Exhibit 10.2


 


INDEMNIFICATION AGREEMENT


 


THIS
INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered March 10,
2004 (the “Effective Date”), by and between Senior Housing Properties Trust, a
Maryland real estate investment trust (the “Company”), and David J. Hegarty (“Indemnitee”).


 


WHEREAS
Indemnitee currently serves as an officer of the Company and may, in connection
therewith, be subjected to claims, suits or proceedings arising from such
service; and


 


WHEREAS,
as an inducement to Indemnitee to continue to serve as such officer, the
Company has agreed to indemnify and to advance expenses and costs incurred by
Indemnitee in connection with any such claims, suits or proceedings, to the
fullest extent permitted by law as hereinafter provided; and


 


NOW,
THEREFORE, in consideration of the premises and the covenants contained herein,
the Company and Indemnitee do hereby covenant and agree as follows:


 


Section 1.              
Definitions.  For purposes of this Agreement:


 


(a)          
“Change in Control” means a change in control of the Company occurring after
the Effective Date of a nature that would be required to be reported in
response to Item 6(e) of Schedule 14A of Regulation 14A (or in
response to any similar item on any similar schedule or form) promulgated
under the Securities Exchange Act of 1934, as amended (the “Act”), whether or
not the Company is then subject to such reporting requirement; provided,
however, that, without limitation, such a Change in Control shall be deemed to
have occurred if after the Effective Date (i) any “person” (as such term
is used in Sections 13(d) and 14(d) of the Act) is or becomes the “beneficial
owner” (as defined in Rule 13d-3 under the Act), directly or indirectly,
of securities of the Company representing 10% or more of the combined voting
power in the election of trustees of the Company’s then outstanding securities
without the prior approval of at least two-thirds of the members of the Board
of Trustees in office immediately prior to such person attaining such
percentage interest; (ii) there occurs a proxy contest, or the Company is
a party to a merger, consolidation, sale of assets, plan of liquidation or
other reorganization not approved by at least two-thirds of the members of the
Board of Trustees then in office, as a consequence of which members of the
Board of Trustees in office immediately prior to such transaction or event
constitute less than a majority of the Board of Trustees thereafter; or (iii) during
any period of two consecutive years, other than as a result of an event
described in clause (a)(ii) of this Section 1, individuals who
at the beginning of such period constituted the Board of Trustees (including
for this purpose any new trustee whose election or nomination for election by
the Company’s shareholders was approved by a vote of at least two-thirds of the
trustees then still in office who were trustees at the beginning of such
period) cease for any reason to constitute at least a majority of the Board of
Trustees.


 


(b)          
“Corporate Status” means the status of a person who is or was a director,
trustee, officer or agent of the Company.


 


(c)          
“Disinterested Trustee” means a trustee of the Company who is not and was not a
party to the Proceeding in respect of which indemnification is sought by
Indemnitee.


 

















 


(d)          
“Expenses” means all expenses, including, but not limited to, all reasonable
attorneys’ fees, retainers, court costs, transcript costs, fees of experts,
witness fees, travel expenses, duplicating costs, printing and binding costs,
telephone charges, postage, delivery service fees, and all other disbursements
or expenses of the types customarily incurred in connection with prosecuting,
defending, preparing to prosecute or defend, investigating, or being or preparing
to be a witness in a Proceeding.


 


(e)          
“Independent Counsel” means a law firm, or a member of a law firm, that is
retained by Indemnitee and is not serving as counsel to the Company.


 


(f)           
“Proceeding” means any threatened, pending or completed action, suit,
arbitration, alternate dispute resolution mechanism, investigation,
administrative hearing or any other proceeding, whether civil, criminal,
administrative or investigative (including on appeal), except one initiated by
an Indemnitee pursuant to Section 9.


 


Section 2.              
Indemnification - General.  The Company shall indemnify, and
advance Expenses to, Indemnitee (a) as provided in this Agreement and (b) otherwise
to the fullest extent permitted by Maryland law in effect on the date hereof
and as amended from time to time; provided, however, that no
change in Maryland law shall have the effect of reducing the benefits available
to Indemnitee hereunder based on Maryland law as in effect on the date
hereof.  The rights of Indemnitee provided in this Section 2
shall include, without limitation, the rights set forth in the other sections
of this Agreement, including any additional indemnification permitted by Section 2-418(g) of
the Maryland General Corporation Law (“MGCL”), as applicable to a Maryland real
estate investment trust by virtue of Section 8-301(15) of the Maryland
REIT Law.


 


Section 3.              
Proceedings Other Than Proceedings by or in the Right of the Company. 
Indemnitee shall be entitled to the rights of indemnification provided in this Section 3
if, by reason of his Corporate Status, he is, or is threatened to be, made a
party to any threatened, pending, or completed Proceeding, other than a
Proceeding by or in the right of the Company.  Pursuant to this Section 3,
Indemnitee shall be indemnified against all judgments, penalties, fines and
amounts paid in settlement and all Expenses incurred by him or on his behalf in
connection with a Proceeding by reason of Indemnitee’s Corporate Status unless
it is established that (i) the act or omission of Indemnitee was material
to the matter giving rise to the Proceeding and (a) was committed in bad
faith or (b) was the result of active and deliberate dishonesty, (ii) Indemnitee
actually received an improper personal benefit in money, property or services,
or (iii) in the case of any criminal Proceeding, Indemnitee had reasonable
cause to believe that his conduct was unlawful.


 


Section 4.              
Proceedings by or in the Right of the Company.  Indemnitee shall be
entitled to the rights of indemnification provided in this Section 4
if, by reason of his Corporate Status, he is, or is threatened to be, made a
party to any threatened, pending or completed Proceeding brought by or in the
right of the Company to procure a judgment in its favor.  Pursuant to this
Section 4, Indemnitee shall be indemnified against all amounts paid
in settlement and all Expenses incurred by him or on his behalf in connection
with such Proceeding unless it is established that (i) the act or omission
of Indemnitee was material to the matter giving rise to such a Proceeding and (a) was
committed in bad faith or (b) was the result of active and deliberate
dishonesty or 


 


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(ii) Indemnitee actually
received an improper personal benefit in money, property or services.


 


Section 5.              
Indemnification for Expenses of a Party Who is Partly Successful. 
Without limitation on Section 3 and Section 4, if
Indemnitee is not wholly successful in any Proceeding covered by this
Agreement, but is successful, on the merits or otherwise, as to one or more but
less than all claims, issues or matters in such Proceeding, the Company shall
indemnify Indemnitee under this Section 5 for all Expenses incurred
by him or on his behalf in connection with each successfully resolved claim,
issue or matter, allocated on a reasonable and proportionate basis.  For
purposes of this Section and without limitation, the termination of any
claim, issue or matter in such a Proceeding by dismissal, with or without
prejudice, shall be deemed to be a successful result as to such claim, issue or
matter.


 


Section 6.              
Advance of Expenses.  The Company shall advance all Expenses
incurred by or on behalf of Indemnitee in connection with any Proceeding to
which Indemnitee is, or is threatened to be, made a party or a witness, within
ten days after the receipt by the Company of a statement or statements from
Indemnitee requesting such advance or advances from time to time, whether prior
to or after final disposition of such Proceeding.  Such statement or
statements shall reasonably evidence the Expenses incurred by Indemnitee and
shall include or be preceded or accompanied by a written affirmation by
Indemnitee of Indemnitee’s good faith belief that the standard of conduct
necessary for indemnification by the Company as authorized by law and by this
Agreement has been met and a written undertaking by or on behalf of Indemnitee,
in substantially the form attached hereto as Exhibit A or in such
form as may be required under applicable law as in effect at the time of the
execution thereof, to reimburse the portion of any Expenses advanced to
Indemnitee relating to claims, issues or matters in the Proceeding as to which
it shall ultimately be established that the standard of conduct has not been
met and which have not been successfully resolved as described in Section 5. 
To the extent that Expenses advanced to Indemnitee do not relate to a specific
claim, issue or matter in the Proceeding, such Expenses shall be allocated on a
reasonable and proportionate basis.  The undertaking required by this Section 6
shall be an unlimited general obligation by or on behalf of Indemnitee and
shall be accepted without reference to Indemnitee’s financial ability to repay
such advanced Expenses and without any requirement to post security therefor.


 


Section 7.              
Procedure for Determination of Entitlement to Indemnification.


 


(a)          
To obtain indemnification under this Agreement, Indemnitee shall submit to the
Company a written request, including such documentation and information as is
reasonably available to Indemnitee and is reasonably necessary to determine
whether and to what extent Indemnitee is entitled to indemnification.  The
Secretary of the Company shall, promptly upon receipt of such a request for
indemnification, advise the Board of Trustees in writing that Indemnitee has
requested indemnification.


 


(b)          
Upon written request by Indemnitee for indemnification pursuant to the first
sentence of Section 7(a) hereof, a determination, if required
by applicable law, with respect to Indemnitee’s entitlement thereto shall
promptly be made in the specific case: (i) if a Change in Control shall
have occurred, by Independent Counsel in a written opinion to the Board of Trustees,
a copy of 


 


3

















 


which shall be delivered to
Indemnitee; or (ii) if a Change of Control shall not have occurred or if
after a Change of Control Indemnitee shall so request, (A) by the Board of
Trustees (or a duly authorized committee thereof) by a majority vote of a
quorum consisting of Disinterested Trustees (as herein defined), or (B) if
a quorum of the Board of Trustees consisting of Disinterested Trustees is not
obtainable or, even if obtainable, such quorum of Disinterested Trustees so
directs, by Independent Counsel in a written opinion to the Board of Trustees,
a copy of which shall be delivered to Indemnitee, or (C) if so directed by
a majority of the members of the Board of Trustees, by the shareholders of the
Company; and, if it is so determined that Indemnitee is entitled to
indemnification, payment to Indemnitee shall be made within ten days after such
determination.  Indemnitee shall cooperate with the person, persons or
entity making such determination with respect to Indemnitee’s entitlement to
indemnification, including providing to such person, persons or entity upon
reasonable advance request any documentation or information which is not privileged
or otherwise protected from disclosure and which is reasonably available to
Indemnitee and reasonably necessary to such determination.  Any Expenses
incurred by Indemnitee in so cooperating with the person, persons or entity
making such determination shall be borne by the Company (irrespective of the
determination as to Indemnitee’s entitlement to indemnification) and the
Company shall indemnify and hold Indemnitee harmless therefrom.


 


Section 8.              
Presumptions and Effect of Certain Proceedings.


 


(a)          
In making a determination with respect to entitlement to indemnification
hereunder, the person or persons or entity making such determination shall
presume that Indemnitee is entitled to indemnification under this Agreement if
Indemnitee has submitted a request for indemnification in accordance with Section 7(a) of
this Agreement, and the Company shall have the burden of proof to overcome that
presumption in connection with the making of any determination contrary to that
presumption.


 


(b)          
The termination of any Proceeding by judgment, order, settlement, conviction, a
plea of nolo  contendere or its equivalent, or an entry of an
order of probation prior to judgment, does not create a presumption that
Indemnitee did not meet the requisite standard of conduct described herein for
indemnification.


 


Section 9.              
Remedies of Indemnitee.


 


(a)          
If (i) a determination is made pursuant to Section 7 that
Indemnitee is not entitled to indemnification under this Agreement, (ii) advance
of Expenses is not timely made pursuant to Section 6, (iii) no
determination of entitlement to indemnification shall have been made pursuant
to Section 7(b) within 30 days after receipt by the Company of
the request for indemnification, (iv) payment of indemnification is not
made pursuant to Section 5 within ten days after receipt by the
Company of a written request therefor, or (v) payment of indemnification
is not made within ten days after a determination has been made that Indemnitee
is entitled to indemnification, Indemnitee shall be entitled to an adjudication
in an appropriate court of the State of Maryland, or in any other court of
competent jurisdiction, of his entitlement to such indemnification or advance
of Expenses.  Alternatively, Indemnitee, at his option, may seek an award
in arbitration to be conducted by a single arbitrator pursuant to the
commercial Arbitration Rules of the 


 


4

















 


American Arbitration
Association.  Indemnitee shall commence such proceeding seeking an
adjudication or an award in arbitration within 180 days following the date on
which Indemnitee first has the right to commence such proceeding pursuant to
this Section 9(a); provided, however, that the
foregoing clause shall not apply in respect of a proceeding brought by
Indemnitee to enforce his rights under Section 5.


 


(b)          
In any judicial proceeding or arbitration commenced pursuant to this Section 9,
the Company shall have the burden of proving that Indemnitee is not entitled to
indemnification or advance of Expenses, as the case may be.


 


(c)          
If a determination shall have been made pursuant to Section 7(b) that
Indemnitee is entitled to indemnification, the Company shall be bound by such
determination in any judicial proceeding or arbitration commenced pursuant to
this Section 9, absent a misstatement by Indemnitee of a material
fact, or an omission of a material fact necessary to make Indemnitee’s
statement not materially misleading, in connection with the request for
indemnification.


 


(d)          
In the event that Indemnitee, pursuant to this Section 9, seeks a
judicial adjudication of or an award in arbitration to enforce his rights
under, or to recover damages for breach of, this Agreement, Indemnitee shall be
entitled to recover from the Company, and shall be indemnified by the Company
for, any and all Expenses incurred by him in such judicial adjudication or
arbitration.  If it shall be determined in such judicial adjudication or
arbitration that Indemnitee is entitled to receive part but not all of the
indemnification or advance of Expenses sought, the Expenses incurred by
Indemnitee in connection with such judicial adjudication or arbitration shall
be appropriately prorated.


 


Section 10.            
Defense of the Underlying Proceeding.


 


(a)          
Indemnitee shall notify the Company promptly upon being served with or
receiving any summons, citation, subpoena, complaint, indictment, information,
notice, request or other document relating to any Proceeding which may result
in the right to indemnification or the advance of Expenses hereunder; provided,
however, that the failure to give any such notice shall not disqualify
Indemnitee from the right, or otherwise affect in any manner any right of
Indemnitee, to indemnification or the advance of Expenses under this Agreement
unless the Company’s ability to defend in such Proceeding or to obtain proceeds
under any insurance policy is materially and adversely prejudiced thereby, and
then only to the extent the Company is thereby actually so prejudiced.


 


(b)          
Subject to the provisions of the last sentence of this Section 10(b) and
of Section 10(c) below, the Company shall have the right to
defend Indemnitee in any Proceeding which may give rise to indemnification
hereunder; provided, however, that the Company shall notify
Indemnitee of any such decision to defend within 15 calendar days following
receipt of notice of any such Proceeding under Section 10(a) above. 
The Company shall not, without the prior written consent of Indemnitee, which
shall not be unreasonably withheld or delayed, consent to the entry of any
judgment against Indemnitee or enter into any settlement or compromise which (i) includes
an admission of fault of Indemnitee or (ii) does not include, as an
unconditional term thereof, the full release of Indemnitee from all liability
in respect of such Proceeding, which release shall be in form and substance
reasonably satisfactory to 


 


5

















 


Indemnitee.  This Section 10(b) shall
not apply to a Proceeding brought by Indemnitee under Section 9
above or Section 14.


 


(c)          
Notwithstanding the provisions of Section 10(b), if in a Proceeding
to which Indemnitee is a party by reason of Indemnitee’s Corporate Status, (i) Indemnitee
reasonably concludes, based upon an opinion of counsel approved by the Company,
which approval shall not be unreasonably withheld, that he may have separate
defenses or counterclaims to assert with respect to any issue which may not be
consistent with other defendants in such Proceeding, (ii) Indemnitee
reasonably concludes, based upon an opinion of counsel approved by the Company,
which approval shall not be unreasonably withheld, that an actual or apparent
conflict of interest or potential conflict of interest exists between
Indemnitee and the Company, or (iii) the Company fails to assume the
defense of such Proceeding in a timely manner, Indemnitee shall be entitled to
be represented by separate legal counsel of Indemnitee’s choice, subject to the
prior approval of the Company, which shall not be unreasonably withheld, at the
expense of the Company.  In addition, if the Company fails to comply with
any of its obligations under this Agreement or in the event that the Company or
any other person takes any action to declare this Agreement void or
unenforceable, or institutes any Proceeding to deny or to recover from
Indemnitee the benefits intended to be provided to Indemnitee hereunder,
Indemnitee shall have the right to retain counsel of Indemnitee’s choice,
subject to the prior approval of the Company, which shall not be unreasonably
withheld, at the expense of the Company (subject to Section 9(d)),
to represent Indemnitee in connection with any such matter.


 


Section 11.            
Non-Exclusivity; Survival of Rights.


 


(a)          
The rights of indemnification and advance of Expenses as provided by this
Agreement shall not be deemed exclusive of any other rights to which Indemnitee
may at any time be entitled under applicable law, the Declaration of Trust or
Bylaws of the Company, any agreement or a resolution of the shareholders
entitled to vote generally in the election of trustees or of the Board of
Trustees, or otherwise.  No amendment, alteration or repeal of this
Agreement or of any provision hereof shall limit or restrict any right of
Indemnitee under this Agreement in respect of any action taken or omitted by
such Indemnitee in his Corporate Status prior to such amendment, alteration or
repeal.


 


(b)          
In the event of any payment under this Agreement, the Company shall be
subrogated to the extent of such payment to all of the rights of recovery of
Indemnitee, who shall execute all papers required and take all action necessary
to secure such rights, including execution of such documents as are necessary
to enable the Company to bring suit to enforce such rights.


 


(c)          
The Company shall not be liable under this Agreement to make any payment of
amounts otherwise indemnifiable hereunder if and to the extent that Indemnitee
has otherwise actually received such payment under any insurance policy,
contract, agreement or otherwise.


 


Section 12.            
Duration of Agreement; Binding Effect.


 


(a)          
This Agreement shall continue until and terminate ten years after the date that
Indemnitee shall have ceased to serve as a director, trustee, officer,
employee, or agent of the Company or of any other corporation, partnership,
joint venture, trust, 


 


6

















 


employee benefit plan or
other enterprise which Indemnitee served at the request of the Company; provided,
however, that the rights of Indemnitee hereunder shall continue until
the final termination of any Proceeding then pending in respect of which
Indemnitee is granted rights of indemnification or advance of Expenses
hereunder and of any proceeding commenced by Indemnitee pursuant to Section 9
relating thereto.


 


(b)          
The indemnification and advance of Expenses provided by, or granted pursuant
to, this Agreement shall be binding upon and be enforceable by the parties
hereto and their respective successors and assigns (including any direct or
indirect successor by purchase, merger, consolidation or otherwise to all or
substantially all of the business or assets of the Company), shall continue as
to an Indemnitee who has ceased to be a director, trustee, officer, employee or
agent of the Company or of any other corporation, partnership, joint venture,
trust, employee benefit plan or other enterprise which such person is or was
serving at the written request of the Company, and shall inure to the benefit
of Indemnitee and his or her spouse, assigns, heirs, devisees, executors and
administrators and other legal representatives.


 


(c)          
The Company shall require and cause any successor (whether direct or indirect
by purchase, merger, consolidation or otherwise) to all, substantially all or a
substantial part, of the business and/or assets of the Company, by written
agreement in form and substance satisfactory to Indemnitee, expressly to assume
and agree to perform this Agreement in the same manner and to the same extent
that the Company would be required to perform if no such succession had taken
place.


 


Section 13.            
Severability.  If any provision or provisions of this Agreement
shall be held to be invalid, illegal or unenforceable for any reason
whatsoever: (a) the validity, legality and enforceability of the remaining
provisions of this Agreement (including, without limitation, each portion of
any section of this Agreement containing any such provision held to be
invalid, illegal or unenforceable that is not itself invalid, illegal or
unenforceable) shall not in any way be affected or impaired thereby; and (b) to
the fullest extent possible, the provisions of this Agreement (including,
without limitation, each portion of any section of this Agreement
containing any such provision held to be invalid, illegal or unenforceable,
that is not itself invalid, illegal or unenforceable) shall be construed so as
to give effect to the intent manifested thereby.


 


Section 14.            
Limitation and Exception to Right of Indemnification or Advance of Expenses. 
Notwithstanding any other provision of this Agreement, (a) any
indemnification or advance of Expenses to which Indemnitee is otherwise
entitled under the terms of this Agreement shall be made only to the extent
such indemnification or advance of Expenses does not conflict with applicable
Maryland law and (b) Indemnitee shall not be entitled to indemnification
or advance of Expenses under this Agreement with respect to any Proceeding
brought by Indemnitee, unless (i) the Proceeding is brought to enforce
indemnification under this Agreement or otherwise or (ii) the Company’s
Bylaws, as amended, the Declaration of Trust, a resolution of the shareholders
entitled to vote generally in the election of trustees or of the Board of
Trustees or an agreement approved by the Board of Trustees to which the Company
is a party expressly provide otherwise.


 


7
















 


Section 15.            
Counterparts.  This Agreement may be executed in one or more
counterparts, each of which shall for all purposes be deemed to be an original
but all of which together shall constitute one and the same Agreement. 
One such counterpart signed by the party against whom enforceability is sought
shall be sufficient to evidence the existence of this Agreement.


 


Section 16.            
Headings.  The headings of the paragraphs of this Agreement are
inserted for convenience only and shall not be deemed to constitute part of
this Agreement or to affect the construction thereof.


 


Section 17.            
Modification and Waiver.  No supplement, modification or amendment
of this Agreement shall be binding unless executed in writing by both of the
parties hereto.  No waiver of any of the provisions of this Agreement
shall be deemed or shall constitute a waiver of any other provisions hereof
(whether or not similar) nor shall such waiver constitute a continuing waiver.


 


Section 18.            
Notices.  Any notice, report or other communication required or
permitted to be given hereunder shall be in writing unless some other method of
giving such notice, report or other communication is accepted by the party to
whom it is given, and shall be given by being delivered at the following
addresses to the parties hereto:


 


(a)          
If to Indemnitee, to:  The address set forth on the signature page hereto.


 


(b)          
If to the Company to:


 


Senior Housing Properties
Trust


400 Centre Street

Newton, Massachusetts 02458

Attn:  Secretary


 


or to such other address as
may have been furnished to Indemnitee by the Company or to the Company by
Indemnitee, as the case may be.


 


Section 19.            
Governing Law.  The parties agree that this Agreement shall be
governed by, and construed and enforced in accordance with, the laws of the
State of Maryland, without regard to its conflicts of laws rules.


 


[SIGNATURE
PAGE FOLLOWS]


 


8

















 


IN WITNESS WHEREOF, the
parties hereto have executed this Agreement on the day and year first above
written.


 


	
  ATTEST:

  	
  SENIOR
  HOUSING PROPERTIES TRUST

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  /s/ Jennifer
  B. Clark

  	
   

  	
  By:

  	
  /s/ John R.
  Hoadley

  	
  (SEAL)

  
	
   

  	
  Name: John
  R. Hoadley

  	
   

  
	
   

  	
  Title:
  Treasurer and Chief Financial Officer

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
  WITNESS:

  	
  INDEMNITEE

  
	
   

  	
   

  
	
   

  	
   

  
	
  /s/ Judith
  A. Stapleton

  	
   

  	
  /s/ David J.
  Hegarty

  	
   

  
	
   

  	
  Name: David
  J. Hegarty

  
	
   

  	
  Address:
  [address omitted]

  



 


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EXHIBIT A


 


FORM OF
UNDERTAKING TO REPAY EXPENSES ADVANCED


 


The Board of Trustees of
Senior Housing Properties Trust


 


Re:  Undertaking to
Repay Expenses Advanced


 


Ladies and Gentlemen:


 


This undertaking is being
provided pursuant to that certain Indemnification Agreement dated
                   ,
200   , by and between Senior Housing Properties Trust (the “Company”)
and the undersigned Indemnitee (the “Indemnification Agreement”), pursuant to
which I am entitled to advance of expenses in connection with [Description of Proceeding] (the “Proceeding”).


 


Terms used herein and not
otherwise defined shall have the meanings specified in the Indemnification
Agreement.


 


I am subject to the
Proceeding by reason of my Corporate Status or by reason of alleged actions or
omissions by me in such capacity.  I hereby affirm that at all times,
insofar as I was involved as [a trustee]
[an officer] of the Company, in
any of the facts or events giving rise to the Proceeding, I (1) acted in
good faith and honestly, (2) did not receive any improper personal benefit
in money, property or services and (3) in the case of any criminal
proceeding, had no reasonable cause to believe that any act or omission by me
was unlawful.


 


In consideration of the
advance of expenses by the Company for reasonable attorney’s fees and related
expenses incurred by me in connection with the Proceeding (the “Advanced
Expenses”), I hereby agree that if, in connection with the Proceeding, it is
established that (1) an act or omission by me was material to the matter
giving rise to the Proceeding and (a) was committed in bad faith or (b) was
the result of active and deliberate dishonesty or (2) I actually received
an improper personal benefit in money, property or services or (3) in the
case of any criminal proceeding, I had reasonable cause to believe that the act
or omission was unlawful, then I shall promptly reimburse the portion of the
Advanced Expenses relating to the claims, issues or matters in the Proceeding
as to which the foregoing findings have been established and which have not
been successfully resolved as described in Section 5 of the
Indemnification Agreement.  To the extent that Advanced Expenses do not
relate to a specific claim, issue or matter in the Proceeding, I agree that
such Expenses shall be allocated on a reasonable and proportionate basis.


 


IN WITNESS WHEREOF, I have
executed this Affirmation and Undertaking on this
        day of
                              ,
200     .


 


WITNESS:


 


	
   

  	
   

  	
   

  	
  (SEAL)

  



 

















 


Schedule to Exhibit 10.2


 


The following current and
former trustees and executive officers are parties to Indemnification
Agreements with the Company which are substantially identical in all material
respects to the representative Indemnification Agreement filed herewith and are
dated as of the respective dates listed below.  The other Indemnification
Agreements are omitted pursuant to Instruction 2 to Item 601 of Regulation S-K.


 


	
  Name of Signatory

  	
   

  	
  Date

  
	
  David J. Hegarty

  	
   

  	
  March 10, 2004

  
	
  Richard A. Doyle

  	
   

  	
  February 27, 2008

  
	
  Frank J. Bailey

  	
   

  	
  March 10, 2004

  
	
  John L. Harrington

  	
   

  	
  March 10, 2004

  
	
  Adam D. Portnoy

  	
   

  	
  May 30, 2007

  
	
  Barry M. Portnoy

  	
   

  	
  March 10, 2004

  
	
  Jeffrey P. Somers

  	
   

  	
  January 30, 2009

  
	
  Frederick N. Zeytoonjian

  	
   

  	
  March 10, 2004