Exhibit
10.1


 


SENIOR HOUSING
PROPERTIES TRUST


 


2003 INCENTIVE
SHARE AWARD PLAN


 


Senior Housing Properties
Trust (the “Company”) hereby adopts the Senior Housing Properties Trust 2003
Incentive Share Award Plan (the “Plan”); effective as of the date described in
Section VIII.


 


I.  PURPOSE


 


The Plan is intended to
advance the interests of the Company and its subsidiaries by providing a means
of rewarding selected officers and Trustees of the Company, employees of its
investment advisor, and others rendering valuable services to the Company or
its subsidiaries, through grants of the Company’s Shares.


 


II.  DEFINITIONS


 


Terms that are
capitalized in the text of the Plan have the meanings set forth below:


 


(a)                                  “Advisor”
means the person or entity serving as investment advisor to the Company.


 


(b)                                 “Board”
means the Board of Trustees of the Company.


 


(c)                                  “Company”
means Senior Housing Properties Trust, a Maryland real estate investment trust.


 


(d)                                 “Exchange
Act” means the Securities Exchange Act of 1934, as amended.


 


(e)                                  “Key
Person” means a consultant, advisor, Trustee, officer or other person providing
services to the Company, to a subsidiary of the Company, or to the Advisor.


 


(f)                                    “Participant”
means a person to whom Shares have been granted, or any other person who
becomes owner of the shares by reason of such person’s death or incapacity.


 


(g)                                 “Plan”
means this Senior Housing Properties Trust 2003 Incentive Share Award Plan, as
amended from time to time.


 


(h)                                 “Securities
Act” means the Securities Act of 1933, as amended.


 


(i)                                     “Share
Agreement” means an agreement between the Company and a Participant regarding
Shares issued to the Participant pursuant to the Plan.


 


(j)                                     “Shares”
means the Company’s common shares of beneficial interest, par value $.01 per
share.


 

















 


(k)                                  “Trustee”
means a member of the Board.


 


III.  SHARES SUBJECT TO THE PLAN


 


Subject to the provisions
of Article VII, the total number of Shares which may be granted under the Plan
is the lesser of (i) 2,921,920 Shares or (ii) 5% of the Company’s outstanding
Shares as of May 30, 2003, from either authorized and unissued or treasury
Shares provided, however, that in no event shall the number of Shares issued
under the Plan together with Shares issued under the Senior Housing Properties
Trust 1999 Incentive Share Award Plan (the “1999 Plan”) exceed the lesser of
(i) 2,921,920 Shares or (ii) 5% of the Company’s outstanding Shares as of May
30, 2003.  A holder of Shares granted
under the Plan, whether or not vested, shall have all of the rights of a
shareholder of the Company, including the right to vote the shares and the
right to receive any distributions, unless the Board shall otherwise
determine.  Certificates representing
Shares may be imprinted with a legend to the effect that the Shares represented
may not be sold, exchanged, transferred, pledged, hypothecated or otherwise
disposed of except in accordance with the terms of the Securities Act and the
applicable Share Agreement, if any.


 


IV.  METHOD OF GRANTING SHARES


 


Grants of Shares to any
person shall be made by action of the Board, and shall be made solely in
accordance with the instructions of the Board as to the selection of persons to
whom Shares are to be granted, the amount and timing of each such grant, and
the extent, if any, to which vesting restrictions or other conditions shall
apply to the granted Shares.  If a
person to whom such a grant of Shares has been made fails to execute and
deliver to the Company a Share Agreement within ten (10) days after it is
submitted to him or her, the grant of Shares related to such Share Agreement
may be cancelled by the Company, acting by the Board, at its option without
further notice to the Participant.  No
Trustee or officer of the Company may be granted under the Plan and the 1999
Plan together more than the lesser of (i) 584,384 Shares or (ii) 1% of the
Company’s outstanding Shares as of May 30, 2003.  Nothing in this Section IV shall prevent the Board from
delegating its authority to make grants to a committee pursuant to Section V.


 


V.  ADMINISTRATION OF THE PLAN


 


The Plan shall be
administered by the Board or, in the discretion of the Board, a committee
designated by the Board and composed of at least two (2) members of the
Board.  All references in the Plan to
the Board shall be understood to refer to such committee or the Board, whoever
shall administer the Plan.  All
questions of interpretation and application of the Plan and of grants of Shares
shall be determined by the Board or the designated committee, and its
determination shall be final and binding upon all persons, including the
Company and all Participants.  Without
limiting the generality of the foregoing, the Board or the designated committee
is authorized to adopt and approve from time to time the forms and, subject to
the terms of the Plan, the terms and conditions of any Share Agreement.  If it determines to do so, the Board or the
designated committee may grant shares under this Plan which are not subject to
a Share Agreement.


 


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For so long as Section 16
of the Exchange is applicable to the Company, each member of any committee
designated to administer the Plan shall be a “non-employee director” or the
equivalent within the meaning of Rule 16b-3 under the Exchange Act and, for so
long as Section 162(m) of the Internal Revenue Code of 1986, as amended from
time to time (the “Code”), is applicable to the Company, an “outside director”
within the meaning of Section 162 of the Code and the regulations thereunder.


 


With respect to persons
subject to Section 16 of the Exchange Act (“Insiders”), transactions under the
Plan are intended to comply with all applicable conditions of Rule 16b-3 or its
successor under the Exchange Act.  To
the extent any provision of the Plan fails to so comply, it shall be deemed to
be modified so as to be in compliance with such Rule or, if such modification
is not possible, it shall be deemed to be null and void, to the extent
permitted by law and deemed advisable by the Board.


 


VI.  ELIGIBLE PERSONS


 


The persons eligible to
receive grants of Shares shall be those persons selected by the Board or
designated committee from among Key Persons who contribute to the business of
the Company and its subsidiaries.


 


VII.  CHANGES IN CAPITAL
STRUCTURE


 


In the event that the outstanding
shares are hereafter changed for a different number or kind of Shares or other
securities of the Company, by reason of a reorganization, recapitalization,
exchange of shares, stock split, combination of shares or dividend payable in
shares or other securities, a corresponding adjustment shall be made in the
number and kind of Shares or other securities covered by outstanding grants of
Shares, and for which Shares may be granted under the Plan.


 


VIII.  EFFECTIVE DATE, DURATION,
AMENDMENT AND TERMINATION OF PLAN


 


The Plan shall be
effective at the close of business on May 30, 2003.  Shares may be granted under the Plan from time to time until the
close of business on the tenth anniversary of its effective date.  The Board hereafter may at any time amend or
extend the Plan, including amendments to change the number of shares subject to
the Plan.  The Plan may be terminated at
any time by action of the Board without, however, affecting the rights of a
Participant or the Company as to Shares granted prior to such termination.


 


IX.  MISCELLANEOUS


 


A.  Nonassignability of Shares.  Shares subject to a Share Agreement shall
not be assignable or transferable by a Participant except in accordance with
the terms of the applicable Share Agreement.


 


B.  No Guarantee of Employment.  Neither the award of Shares nor a Share
Agreement shall give any person the right to continue in the employment of, or
to continue to act as an officer or, Trustee of, or to serve in any other capacity
with, the Company, any subsidiary


 


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or the Advisor, or give the Company, any subsidiary or the Advisor the
right to require such person to continue in any such capacity.


 


C.  Tax Withholding.  To the extent required by law, the Company shall withhold or
cause to be withheld income and other taxes incurred by a Participant by reason
of a grant of Shares, and as a condition to the receipt of any grant such a
Participant shall agree that if the amount payable to him by the Company in the
ordinary course is insufficient to pay such taxes, he or she shall upon request
of the Company pay to the Company an amount sufficient to satisfy its tax
withholding obligations.


 


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