Exhibit 10.1


 


SENIOR HOUSING PROPERTIES TRUST


 


RESTRICTED SHARE AGREEMENT


 


This Restricted Share Agreement (this “Agreement”)
is made as of                                         
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-fifth as of the date hereof, a further one-fifth on the                                 
of the year first following the date of this Agreement, a further one-fifth on
the                                 
of the second year following the date of this Agreement, a further one-fifth on
the                                 
of the third year following the date of this Agreement and the final one-fifth
on the                                 
of the fourth 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 (i) the
Company, (ii) the entity which is the advisor, manager or shared
services provider to the Company or an entity controlled by, under common
control with or controlling such entity (collectively, the “Manager”), or (iii) an
affiliate of the Company (which shall be deemed for such purpose to include any
other entity to which the Manager is the advisor, manager or shared
services provider), 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:


 


“PURSUANT AND
SUBJECT TO THE TERMS OF THE TRUST’S DECLARATION OF TRUST, A COPY OF WHICH,
TOGETHER WITH ALL AMENDMENTS AND SUPPLEMENTS THERETO (THE “DECLARATION”), IS ON
FILE WITH THE STATE DEPARTMENT OF ASSESSMENTS AND TAXATION OF MARYLAND, THE
TRUST HAS THE AUTHORITY TO CREATE ONE OR MORE ADDITIONAL CLASSES OR SERIES OF SHARES
AND ISSUE ADDITIONAL SHARES OF ANY EXISTING CLASS OR 


 

















 


SERIES OF
SHARES. THE TRUST WILL FURNISH A FULL STATEMENT OF (i) THE AUTHORITY OF
THE TRUST TO CREATE ADDITIONAL CLASSES OR SERIES OF SHARES AND ISSUE ADDITIONAL
SHARES OF ANY EXISTING CLASS OR SERIES OF SHARES, (ii) THE TERMS OF
ANY EXISTING CLASS OR SERIES OF SHARES, AND (iii) SUCH OTHER
INFORMATION AS IS REQUIRED BY SECTION 8-203(d) OF THE MARYLAND REIT
LAW, WITHOUT CHARGE TO ANY SHAREHOLDER UPON REQUEST TO THE SECRETARY OF THE
TRUST.


 


THE SHARES
EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON OWNERSHIP AND
TRANSFER WHICH ARE OR MAY HEREAFTER BE CONTAINED IN THE DECLARATION OR IN
THE BYLAWS OF THE TRUST, AS AMENDED FROM TIME TO TIME (THE “BYLAWS”), INCLUDING
PROVISIONS WHICH PROHIBIT THE OWNERSHIP OF MORE THAN 9.8% OF THE TRUST’S COMMON
SHARES OR SECURITIES BY ANY PERSON OR GROUP. 
THIS DESCRIPTION OF THE RESTRICTIONS UPON OWNERSHIP OR TRANSFER OF THE
TRUST’S COMMON SHARES OR SECURITIES IS NOT COMPLETE.  A MORE COMPLETE DESCRIPTION OF THESE
RESTRICTIONS APPEARS IN THE DECLARATION OR BYLAWS, AS APPLICABLE, COPIES OF
WHICH WILL BE SENT WITHOUT CHARGE TO ANY SHAREHOLDER UPON REQUEST TO THE
SECRETARY OF THE TRUST.


 


THIS
CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER HEREOF TO CERTAIN RIGHTS AS
SET FORTH IN THE RIGHTS AGREEMENT DATED AS OF MARCH 20, 2004 BETWEEN THE
TRUST AND WELLS FARGO BANK, NATIONAL ASSOCIATION, AS SUCCESSOR RIGHTS AGENT,
AND ANY AMENDMENTS OR RENEWALS THEREOF (THE “RIGHTS AGREEMENT”), THE TERMS OF
WHICH ARE HEREBY INCORPORATED HEREIN BY REFERENCE AND A COPY OF WHICH IS ON
FILE AT THE PRINCIPAL OFFICES OF THE TRUST. UNDER CERTAIN CIRCUMSTANCES, AS SET
FORTH IN THE RIGHTS AGREEMENT, SUCH RIGHTS WILL BE EVIDENCED BY SEPARATE
CERTIFICATES AND WILL NO LONGER BE EVIDENCED BY THIS CERTIFICATE.  THE TRUST WILL MAIL TO THE HOLDER OF THIS
CERTIFICATE A COPY OF THE RIGHTS AGREEMENT, AS IN EFFECT ON THE DATE OF
MAILING, WITHOUT CHARGE PROMPTLY AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR.
UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS
BENEFICIALLY OWNED (AS SUCH TERM IS DEFINED IN THE RIGHTS AGREEMENT) BY ANY
PERSON WHO IS, WAS OR BECOMES AN ACQUIRING PERSON, OR ANY AFFILIATE OR
ASSOCIATE THEREOF (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT), WHETHER
CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDER, MAY BECOME
NULL AND VOID.  THE RIGHTS SHALL NOT BE
EXERCISABLE, AND SHALL BE VOID SO LONG AS HELD, BY A HOLDER IN ANY JURISDICTION
WHERE THE REQUISITE QUALIFICATION TO THE ISSUANCE TO SUCH HOLDER, OR THE
EXERCISE BY SUCH HOLDER, OF THE RIGHTS IN SUCH JURISDICTION SHALL NOT HAVE BEEN
OBTAINED OR BE OBTAINABLE.


 


THE SHARES
EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE “ACT”).  SUCH
SHARES MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN
EFFECTIVE REGISTRATION STATEMENT 


 


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FOR THE SHARES
UNDER THE ACT OR AN OPINION OF THE TRUST’S COUNSEL THAT REGISTRATION IS NOT REQUIRED
UNDER THE ACT.


 


THE SHARES
EVIDENCED BY THIS CERTIFICATE WERE ISSUED PURSUANT TO AN INCENTIVE PLAN
MAINTAINED BY THE TRUST.  THESE SHARES MAY BE
SUBJECT TO TRANSFER AND/OR VESTING RESTRICTIONS, AND UNVESTED SHARES ARE
SUBJECT TO REPURCHASE RIGHTS CONTAINED IN THE PLAN, THE RELATED GRANT OF SHARES
OR AN AGREEMENT BETWEEN THE TRUST AND THE INITIAL HOLDER OF THESE SHARES.  A COPY OF APPLICABLE RESTRICTIONS AND
REPURCHASE RIGHTS WILL BE FURNISHED TO THE HOLDER OF THIS CERTIFICATE WITHOUT
CHARGE UPON REQUEST TO THE SECRETARY OF THE TRUST.”


 


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.


 


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(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 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]

  
	
   

  	
  [Address]

  



 


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