Exhibit 10.90.1 2006 Stock Option Grant Notice and Agreement Letter


     

    EMERITUS
      CORPORATION

     

    2006
      EQUITY INCENTIVE PLAN

     

    


    STOCK
      OPTION GRANT NOTICE

     

    

       

      Emeritus
        Corporation (the "Company") hereby grants to you an Option (the "Option")
        to
        purchase shares of the Company's Common Stock under the Company's 2006 Equity
        Incentive Plan (the "Plan"). The Option is subject to all the terms and
        conditions set forth in this Stock Option Grant Notice (this "Grant Notice")
        and
        in the Stock Option Agreement and the Plan, which are attached to and
        incorporated into this Grant Notice in their entirety.

       

    

    
      	
               

              Participant:

               

            	
               

               

               

            
	
               

              Grant
                Date:

               

            	 
	
               

              Vesting
                Commencement Date:

               

            	 
	
               

              Number
                of Shares Subject to Option:

               

            	
               

               

               

            
	
               

              Exercise
                Price (per Share):

               

            	
               

              $

               

            
	
               

              Option
                Expiration Date:

               

            	 
	
               

              Type
                of Option:

               

            	
               

              o
                Incentive Stock Option* 
                See Sections 3 and 4 of the Stock Option Agreement. 

              o
                Nonqualified Stock Option

               

            
	
               

              Vesting
                and Exercisability Schedule:

               

            	 


    

    Additional
      Terms/Acknowledgement:
      You
      acknowledge receipt of, and understand and agree to, this Grant Notice, the
      Stock Option Agreement and the Plan. You further acknowledge that, as of the
      Grant Date, such documents set forth the entire understanding between you and
      the Company regarding the Option and supersede all prior oral and written
      agreements on the subject. 

    
      	
               

              EMERITUS
                CORPORATION

               

               

              By:
                __________________________

              Its:
                

               

            	
               

              PARTICIPANT

               

               

              Signature

               

            
	 	
              Date:

               

            
	
              Attachments:

              1.
                Stock Option Agreement

              2.
                2006 Equity Incentive Plan

            	
               

              Address: 

               

               

               

               

               

              Taxpayer
                ID:  

               

            


    

    


    

      

      
         

        *

      

    


    
      
        
          Exhibit
            10.90.1 2006 Stock Grant-Agreement Letter.DOC 

          


        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    EMERITUS CORPORATION 

    2006
      EQUITY INCENTIVE PLAN

     

    STOCK
      OPTION AGREEMENT

     

    Pursuant
      to your Stock Option Grant Notice (the "Grant Notice") and this Stock Option
      Agreement (this "Agreement"), Emeritus Corporation (the
      "Company") has granted you an Option under its 2006 Equity
      Incentive Plan (the "Plan") to purchase the number of shares of the Company's
      Common Stock indicated in your Grant Notice (the "Shares") at the exercise
      price
      indicated in your Grant Notice. Capitalized terms not defined in this Agreement
      but defined in the Plan have the same definitions as in the Plan.

     

    The
      details of the Option are as follows:

     

    1. Vesting
      and Exercisability.
      Subject
      to the limitations contained herein, the Option will vest and become exercisable
      as provided in your Grant Notice, provided that vesting will cease upon your
      Termination of Service and the unvested portion of the Option will
      terminate.

     

    2. Securities
      Law Compliance.
      Notwithstanding any other provision of this Agreement, you may not exercise
      the
      Option unless the Shares issuable upon exercise are registered under the
      Securities Act or, if such Shares are not then so registered, the Company has
      determined that such exercise and issuance would be exempt from the registration
      requirements of the Securities Act. The exercise of the Option must also comply
      with other applicable laws and regulations governing the Option, and you may
      not
      exercise the Option if the Company determines that such exercise would not
      be in
      material compliance with such laws and regulations.

    


     

    3. Incentive
      Stock Option Qualification. 
      If so
      designated in your Grant Notice, all or a portion of the Option is intended
      to
      qualify as an Incentive Stock Option under federal income tax law, but the
      Company does not represent or guarantee that the Option qualifies as
      such.

     

    If
      the
      Option has been designated as an Incentive Stock Option and the aggregate Fair
      Market Value (determined as of the Grant Date) of the shares of Common Stock
      subject to the portions of the Option and all other Incentive Stock Options
      you
      hold that first become exercisable during any calendar year exceeds $100,000,
      any excess portion will be treated as a Nonqualified Stock Option, unless the
      Internal Revenue Service changes the rules and regulations governing the
      $100,000 limit for Incentive Stock Options. A portion of the Option may be
      treated as a Nonqualified Stock Option if certain events cause exercisability
      of
      the Option to accelerate.

     

    4. Notice
      of Disqualifying Disposition.
      To the
      extent the Option has been designated as an Incentive Stock Option, to obtain
      certain tax benefits afforded to Incentive Stock Options, you must hold the
      Shares issued upon the exercise of the Option for two years after the Grant
      Date
      and one year after the date of exercise. You may be subject to the alternative
      minimum tax at the time of exercise. You should obtain tax advice when
      exercising the Option and prior to the disposition of the Shares. By accepting
      the Option, you agree to promptly notify the Company if you dispose of any
      of
      the Shares within one year from the date you exercise all or part of the Option
      or within two years from the Grant Date.

     

    5. Method
      of Exercise.
      You may
      exercise the Option by giving written notice to the Company, in form and
      substance satisfactory to the Company, which will state your election to
      exercise the Option and the number of Shares for which you are exercising the
      Option. The written notice must be accompanied by full payment of the exercise
      price for the number of Shares you are purchasing. You may make this payment
      in
      any combination of the following: (a) by cash; (b) by check acceptable
      to the Company; (c) if permitted by the Plan Administrator, by using shares
      of Common Stock you already own; (d) if the Common Stock is registered
      under the Exchange Act and to the extent permitted by law, by instructing a
      broker to deliver to the Company the total payment required, all in accordance
      with the regulations of the Federal Reserve Board; or (e) by any other
      method permitted by the Plan Administrator.

     

    6. Treatment
      Upon Termination of Employment or Service Relationship.
      The
      unvested portion of the Option will terminate automatically and without further
      notice immediately upon termination of your employment or service relationship
      with the Company or a Related Company for any reason ("Termination of Service").
      You may exercise the vested portion of the Option as follows:

     

    (a) General
      Rule.
      You
      must exercise the vested portion of the Option on or before the earlier of
      (i) three months after your Termination of Service and (ii) the Option
      Expiration Date; 

     

    (b) Retirement,
      Disability or Death.
      If your
      employment or service relationship terminates due to your Retirement, Disability
      or death, the vested portion of the Option must be exercised on or before the
      earlier of (i) one year after your Termination of Service and (ii) the
      Option Expiration Date. If you die after your Termination of Service but while
      the Option is still exercisable, the vested portion of the Option may be
      exercised until the earlier of (x) one year after the date of death and
      (y) the Option Expiration Date; and

     

    (c) Cause.
      The
      vested portion of the Option will automatically expire at the time the Company
      first notifies you of your Termination of Service for Cause, unless the Plan
      Administrator determines otherwise. If your employment or service relationship
      is suspended pending an investigation of whether you will be terminated for
      Cause, all your rights under the Option likewise will be suspended during the
      period of investigation. If any facts that would constitute termination for
      Cause are discovered after your Termination of Service, any Option you then
      hold
      may be immediately terminated by the Plan Administrator.

     

    The
      Option must be exercised within three months after termination of employment
      for
      reasons other than death or Disability and one year after termination of
      employment due to Disability to qualify for the beneficial tax treatment
      afforded Incentive Stock Options.

     

    It
      is your responsibility to be aware of the date the Option terminates.


     

    7. Limited
      Transferability.
      During
      your lifetime only you can exercise the Option. The Option is not transferable
      except by will or by the applicable laws of descent and distribution. The Plan
      provides for exercise of the Option by a beneficiary designated on a
      Company-approved form or the personal representative of your estate.
      Notwithstanding the foregoing, and to the extent permitted by Section 422 of
      the
      Internal Revenue Code of 1986, the Plan Administrator, in its sole discretion,
      may permit you to otherwise assign or transfer the Option, subject to such
      terms
      and conditions specified by the Plan Administrator.

     

    8. Withholding
      Taxes. As
      a
      condition to the exercise of any portion of the Option, you must make such
      arrangements as the Company may require for the satisfaction of any federal,
      state, local or foreign withholding tax obligations that may arise in connection
      with such exercise.

     

    9. Option
      Not an Employment or Service Contract.
      Nothing
      in the Plan or any Award granted under the Plan will be deemed to constitute
      an
      employment contract or confer or be deemed to confer any right for you to
      continue in the employ of, or to continue any other relationship with, the
      Company or any Related Company or limit in any way the right of the Company
      or
      any Related Company to terminate your employment or other relationship at any
      time, with or without Cause.

     

    10. No
      Right to Damages.
      You
      will have no right to bring a claim or to receive damages if you are required
      to
      exercise the vested portion of the Option within three months (or one year
      in
      the case of Retirement, Disability or death) of your Termination of Service
      or
      if any portion of the Option is cancelled or expires unexercised. The loss
      of
      existing or potential profit in the Option will not constitute an element of
      damages in the event of your Termination of Service for any reason, even if
      the
      termination is in violation of an obligation of the Company or a Related Company
      to you.

     

    11. Binding
      Effect.
      This
      Agreement will inure to the benefit of the successors and assigns of the Company
      and be binding upon you and your heirs, executors, administrators, successors
      and assigns.

     

    12. Section
      409A Compliance.
      Notwithstanding anything in this Agreement or the Plan to the contrary, the
      Company may adopt such amendments to this Agreement and adopt other policies
      and
      procedures (including amendments, policies and procedures with retroactive
      effect) or take other actions that the Company determines are necessary or
      appropriate to exempt the Option from Section 409A of the Code or to comply
      with
      Section 409A of the Code.