Exhibit
10.2


 


SENIOR HOUSING
PROPERTIES TRUST


 


RESTRICTED SHARE
AGREEMENT


 


This
Restricted Share Agreement (this “Agreement”) is made as of June 26, 2003
between                                     
(the “Employee”) and Senior Housing Properties Trust  (the “Company”).


 


In
consideration of the mutual promises and covenants contained in this Agreement,
and for other valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto agree as follows:


 


1.                                       Grant
of Shares.  The Company hereby
grants to the Employee, effective as of the date of this Agreement,                
shares of its common shares.  The shares
so granted are hereinafter referred to as the “Shares,” which term shall also
include any shares of the Company issued to the Employee by virtue of his or
her ownership of the Shares, by share dividend, share split, recapitalization
or otherwise.


 


2.                                       Vesting;
Repurchase of Shares.


 


(a)                                  The
Shares shall vest one-third as of the date hereof, a further one-third on the
July 1 of the year first following the date of this Agreement, and the final
one-third on the July 1 of the second year following the date of this
Agreement.  Any Shares not vested as of
any date are herein referred to as “Unvested Shares.”


 


(b)                                 In
the event the Employee ceases to render significant services, whether as an
employee or otherwise, to the Company, an affiliate of the Company, or to the
advisor to the Company, the Company shall have the right and option to purchase
from the Employee, for an amount equal to $.01 per share (as adjusted for any
share split or combination, share dividend, recapitalization or similar event)
all or any portion of the Unvested Shares as of the date the Employee ceases to
render such services.  The Company may
exercise such purchase option by delivering or mailing to the Employee (or his
estate), at any time after the Employee has ceased to render such services, a
written notice of exercise of such option. 
Such notice shall specify the number of Unvested Shares to be purchased.  The price to be paid for the Unvested Shares
to be repurchased may be payable, at the option of the Company, by wire
transfer of immediately available funds or in cash (by check) or any other
reasonable method.


 


3.                                       Legends.  Each certificate shall prominently bear a
legend in substantially the following terms:


 


“THE SHARES REPRESENTED BY THIS CERTIFICATE WERE ISSUED PURSUANT TO AN
INCENTIVE SHARE AWARD PLAN MAINTAINED BY THE


 

















 


ISSUER.  THESE SHARES MAY BE
SUBJECT TO TRANSFER AND/OR VESTING RESTRICTIONS, AND UNVESTED SHARES
REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO REPURCHASE RIGHTS, CONTAINED IN
THE PLAN, THE RELATED SHARE GRANT OR AN AGREEMENT BETWEEN THE ISSUER AND THE
INITIAL HOLDER OF THESE SHARES.  A COPY
OF APPLICABLE RESTRICTIONS AND SUCH REPURCHASE RIGHTS WILL BE FURNISHED TO THE
HOLDER OF THIS CERTIFICATE WITHOUT CHARGE UPON WRITTEN REQUEST TO THE SECRETARY
OF THE ISSUER AT THE PRINCIPAL EXECUTIVE OFFICE OF THE ISSUER.


 


THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND
MAY NOT BE SOLD, PLEDGED, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE
OF AN EFFECTIVE REGISTRATION OR AN OPINION OF COUNSEL SATISFACTORY TO THE
ISSUER THAT SUCH REGISTRATION IS NOT REQUIRED.”


 


4.                                       Tax
Withholding  To the extent required
by law, the Company shall withhold or cause to be withheld income and other
taxes incurred by the Employee by reason of a grant of Shares, and the Employee
agrees that he or she shall upon request of the Company pay to the Company an
amount sufficient to satisfy its tax withholding obligations from time to time
(including as Shares become vested) as the Company may request.


 


5.                                       Termination.  This Agreement shall continue in full force
and effect until the earliest to occur of the following, at which time except
as otherwise specified below this Agreement shall terminate:  (a) the date on which all repurchase rights
referred to in Section 2 hereof have terminated; or (b) except to the extent
specified in such notice, upon notice of termination by the Company to the
Employee pursuant to action taken by the Company’s Board of Trustees.


 


6.                                       Miscellaneous.


 


(a)                                  Amendments.  Neither this Agreement nor any provision
hereof may be changed or modified except by an agreement in writing executed by
the Employee and the Company.


 


(b)                                 Binding
Effect of the Agreement.  This
Agreement shall inure to the benefit of, and be binding upon , the Company, the
Employee and their respective estates, heirs, executors, transferees,
successors, assigns and legal representatives.


 


(c)                                  Provisions
Separable.  In the event that any of
the terms of this Agreement shall be or become or is declared to be illegal or
unenforceable by any court or other authority of competent jurisdiction, such
terms shall be null and void and shall be deemed deleted from this Agreement,
and all the remaining terms of this Agreement shall remain in full force and
effect.


 


(d)                                 Notices.  Any notice in connection with this Agreement
shall be deemed to have been properly delivered if it is in writing and is
delivered by hand or by facsimile


 


2

















 


or sent by
registered certified mail, postage prepaid, to the party addressed as follows,
unless another address has been substituted by notice so given:


 


	
  To the Employee:

  	
   

  	
  To his address as
  set forth on the signature page hereof.

  
	
   

  	
   

  	
   

  
	
  To the Company:

  	
   

  	
  Senior Housing Properties Trust

  
	
   

  	
   

  	
  400 Centre Street

  
	
   

  	
   

  	
  Newton,  MA 
  02458

  
	
   

  	
   

  	
   

  	
  Attn: Secretary

  



 


(e)                                  Construction.  The headings and subheadings of this Agreement have been inserted
for convenience only, and shall not affect the construction of the provisions
hereof.  All references to sections of
this Agreement shall be deemed to refer as well to all subsections which form a
part of such section.


 


(f)                                    No
Employment Agreement.  This
Agreement shall not be construed as an agreement by the Company, any affiliate
or advisor of the Company to employ the Employee, nor is the Company, any
affiliate or advisor of the Company obligated to continue employing the
Employee by reason of this Agreement or the grant of shares to the Employee
hereunder.


 


(g)                                 Applicable
Law.  This Agreement shall be
construed and enforced in accordance with the laws of The Commonwealth of Massachusetts.


 


IN WITNESS WHEREOF, the parties hereto have executed this Agreement, or
caused this Agreement to be executed under seal, as of the date first above
written.


 


	
   

  	
  SENIOR HOUSING PROPERTIES TRUST

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  EMPLOYEE:

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Name (print):

  
	
   

  	
  Home Address:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
								



 


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