Exhibit 10.3


    

      Exhibit
        10.3

      


      AMERICAN
        RETIREMENT CORPORATION

      


      RESTRICTED
        STOCK AGREEMENT

      


      This
        RESTRICTED STOCK AGREEMENT (the "Agreement") is by and between American
        Retirement Corporation, a Tennessee corporation (the "Company"), and
        ________________ (the "Grantee").

      


      Section
        1. Restricted
        Stock Award.
        The
        Grantee is hereby granted the right to receive ________ shares (the "Restricted
        Stock") of the Company's common stock, par value $0.01 per share (the "Common
        Stock"), subject to the terms and conditions of this Agreement and the American
        Retirement Corporation 1997 Stock Incentive Plan (as amended, the "Plan").
        Capitalized terms used but not otherwise defined herein shall have the meanings
        ascribed thereto in the Plan.

      


      Section
        2. Vesting
        of the Award.
        The
        shares of Restricted Stock granted pursuant to Section
        1
        hereof
        shall vest at such times (each, a "Vesting Date") and in the percentages
        set
        forth below, if and only if the Grantee is continuously employed by the Company
        (or any Subsidiary or Affiliate of the Company) from the date hereof through
        such Vesting Date (except as set forth in Section
        5(b)
        hereof):

      


      

        
          	
                   

                  Vesting
                    Date

                	 	
                  Percentage
                    of

                  Restricted
                    Stock Vesting

                
	
                   

                  ___________
                    __, 200_

                	 	
                   

                  33.3%

                
	
                   

                  ___________
                    __, 200_

                	 	
                   

                  33.3%

                
	
                   

                  ___________
                    __, 200_

                	 	
                   

                  33.4%

                
	 	 	 


        

      

      


      Section
        3. Distribution
        of Restricted Stock.
        Certificates representing the Restricted Stock will be distributed to the
        Grantee as soon as practicable after the Vesting Date. Notwithstanding the
        foregoing, if the Grantee's employment with the Company (or any Subsidiary
        or
        Affiliate of the Company) is terminated under the circumstances set forth
        in
Section
        5(b),
        certificates representing the Restricted Stock awarded hereunder will be
        distributed to the Grantee (or the Grantee's estate or legal representative)
        as
        soon as practicable after the Grantee's termination. The
        Certificates representing the Restricted Stock shall be subject to the
        restrictions on transfer set forth in Section
        6
        hereof.

      


      Section
        4. Voting
        Rights and Dividends.
        Prior
        to the distribution of the Restricted Stock, certificates representing shares
        of
        Restricted Stock will be held by the Company (the "Custodian") in the name
        of
        the Grantee. The Custodian will take such action as is necessary and appropriate
        to enable the Grantee to vote the Restricted Stock. All cash dividends received
        by the Custodian, if any, with respect to the Restricted Stock will be remitted
        to the Grantee. Notwithstanding the foregoing, no voting rights or dividend
        rights shall inure to the Grantee following the forfeiture of the Restricted
        Stock pursuant to Section
        5(a).

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        Section
          5. Termination.

         

      

      (a) In
        the
        event that Grantee's employment by the Company (or any Subsidiary or Affiliate
        of the Company) terminates for any reason (other than by reason of death
        or
        Disability), all shares of Restricted Stock that have not vested prior to
        the
        date of termination shall be immediately forfeited and Grantee shall have
        no
        further rights with respect to such shares of Restricted Stock.

      


      (b) If
        the
        Grantee dies while employed by the Company (or any Subsidiary or Affiliate
        of
        the Company) or if the Grantee's employment is terminated by reason of
        Disability, all unvested shares of Restricted Stock shall be deemed vested
        as of
        the date of such death or Disability.

      


      Section
        6. No
        Transfer or Pledge of Restricted Stock.
        No
        shares of Restricted Stock may be Transferred (as hereinafter defined) prior
        to
        the Vesting Date. Thereafter, the Grantee may not Transfer more than twenty-five
        percent (25%) of all of the Grantee’s vested Restricted Stock in any calendar
        quarter. In
        addition, any Transfer of vested Restricted Stock shall be subject to the
        Company's determination that, after giving effect to such Transfer, the Grantee
        will remain in compliance with the provisions of any stock ownership policy
        applicable to the Grantee that is then in existence. As used herein, the
        term
        "Transfer" shall mean any transfer, sale, conveyance, pledge, encumbrance,
        hypothecation or disposition of any kind, whether voluntary or
        involuntary.

      


      Section
        7. Tax
        Election.
        The
        Grantee may, but is not required to, elect to apply the tax rules of Section
        83(b) of the Internal Revenue Code of 1986, as amended (the "Code"), to the
        issuance of the Restricted Stock. If the Grantee makes an affirmative election
        under Section 83(b) of the Code, the Grantee shall deliver a copy of such
        election to the Company in accordance with the requirements of the Code and
        the
        Regulations promulgated thereunder. The Grantee acknowledges that the decision
        to make, or refrain from making, an election to apply Section 83(b) of the
        Code
        is his individual decision, based upon the Grantee's personal analysis and
        personal tax advice. The Grantee acknowledges that the Company has not attempted
        to influence the Grantee, or provided the Grantee with any advice, in connection
        with the Grantee’s determination of whether to make an election to apply Section
        83(b) of the Code. The Grantee is urged to consult with his individual tax
        advisors in making the determinations described in this section.

      


      Section
        8. Tax
        Withholding.
        The
        Company may withhold from any distribution of Restricted Stock an amount
        of
        Common Stock equal to such federal, state or local taxes as shall be required
        to
        be withheld pursuant to any applicable law or regulation, unless the Company
        agrees to accept a payment of cash (or to withhold from other wages payable
        to
        Grantee) in the amount of such withholding taxes.

       

       

      
        
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      Section
        9. Change
        of Control.
        Upon
        the occurrence of a Change in Control or a Potential Change in Control as
        defined in Section
        10
        of the
        Plan, all Restricted Stock shall be deemed vested and the restrictions under
        the
        Plan and this Agreement with respect to the Restricted Stock, including the
        restriction on transfer set forth in Section
        6
        hereof,
        shall automatically expire and shall be of no further force or
        effect.

      


      Section
        10. Stock
        Subject to Award.
        In the
        event that the shares of Common Stock of the Company should, as a result
        of a
        stock split or stock dividend or combination of shares or any other change,
        redesignation, merger, consolidation, recapitalization or otherwise, be
        increased or decreased or changed into or exchanged for a different number
        or
        kind of shares of stock or other securities of the Company or of another
        corporation, the number of shares of Restricted Stock that have been awarded
        to
        Grantee shall be appropriately adjusted to reflect such action. If any such
        adjustment shall result in a fractional share, such fraction shall be
        disregarded.

      


      Section
        11. Stock
        Power.
        Concurrently with the execution of this Agreement, the Grantee shall deliver
        to
        the Company a stock power, endorsed in blank, relating to the shares of
        Restricted Stock. Such stock power shall be in a form satisfactory to the
        Company.

      


      Section
        12. Legend.
        Each
        certificate representing Restricted Stock shall bear a legend in substantially
        the following form:

      


      THIS
        CERTIFICATE AND THE SHARES OF STOCK REPRESENTED HEREBY ARE SUBJECT TO THE
        TERMS
        AND CONDITIONS (INCLUDING FORFEITURE AND RESTRICTIONS AGAINST TRANSFER)
        CONTAINED IN THE AMERICAN RETIREMENT CORPORATION 1997 STOCK INCENTIVE PLAN
        (AS
        AMENDED, THE "PLAN") AND THE RESTRICTED STOCK AGREEMENT (THE "AGREEMENT")
        BETWEEN THE OWNER OF THE RESTRICTED STOCK REPRESENTED HEREBY AND AMERICAN
        RETIREMENT CORPORATION (THE "COMPANY"). THE RELEASE OF SUCH STOCK FROM SUCH
        TERMS AND CONDITIONS SHALL BE MADE ONLY IN ACCORDANCE WITH THE PROVISIONS
        OF THE
        PLAN AND THE AGREEMENT, COPIES OF WHICH ARE ON FILE AT THE COMPANY.

      


      Section
        13. Restrictive
        Agreement.
        As a
        condition to the distribution of any vested shares of Restricted Stock, the
        Grantee (or his legal representative or estate or any third party transferee),
        if the Company so requests, will execute an agreement in form satisfactory
        to
        the Company in which the Grantee or such other recipient of the shares
        represents that he is acquiring the shares without a view to distribution
        thereof.

      


      Section
        14. No
        Right to Continued Employment.
        This
        Agreement shall not be construed as giving the Grantee the right to be retained
        in the employ of the Company (or any Subsidiary or Affiliate of the Company),
        and the Company (or any Subsidiary or Affiliate of the Company) may at any
        time
        dismiss the Grantee from employment, free from any liability or any claim
        under
        the Plan.

       

       

      
        
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      Section
        15. Governing
        Provisions.
        This
        Agreement is made under and subject to the provisions of the Plan, and all
        of
        the provisions of the Plan are also provisions of this Agreement. If there
        is a
        difference or conflict between the provisions of this Agreement and the
        provisions of the Plan, the provisions of the Plan will govern. By signing
        this
        Agreement, the Grantee confirms that he or she has received a copy of the
        Plan.

      


      Section
        16. Miscellaneous.

      


      16.1
        Entire
        Agreement.
        This
        Agreement and the Plan contain the entire understanding and agreement between
        the Company and the Grantee concerning the Restricted Stock granted hereby,
        and
        supersede any prior or contemporaneous negotiations and understandings. The
        Company and the Grantee have made no promises, agreements, conditions, or
        understandings relating to the Restricted Stock, either orally or in writing,
        that are not included in this Agreement or the Plan.

      


      16.2
        Captions.
        The
        captions and section numbers appearing in this Agreement are inserted only
        as a
        matter of convenience. They do not define, limit, construe, or describe the
        scope or intent of the provisions of this Agreement.

      


      16.3
        Counterparts.
        This
        Agreement may be executed in counterparts, each of which when signed by the
        Company and the Grantee will be deemed an original and all of which together
        will be deemed the same Agreement.

      


      16.4
        Notice.
        Any
        notice or communication having to do with this Agreement must be given by
        personal delivery or by certified mail, return receipt requested, addressed,
        if
        to the Company, to the principal office of the Company, and, if to the Grantee,
        to the Grantee's last known address provided by the Grantee to the
        Company.

      


      16.5
        Amendment.
        This
        Agreement may be amended by the Company, provided that unless the Grantee
        consents in writing, the Company cannot amend this Agreement if the amendment
        will materially change or impair the Grantee's rights under this Agreement
        and
        such change is not to the Grantee's benefit.

      


      16.6
        Successors
        and Assignment.
        Each
        and all of the provisions of this Agreement are binding upon and inure to
        the
        benefit of the Company and the Grantee and their heirs, successors, and assigns.
        However, the Grantee may not Transfer this Agreement or the Grantee's rights
        hereunder. Furthermore, the Grantee may Transfer the Restricted Stock
        distributed to the Grantee pursuant to this Agreement only as set forth in
        this
        Agreement.

       

       

      
        
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      16.7
        Governing
        Law.
        This
        Agreement shall be governed and construed exclusively in accordance with
        the
        laws of the State of Tennessee applicable to agreements to be performed in
        the
        State of Tennessee.

      


      


      [Signature
        page to follow.]

      


      
         

        
          
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      IN
        WITNESS WHEREOF, the Company and the Grantee have executed this Agreement
        to be
        effective as of _____________, __ 20__.

       

       

      
         

        
          	 	AMERICAN RETIREMENT CORPORATION
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 	 
	 	Grantee:	 
	 	 	 
	 	 	 
	 	Name:	 


        

      

       

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