar months beginning
the following January by agreement of RMR and the Company acting in good
faith, such agreement not to be unreasonably withheld or delayed, provided for
the period May 12, 2008 through December 30, 2008, the share to be
reimbursed by the Company is agreed to be 80%.


 


This
Amendment may be executed in any number of counterparts, all of which taken
together shall constitute one and the same instrument.


 


This
Amendment shall be interpreted, construed, applied and enforced in accordance
with the laws of The Commonwealth of Massachusetts applicable to contracts
between residents of Massachusetts which are to be performed entirely within
Massachusetts.


 

















 


IN
WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed
by their duly authorized officers, as an instrument under seal, as of the day
and year first above written.


 


 


	
   

  	
  FIVE STAR QUALITY CARE, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:
  

  	
  /s/
  Bruce J. Mackey, Jr.

  
	
   

  	
   

  	
    Name:
    Bruce J. Mackey, Jr.

  
	
   

  	
   

  	
    Title:
        President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  REIT
  MANAGEMENT & RESEARCH LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  John C. Popeo

  
	
   

  	
   

  	
    Name:
     John C. Popeo

  
	
   

  	
   

  	
    Title:
         Senior Vice President