exv4w7



 





EXHIBIT 4.7




FIRST AMENDMENT

2007 OMNIBUS STOCK AND INCENTIVE PLAN

FOR CAPITAL SENIOR LIVING CORPORATION




     This First Amendment to the 2007 Omnibus Stock And Incentive Plan For Capital Senior Living
Corporation (“Plan”) is effective as of the Effective Date of the Plan.



W I T N E S S E T H:




     WHEREAS, the Board has determined that it is in the best interest of the Capital Senior Living
Corporation (“Company”) and its shareholder if the Plan contained certain limitations on the Plan
Committee’s authority to set the minimum vesting periods of Awards; and



     WHEREAS, for the same reasons, the Board has determined that the Plan should contain
corresponding limitations on the Plan Committee’s ability to accelerate vesting of Awards to an
extent which effectively would circumvent the minimum vesting requirements; and



     WHEREAS, for the same reasons, the Board has determined that the only automatic acceleration
of Awards should occur only as a result of death, Disability, (unless expressly provided to the
contrary in the Award) termination of employment after age 65 (i.e. retirement), or upon a Change
in Control (but not upon a Potential Change in Control, as currently defined in the Plan); and



     WHEREAS, under and in accordance with Section 22 of the Plan, the Board has been granted the
authority to amend the Plan, subject to certain limitations not present here, and this amendment
does not require shareholder approval.



     NOW THEREFORE, The Plan Is Hereby Amended As Follows:



     I. Section 2 of the Plan is amended, effective as of May 8, 2007, by deleting Section 2(v) in
its entirety, and substituting therefore the following




     “(v) “Holder” shall mean, at each time of reference, each person (including,
but not limited to an Optionee and/or a Covered Person) with respect to whom an
Award is in effect, except that where it should be appropriate to distinguish
between a Holder with respect to an Option and a Holder with respect to a different
type of Award, reference shall be made to Optionee; and provided further that to the
extent provided under, and subject to the conditions of, the Award, it shall refer
to the person who succeeds to the rights of the Holder upon the death of the
Holder.”



     II. Section 2 of the Plan is amended, effective May 8, 2007, by deleting Section 2(mm) in its
entirety, and substituting therefore the following:




     “(mm) “Reserved”



 









 





     III. Section 2 of the Plan is amended, effective as of May 8, 2007, by adding thereto Section
2(ddd) as follows:




     (ddd) “Retirement” shall mean, unless otherwise expressly provided in the Award
of reference, a Holder’s Separation, which is for any reason other than for Cause,
after such Holder’s 65th birthday.



     IV. Section 12(b) and (c) of the Plan are amended, effective as of May 8, 2007, by deleting
them in their entirety, and substituting therefore the following;




     “(b) The Restrictions on Restricted Shares shall lapse in whole, or in
installments, over whatever Restricted Period shall be selected by the Committee;
provided further, and notwithstanding the foregoing, the Committee may not (i)
select a Restricted Period of less than three (3) years, (ii) provide for a lapse of
Restrictions at a rate which, at any time during the Restricted Period, would result
in a percentage of lapsed Restrictions greater than the quotient (expressed as a
percentage) of (x) the number of days from the first day of the Restricted Period to
the date of reference, divided by (y) 1080, or (iii) select a Restricted Period in
excess of 9 years.




     (c) The Committee may accelerate the date on which Restrictions lapse with
respect to any Restricted Shares, so long as such acceleration does not cause
Restrictions to lapse in a manner which would have violated Section 12(b) above if
the accelerated lapsing schedule had been adopted on the Date of Grant of such
Restricted Shares.




     (d) Notwithstanding Section 12(b) and (c) to the contrary, the Committee may
accelerate a Restricted Share Award, or expressly provide for automatic acceleration
under the terms of a Restricted Share Award, to whatever extent the Committee
selects, where the acceleration results solely from Holder’s death, Disability, or
Retirement.



     V. Section 13(c), (d) and (e) of the Plan are amended, effective as of May 8, 2007, by
deleting them in their entirety, and substituting therefore the following;




     “(c) The Committee shall select the Performance Measures which will be required
to be satisfied during the Performance Period in order to earn amounts specified in
the Performance Award. Such Performance Measures, and the duration of any
Performance Period, may differ with respect to each Covered Person, or with respect
to separate Performance Awards issued to the same Covered Person; provided that no
Performance Award will be based on a Performance Period of less than 12 months. The
selected Performance Measures, the Performance Period(s), and any other conditions
to the Company’s obligation to pay a Performance Award shall be set forth in each
Performance Award on or before the first to occur of (i) the 90th day of
the selected Performance Period, (ii) the first date on which more than 25% of the
Performance Period has elapsed, and



 









 







(iii) the first date, if any, on which satisfaction of the Performance
Measure(s) is no longer substantially uncertain.”




     (d) Unless otherwise expressly provided in the Performance Award, the Covered
Person must remain employed by the Company until the end of the Performance Period
in order to be entitled to any payment under such Performance Award; provided,
however, that if a Covered Person does not Separate before the first anniversary of
the Date of Grant of such Covered Person’s Performance Award, the Committee may
provide in the Performance Award that such Covered Person will become entitled to a
specified portion of the actual amount earned under such Performance Award based on
one or more specified period(s) of time between the Date of Grant of such
Performance Award and such Covered Person’s Separation prior to the end of the
Performance Period.




     (e) Performance Awards may be payable in a single payment or in installments,
but may not be paid in whole or in part prior to the date on which the Performance
Measures are attained; except that, notwithstanding any provisions hereof to the
contrary, to the extent (if any) expressly provided under the Performance Award, all
or a specified amount or percentage of such Performance Award may be deemed earned
and payable upon the death, Disability, or Retirement of the Covered Person, or as a
result of a Change in Control, it being understood that if such acceleration events
actually occur prior to the attainment of the Performance Measures, the Performance
Award will not be exempt from Section 162(m) of the Code.



     VI. Section 14 of the Plan is amended, effective as of May 8, 2007, by deleting it in its
entirety, and substituting therefore the following:




     14. Acceleration on Change in Control. Notwithstanding any provision
hereof to the contrary, except as expressly provided under the terms of the Award or
by the Committee in writing prior to such event, upon a Change in Control (i) all
Awards (except, Performance Awards, which will be governed by their express terms)
shall become fully exercisable, nonforfeitable, or the Restricted Period shall
terminate, as the case may be (hereafter, in this Section 14, such Award shall be
“accelerated”), and (ii) the Committee shall have the right to cash out some or all
outstanding Non-qualified Stock Options, Stock Appreciation Rights, and Restricted
Stock, on the basis of the Change in Control Price, effective as of the date of the
Change in Control, or on such other date as the Committee may determine prior to the
Change in Control (but conditioned upon the occurrence of the Change in Control.)



Dated the 8th day of May, 2007.




	 	 	 	 	 
	 	CAPITAL SENIOR LIVING CORPORATION

 	 
	 	By:  	/s/ Keith N. Johannessen
 	 
	 	 	President