ex1041formofoptnagrmnt.htm


    
      Ex-10.4.1

      
 

      
        	
                 

                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:

              	
                ________________
      (subject to earlier termination in accordance with the terms of the Plan
      and the Stock Option Agreement)

              
	
                Type of
      Option:

              	
                o  Incentive
      Stock Option* 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:
      __________________________

                 

              	
                PARTICIPANT

                 

                 

                Signature

              
	 
      	
                Date:                                                            

              
	
                Attachments:

                1.  Stock
      Option Agreement

                 

                 

              	
                Address:                                                            

                 

                 

                Taxpayer
      ID
      (SSN):                                                            

              


      

      

        

      

       

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

      


      
        
           


        

        
           


          
            

          

        

        
           


        

      



      
        	
                EMERITUS

              
	
                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 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.

              


      

      
        	
                 

                13.  Employee Data
      Privacy.  By entering into this Agreement and accepting
      the Option, you (a) explicitly and unambiguously consent to the
      collection, use and transfer, in electronic or other form, of any of your
      personal data that is necessary to facilitate the implementation,
      administration and management of the Option and the Plan; (b) understand
      that the Company and your employer may, for the purpose of implementing,
      administering and managing the Plan, hold certain personal information
      about you, including, but not limited to, your name, home address and
      telephone number, date of birth, social insurance number or other
      identification number, salary, nationality, job title and details of all
      awards or entitlement to the Common Stock granted to you under the Plan or
      otherwise ("Data"); (c) understand that Data may be transferred to any
      third parties assisting in the implementation, administration and
      management of the Plan, including any broker with whom the Shares issued
      upon vesting of the Option may be deposited, and that these recipients may
      be located in your country or elsewhere, and that the recipient's country
      may have different data privacy laws and protections than your country;
      (d) waive any data privacy rights you may have with respect to the Data;
      and (e) authorize the Company, its Related Companies and its agents to
      store and transmit such information in electronic form.