EXHIBIT 10.1**ASSISTED LIVING CONCEPTS, INC.****2007 CASH INCENTIVE COMPENSATION AWARD AGREMENT**     THIS CASH INCENTIVE COMPENSATION AWARD AGREEMENT (the “**Award Agreement**”) is entered into as ofMarch 30, 2007, between Assisted Living Concepts, Inc. (“**ALC**”) and (“**Employee**”). In considerationof the mutual promises and covenants made in this Agreement and the mutual benefits to be derivedfrom this Agreement, ALC and Employee agree as follows.     This Award Agreement sets forth the terms and conditions of a cash incentive award ofperformance compensation (the “**Award**”) that is granted to you under the 2006 Omnibus IncentiveCompensation Plan (the “**Plan**”) and is a Performance Compensation Award. This Award provides youwith the opportunity to earn, subject to the terms of this Award Agreement, cash compensation asset forth in Section 3 below.     THIS AWARD IS SUBJECT TO ALL TERMS AND CONDITIONS OF THE PLAN AND THIS AWARD AGREEMENT,INCLUDING, WITHOUT LIMITATION, THE DISPUTE RESOLUTION PROVISIONS SET FORTH IN SECTION 9 OF THISAWARD AGREEMENT. BY SIGNING YOUR NAME BELOW, YOU WILL HAVE CONFIRMED YOUR ACCEPTANCE OF THE TERMSAND CONDITIONS OF THIS AWARD AGREEMENT.1. The Plan. This Award is made pursuant to the Plan, all the terms of which are herebyincorporated in this Award Agreement. In the event of any conflict between the terms of the Planand the terms of this Award Agreement, the terms of this Award Agreement shall govern. In theevent of any conflict between the terms of this Award Agreement and the terms of any individualemployment agreement between you and ALC or any of its Affiliates (an “**Employment Agreement**”), theterms of your Employment Agreement will govern.2. Definitions. Capitalized terms used in this Award Agreement that are not defined inthis Award Agreement have the meanings as used or defined in the Plan. As used in this AwardAgreement, the following terms have the meanings set forth below:     “**Business Day**” means a day that is not a Saturday, a Sunday or a day on which bankinginstitutions are legally permitted to be closed in the City of New York.     “**Committee**” means the Compensation/ Nominating/ Governance committee of the Board of Directorsof ALC (the “**Board**”) or such other committee of the Board as may be designated by the Board fromtime to time to administer the Plan.     “**Determination Date**” means the date during the first quarter of 2008, as determined by theCommittee, on which the Committee determines whether Performance Goals with respect to thePerformance Period have been achieved.     “**Performance Goals**” means the performance goals set forth on Exhibit A to this AwardAgreement.     “**Performance Period**” means the period from January 1, 2007 through December 31, 2007.3. (o Performance-Based Right to Payment. The amount of cash compensation payable pursuantto the Award shall be determined based on the achievement of the Performance Goals. On theDetermination Date, the Committee in its sole discretion shall determine whether you are entitledto payment with respect to all or a portion of your Award subject to this Award Agreement. Exceptas otherwise provided in your Employment Agreement, the payment of cash compensation with respectto your Award is contingent on the attainment of the Performance Goals. Accordingly, unlessotherwise provided in your Employment Agreement, you will not become entitled to payment withrespect to the Award subject to this Award Agreement on the Determination Date unless the Committeedetermines that the Performance Goals with respect to the Determination Date have been attained.Upon such determination by the Committee and subject to the provisions of the Plan and this AwardAgreement, you shall have the right to payment of the cash compensation as set forth on Exhibit A.Pursuant to Section 4 and except as otherwise provided in your Employment Agreement, in order to beentitled to payment with respect to any Award on the Determination Date, you must be employed byALC or an Affiliate on the Determination Date.     (b) Payment of Award. Payments made pursuant to this Award Agreement shall be payablein cash as soon as administratively practicable following the Determination Date. The Committeeand ALC shall use commercially reasonable efforts to make such payments by March 15, 2008.
 

 
4. (a) Forfeiture of Award. Unless the Committee determines otherwise, and except asotherwise provided in your Employment Agreement, if your rights with respect to any Award awardedto you pursuant to this Award Agreement have not become payable prior to the date on which youremployment with ALC and its Affiliates terminates, your rights with respect to such Award shallimmediately terminate, and you will be entitled to no further payments or benefits with respectthereto. If pursuant to Section 3 the Committee determines in its sole discretion that thePerformance Goals with respect to the Determination Date have not been attained, your rights withrespect to such Award shall immediately terminate, and you will be entitled to no further paymentsor benefits with respect thereto.     (b) Recovery of Award Following Restatement. If ALC’s financial statements are thesubject of a restatement due to error or misconduct, to the extent permitted by governing law, inall appropriate cases, Employee shall on demand from ALC repay all excess incentive cashcompensation paid under this Award Agreement. For purposes of this Award Agreement, excessincentive cash compensation means the positive difference, if any, between (i) the Award made toEmployee and (ii) the Award that would have been made to Employee had the Award been calculatedbased on ALC’s financial statements as restated. ALC will not be required to award Employee anadditional Award should the restated financial statements result in a higher calculated Award. Therepayment of excess incentive cash compensation is in addition to and separate from any otherrelief available to ALC due to the Employee’s error or misconduct5. Non-Transferability of Award. Unless otherwise provided by the Committee in itsdiscretion, the Award may not be sold, assigned, alienated, transferred, pledged, attached orotherwise encumbered except as provided in Section 9(a) of the Plan. Any purported sale,assignment, alienation, transfer, pledge, attachment or other encumbrance of a Performance Award inviolation of the provisions of this Section 5 and Section 9(a) of the Plan shall be void.6. Withholding. The payment of cash compensation pursuant to Section 3(b) is conditionedon satisfaction of any applicable withholding taxes in accordance with Section 9(d) of the Plan.7. Successors and Assigns of ALC. The terms and conditions of this Award Agreement shallbe binding upon and shall inure to the benefit of ALC and its successors and assigns.8. Committee Discretion. Subject to your Employment Agreement, the Committee shall havefull and plenary discretion with respect to any actions to be taken or determinations to be made inconnection with this Award Agreement, and its determinations shall be final, binding andconclusive.9. Dispute Resolution.     (a) Jurisdiction and Venue. Notwithstanding any provision in your EmploymentAgreement, you and ALC irrevocably submit to the exclusive jurisdiction of (i) the United StatesDistrict Court for the Eastern District of Wisconsin and (ii) the courts of the State of Wisconsinfor the purposes of any suit, action or other proceeding arising out of this Award Agreement or thePlan. You and ALC agree to commence any such action, suit or proceeding either in the UnitedStates District Court for the Eastern District of Wisconsin or, if such suit, action or otherproceeding may not be brought in such court for jurisdictional reasons, in the courts of the Stateof Wisconsin. You and ALC further agree that service of any process, summons, notice or documentby U.S. registered mail to the other party’s address set forth below shall be effective service ofprocess for any action, suit or proceeding in Wisconsin with respect to any matters to which youhave submitted to jurisdiction in this Section 9o. You and ALC irrevocably and unconditionallywaive any objection to the laying of venue of any action, suit or proceeding arising out of thisAward Agreement or the Plan in (A) the United States District Court for the Eastern District ofWisconsin or (B) the courts of the State of Wisconsin, and hereby and thereby further irrevocablyand unconditionally waive and agree not to plead or claim in any such court that any such action,suit or proceeding brought in any such court has been brought in an inconvenient forum.     (b) Waiver of Jury Trial. You and ALC hereby waive, to the fullest extent permittedby applicable law, any right either of you may have to a trial by jury in respect to any litigationdirectly or indirectly arising out of, under or in connection with this Award Agreement or thePlan.     (c) Confidentiality. You hereby agree to keep confidential the existence of, and anyinformation concerning, a dispute described in this Section 9, except that you may discloseinformation concerning such dispute to the court that is considering such dispute or to your legalcounsel or other advisors (provided that such counsel or other advisors agree not to disclose anysuch information other than as necessary to the prosecution or defense of the dispute).
 

 
10. Notice. All notices, requests, demands and other communications required or permittedto be given under the terms of this Award Agreement shall be in writing and shall be deemed to havebeen duly given when delivered by hand or overnightcourier or three Business Days after they have been mailed by U.S. registered mail, return receiptrequested, postage prepaid, addressed to the other party as set forth below:   If to ALC: Assisted Living Concepts, Inc.  111 East Michigan Street  Milwaukee, WI 53203  Attn: Corporate SecretaryIf to you:The parties may change the address to which notices under this Award Agreement shall be sent byproviding written notice to the other in the manner specified above.11. Headings. Headings are given to the Sections and subsections of this Award Agreementsolely as a convenience to facilitate reference. Such headings shall not be deemed in any waymaterial or relevant to the construction or interpretation of this Award Agreement or any provisionthereof.12. Amendment of this Award Agreement. The Committee may waive any conditions or rightsunder, amend any terms of, or alter, suspend, discontinue, cancel or terminate this Award Agreementprospectively or retroactively; provided, however, that any such waiver, amendment, alteration,suspension, discontinuance, cancellation or termination that would materially and adversely impairyour rights under this Award Agreement shall not to that extent be effective without your consent.13. Counterparts. This Award Agreement may be signed in counterparts, each of which shallbe an original, with the same effect as if the signatures thereto and hereto were upon the sameinstrument.     IN WITNESS WHEREOF, the parties have duly executed this Award Agreement as of the date firstwritten above.