exv10w5






EXHIBIT 10.5




NORTHSTAR SENIOR CARE TRUST, INC.

FORM OF INDEPENDENT DIRECTORS COMPENSATION PLAN




 









 





NORTHSTAR SENIOR CARE TRUST, INC.

FORM OF INDEPENDENT DIRECTORS COMPENSATION PLAN




ARTICLE 1

PURPOSE



     1.1. PURPOSE. The purpose of the Plan is to attract, retain and compensate
highly-qualified individuals who are not employees of NorthStar Senior Care Trust, Inc. or any of
its subsidiaries or affiliates for service as members of the Board by providing them with
competitive compensation and an ownership interest in the Stock of the Company. The Company
intends that the Plan will benefit the Company and its stockholders by allowing Independent
Directors to have a personal financial stake in the Company through an ownership interest in the
Stock and will closely associate the interests of Independent Directors with that of the Company’s
stockholders.



     1.2. ELIGIBILITY. Independent Directors of the Company who are Eligible Participants,
as defined below, shall automatically be participants in the Plan.



ARTICLE 2

DEFINITIONS



     2.1. DEFINITIONS. Capitalized terms used herein and not otherwise defined shall have
the meanings given such terms in the Incentive Plan. Unless the context clearly indicates
otherwise, the following terms shall have the following meanings:



     “Base Annual Retainer” means the annual retainer (excluding Meeting Fees and expenses)
payable by the Company to an Independent Director pursuant to Section 5.1 hereof for service as a
director of the Company (i.e., excluding any Supplemental Annual Retainer), as such amount may be
changed from time to time.



     “Eligible Participant” means any person who is an Independent Director on the Plan
Effective Date or becomes an Independent Director while this Plan is in effect; except that during
any period a director is prohibited from participating in the Plan by his or her employer or
otherwise waives participation in the Plan, such director shall not be an Eligible Participant.



     “Incentive Plan” means the NorthStar Senior Care Trust, Inc. Long Term Incentive Plan,
or any subsequent equity compensation plan approved by the Board and designated as the Incentive
Plan for purposes of this Plan.



     “Meeting Fees” means fees for attending a meeting of the Board or one of its
committees as set forth in Section 5.3 hereof.



     “Plan” means this NorthStar Senior Care Trust, Inc. Independent Directors Compensation
Plan, as amended from time to time.



     “Plan Effective Date” of the Plan has the meaning set forth in Section 9.4 of the
Plan.



     “Plan Year(s)” means the approximate twelve-month period beginning with the annual
stockholders meeting and ending at the next annual stockholders meeting; provided that the first
Plan Year shall begin on the Plan Effective Date and extend until the first annual stockholders
meeting.



 









 





     “Supplemental Annual Retainer” means the annual retainer (excluding Meeting Fees and
expenses) payable by the Company to an Independent Director pursuant to Section 5.2 hereof for
service as the chair of the Audit Committee of the Board, as such amount may be changed from time
to time.



ARTICLE 3

ADMINISTRATION



     3.1. ADMINISTRATION. The Plan shall be administered by the Board. Subject to the
provisions of the Plan, the Board shall be authorized to interpret the Plan, to establish, amend
and rescind any rules and regulations relating to the Plan, and to make all other determinations
necessary or advisable for the administration of the Plan. The Board’s interpretation of the Plan,
and all actions taken and determinations made by the Board pursuant to the powers vested in it
hereunder, shall be conclusive and binding upon all parties concerned, including the Company, its
stockholders and persons granted awards under the Plan. The Board may appoint a plan administrator
to carry out the ministerial functions of the Plan, but the administrator shall have no other
authority or powers of the Board.



     3.2. RELIANCE. In administering the Plan, the Board may rely upon any information
furnished by the Company, its public accountants and other experts. No individual will have
personal liability by reason of anything done or omitted to be done by the Company or the Board in
connection with the Plan. This limitation of liability shall not be exclusive of any other
limitation of liability to which any such person may be entitled under the Company’s certificate of
incorporation or otherwise.



ARTICLE 4

SHARES



     4.1. SOURCE OF SHARES FOR THE PLAN. The shares of Stock that may be issued pursuant
to the Plan shall be issued under the Incentive Plan, subject to all of the terms and conditions of
the Incentive Plan. The terms contained in the Incentive Plan are incorporated into and made a
part of this Plan with respect to shares of Stock, Restricted Stock and any other equity granted
pursuant hereto and any such grant shall be governed by and construed in accordance with the
Incentive Plan. In the event of any actual or alleged conflict between the provisions of the
Incentive Plan and the provisions of this Plan, the provisions of the Incentive Plan shall be
controlling and determinative. This Plan does not constitute a separate source of shares for the
grant of Restricted Stock or shares of Stock described herein.



ARTICLE 5

RETAINERS, MEETING FEES AND EXPENSES



     5.1. BASE ANNUAL RETAINER. Each Eligible Participant shall be paid a Base Annual
Retainer for service as a director during each Plan Year, payable in such form as shall be elected
by the Eligible Participant in accordance with Section 6.1. The amount of the Base Annual Retainer
shall be established from time to time by the Board. Until changed by the Board, the Base Annual
Retainer for a full Plan Year shall be $45,000. The Base Annual Retainer shall be payable in
approximately equal quarterly installments in advance, beginning on the date of the annual
stockholders meeting; provided, however, that for the first Plan Year, the first
installment shall begin on the Plan Effective Date and be prorated based on the number of full
months in such quarter after the Plan Effective Date and, provided, further, that
for purposes of this Article 5, the month in which the Plan Effective Date occurs shall be
considered a “full month.” Each person who first becomes an Eligible Participant on a date other
than the Plan Effective Date or an annual meeting date shall be paid a retainer equal to the
quarterly installment of the Base Annual Retainer for the first quarter of eligibility, based on
the number of full months he or she serves as an Independent Director during such quarter. Payment
of such prorated Base Annual Retainer shall begin on the date that the person first becomes an
Eligible Participant, and shall resume on a



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quarterly basis thereafter. In no event shall any installment of the Base Annual Retainer be paid
later than March 15 of the year following the year to which such installment relates.




     5.2. AUDIT COMMITTEE CHAIRPERSON SUPPLEMENTAL ANNUAL RETAINER. The chairperson of the
Audit Committee of the Board shall be paid a Supplemental Annual Retainer for his or her service as
such chairperson during a Plan Year, payable at the same times as installments of the Base Annual
Retainer are paid and in such form as shall be elected by such chairperson in accordance with
Section 6.1. The amount of the Supplemental Annual Retainer for the chairperson of the Audit
Committee shall be established from time to time by the Board. Until changed by the Board, the
Supplemental Annual Retainer for a full Plan Year for the chairperson of the Audit Committee shall
be $10,000. A prorata Supplemental Annual Retainer will be paid to any Eligible Participant who
becomes the chairperson of the Audit Committee of the Board on a date other than the beginning of a
Plan Year, based on the number of full months he or she serves as a chairperson of the Audit
Committee of the Board during the Plan Year. Payment of such prorated Supplemental Annual Retainer
shall begin on the date that the person first becomes chairperson of the Audit Committee, and shall
resume on a quarterly basis thereafter. In no event shall any installment of the Supplemental
Annual Retainer be paid later than March 15 following the year to which such installment relates.



     5.3. MEETING FEES. Beginning on the Plan Effective Date, each Independent Director
shall be paid Meeting Fees for attending meetings of the Board or its committees, payable in such
form as shall be elected by the Independent Director in accordance with Section 6.2. The amount of
the Meeting Fees shall be established from time to time by the Board. Until changed by the Board,
the Meeting Fee for attending a meeting of the Board in person shall be $2,500 and the Meeting Fee
for attending a meeting of a committee of the Board in person shall be $2,000. Until changed by
the Board, the Meeting Fee for participation in a telephonic meeting of the Board or a committee of
the Board, provided that minutes are kept at such telephonic meeting, shall be $1,000 if such
meeting lasts less than one hour, or $1,500 if such meeting lasts more than one hour. If an
Independent Director attends a Board meeting and a committee meeting on a single day, he or she
shall only receive a Meeting Fee for the Board meeting attended. Meeting Fees shall be payable on
the date of the applicable meeting to which they relate.



     5.4. TRAVEL EXPENSE REIMBURSEMENT. All Eligible Participants shall be reimbursed for
reasonable travel expenses (including spouse’s expenses to attend events to which spouses are
invited) in connection with attendance at meetings of the Board and its committees, or other
Company functions at which the Chief Executive Officer or Chair of the Board requests the
Independent Director to participate. Notwithstanding the foregoing, the Company’s reimbursement
obligations pursuant to this Section 5.4 shall be limited to expenses incurred during such
director’s service as an Independent Director. Such payments will be made within 30 days after
delivery of the Independent Director’s written requests for payment, accompanied by such evidence
of expenses incurred as the Company may reasonably require, but in no event later than the last day
of the Independent Director’s tax year following the tax year in which the expense was incurred.
The amount reimbursable in any one tax year shall not affect the amount reimbursable in any other
tax year. Independent Directors’ right to reimbursement pursuant to this Section 5.4 shall not be
subject to liquidation or exchange for another benefit.



ARTICLE 6

ALTERNATIVE FORM OF PAYMENT FOR BASE ANNUAL RETAINER, SUPPLEMENTAL ANNUAL RETAINER AND MEETING FEES



     6.1. PAYMENT OF BASE ANNUAL RETAINER AND SUPPLEMENTAL ANNUAL RETAINER. At the election
of each Eligible Participant, in accordance with Section 6.3, the Base Annual Retainer or the
Supplemental Annual Retainer for a given Plan Year shall be either (i) payable in cash in
approximately equal quarterly installments in advance, beginning on the date of the annual
stockholders



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meeting, or (ii) subject to share availability under the Incentive Plan, payable by a grant on
the day an installment of the Base Annual Retainer or Supplemental Annual Retainer is normally paid
(the “Stock Grant Date”) of that number of shares of Stock (rounded up to the nearest whole
share) determined by dividing the Base Annual Retainer or Supplemental Annual Retainer installment
otherwise payable by (a) if the Stock Grant Date occurs during any “best efforts” public offering
of the Company’s Stock prior to the date to the Stock is listed on a national securities exchange,
the offering price of the Stock, net of dealer manager fees and selling commissions, or (b) if the
Stock Grant Date occurs after the termination of any public offering of the Company’s Stock, the
per share estimated value of the Stock disclosed in the Company’s most recent annual report
distributed to investors pursuant to Section 13(a) of the 1934 Act, or (c) in any case, the Fair
Market Value as otherwise determined by the Committee. Any shares of Stock granted under the Plan
as the Base Annual Retainer or Supplemental Annual Retainer under clause (ii) above will be 100%
vested and nonforfeitable as of the Stock Grant Date, and the Eligible Participant receiving such
shares of Stock (or his or her custodian, if any) will have immediate rights of ownership in the
shares of Stock, including the right to vote the shares of Stock and the right to receive dividends
or other distributions thereon.




     6.2. PAYMENT OF MEETING FEES. At the election of each Eligible Participant, in
accordance with Section 6.3, the Meeting Fees to be earned during a Plan Year by such Eligible
Participant shall be either (i) payable in cash at each meeting date or such other date(s) on which
such fees are normally paid, or (ii) subject to share availability under the Incentive Plan,
payable by a grant on the day following each meeting date (the “Meeting Fee Stock Grant
Date”) of that number of shares of Stock (rounded up to the nearest whole share) determined by
dividing the Meeting Fee otherwise payable by (a) if the Meeting Fee Stock Grant Date occurs during
any “best efforts” public offering of the Company’s Stock prior to the date the Stock is listed on
a national securities exchange, the offering price of the Stock, net of dealer manager fees and
selling commissions, or (b) if the Meeting Fee Stock Grant Date occurs after the termination of any
public offering of the Company’s Stock, the per share estimated value of the Stock disclosed in the
Company’s most recent annual report distributed to investors pursuant to Section 13(a) of the 1934
Act, or (c) in any case, the Fair Market Value as otherwise determined by the Committee. Any shares
of Stock granted under the Plan as Meeting Fees under clause (ii) above will be 100% vested and
nonforfeitable as of the Meeting Fee Stock Grant Date, and the Eligible Participant receiving such
shares of Stock (or his or her custodian, if any) will have immediate rights of ownership in the
shares of Stock, including the right to vote the shares of Stock and the right to receive dividends
or other distributions thereon.



     6.3. TIMING AND MANNER OF PAYMENT ELECTION. Eligible Participants may make an election
pursuant to this Section 6.3 for the first full Plan Year following the date that the Company’s
initial public offering of its common stock is declared effective by the Securities and Exchange
Commission (the “IPO Effective Date”). Each Eligible Participant shall elect the form of
payment desired for his or her Base Annual Retainer, Supplemental Annual Retainer (if applicable)
and Meeting Fees for a Plan Year by delivering a valid election form in such form as the Board or
the plan administrator shall prescribe (the “Election Form”) to the Board or the plan
administrator prior to the beginning of such Plan Year, which will be effective as of the first day
of the Plan Year beginning after the Board or the plan administrator receives the Eligible
Participant’s Election Form. The Election Form signed by the Eligible Participant prior to the
Plan Year will be irrevocable for the coming Plan Year. However, prior to the commencement of the
following Plan Year, an Eligible Participant may change his or her election for future Plan Years
by executing and delivering a new Election Form indicating different choices. If an Eligible
Participant fails to deliver a new Election Form prior to the commencement of the new Plan Year,
his or her Election Form in effect during the previous Plan Year shall continue in effect during
the new Plan Year. If no Election Form is filed or effective, or if there are insufficient shares
of Stock in the Incentive Plan, the Base Annual Retainer, Supplemental Annual Retainer (if
applicable) and Meeting Fees will be paid in cash.



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ARTICLE 7

EQUITY COMPENSATION




     7.1. INITIAL RESTRICTED STOCK GRANT. Subject to share availability under the Incentive
Plan and the terms of this Section 7.1, on the first date that an Independent Director is initially
elected or appointed to the Board, he or she shall receive an award of 5,000 shares of Restricted
Stock. Notwithstanding the foregoing, each Independent Director elected or appointed to the Board
prior to the date that the Company has raised $2,000,000 in gross offering proceeds from
unaffiliated persons (the “Minimum Offering Date”), and who remains an Independent Director as of
the Minimum Offering Date, shall receive such initial Restricted Stock grant on the Minimum
Offering date. Such shares of Restricted Stock shall be subject to the terms and restrictions
described below in Section 7.3 and shall be in addition to any otherwise applicable annual grant of
Restricted Stock granted to such Independent Director under
Section 7.2.



     7.2. SUBSEQUENT RESTRICTED STOCK GRANT. Subject to share availability under the
Incentive Plan, on the date following an Independent Director’s subsequent re-election to the
Board, such director shall receive 2,500 shares of Restricted Stock.
Such shares of Restricted Stock shall be subject to the terms and
restrictions described below in Section 7.3.




     7.3. TERMS AND CONDITIONS OF RESTRICTED STOCK. Shares of Restricted Stock shall be
evidenced by a written Award Certificate, and shall be subject to such restrictions and risk of
forfeiture as determined by the Board, and shall be granted under and pursuant to the terms of the
Incentive Plan. Unless and until provided otherwise by the Board, the Restricted Stock granted
pursuant to Section 7.1 and Section 7.2 herein shall vest and become non-forfeitable over four (4)
years in equal quarterly installments beginning on the first day of the first quarter following the
Restricted Stock grant date. Notwithstanding the foregoing vesting schedule, the shares of
Restricted Stock shall become fully vested on the earlier occurrence of (i) the termination of the
Independent Director’s service as a director of the Company due to his or her death or Disability,
or (ii) a Change in Control of the Company. If the Independent Director’s service as a director of
the Company terminates other than as described in clause (i) of the foregoing sentence, then the
Independent Director shall forfeit all of his or her right, title and interest in and to any
unvested shares of Restricted Stock as of the date of such termination from the Board and such
Restricted Stock shall be reconveyed to the Company without further consideration or any act or
action by the Independent Director.



ARTICLE 8

AMENDMENT, MODIFICATION AND TERMINATION



     8.1. AMENDMENT, MODIFICATION AND TERMINATION. The Board may, at any time and from
time to time, amend, modify or terminate the Plan without stockholder approval; provided,
however, that if an amendment to the Plan would, in the reasonable opinion of the Board,
require stockholder approval under applicable laws, policies or regulations or the applicable
listing or other requirements of a securities exchange on which the Stock is listed or traded, then
such amendment shall be subject to stockholder approval; and provided, further,
that the Board may condition any other amendment or modification on the approval of stockholders of
the Company for any reason.



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ARTICLE 9

GENERAL PROVISIONS




     9.1. ADJUSTMENTS. The adjustment provisions of the Incentive Plan shall apply with
respect to Restricted Stock or other equity awards outstanding or to be granted pursuant to this
Plan.



     9.2. DURATION OF THE PLAN. The Plan shall remain in effect until terminated by the
Board.



     9.3. EXPENSES OF THE PLAN. The expenses of administering the Plan shall be borne by
the Company.



     9.4. PLAN EFFECTIVE DATE. The Plan was originally adopted by the Board on , 2011, and
became effective on that date (the “Plan Effective Date”).



*****




     The foregoing is hereby acknowledged as being the NorthStar Senior Care Trust, Inc.
Independent Directors Compensation Plan as adopted by the Board.



	 	 	 	 	 
	 	NORTHSTAR SENIOR CARE TRUST, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	Andrew C. Richardson 	 
	 	 	Title:  	Chief Financial Officer and Treasurer 	 




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