WITH THE EXECUTION OF THIS AGREEMENT, MURPHY
SHALL DELIVER TO THE COMPANY, BY BANK OR CERTIFIED CHECK, AN AMOUNT EQUAL TO THE
ESTIMATED WITHHOLDING TAX (AS DETERMINED BY THE COMPANY) THAT WILL BE DUE AND
PAYABLE IN CONNECTION WITH THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED BY
SECTION 1(A) UNLESS THE COMPANY HAS OTHERWISE DEDUCTED SUCH AMOUNTS FROM
PAYMENTS OTHERWISE DUE MURPHY PURSUANT TO THE SEPARATION AGREEMENT.
(C)
MURPHY ACKNOWLEDGES AND AGREES THAT (I) THE SHARES HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES
LAWS AND MAY NOT BE SOLD, PLEDGED, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE
ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT OR AN OPINION OF COUNSEL
ACCEPTABLE TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED, AND (II) ANY
CERTIFICATE OR ACCOUNT STATEMENT REPRESENTING THE SHARES SHALL BEAR A LEGEND
SUBSTANTIALLY IN THE FOLLOWING FORM:
THE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933.
THE SHARES MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF
AN EFFECTIVE REGISTRATION STATEMENT FOR THESE SHARES OR AN
OPINION OF THE COMPANY'S COUNSEL THAT REGISTRATION IS NOT REQUIRED.
(D)
MURPHY ACKNOWLEDGES AND AGREES THAT HE IS RESPONSIBLE FOR ALL TAX
OBLIGATIONS AND/OR LIABILITY CREATED UNDER STATE AND FEDERAL TAX LAWS BY VIRTUE
OF THE TRANSACTIONS CONTEMPLATED HEREBY AND AGREES TO INDEMNIFY THE COMPANY FOR
ANY TAX LIABILITY THAT MAY BE IMPOSED ON IT BY VIRTUE OF SUCH TRANSACTIONS.
2.
MISCELLANEOUS PROVISIONS.
(A)
AMENDMENT, MODIFICATION AND SEVERABILITY.
THIS AGREEMENT MAY NOT
BE AMENDED OR MODIFIED OR WAIVED EXCEPT BY A WRITTEN AGREEMENT SIGNED BY THE
PARTY AGAINST WHOM ENFORCEMENT OF SUCH AMENDMENT, MODIFICATION OR WAIVER IS
SOUGHT.
(B)
NOTICES.
ALL NOTICES, REQUESTS OR OTHER COMMUNICATIONS REQUIRED
OR PERMITTED HEREUNDER SHALL BE GIVEN IN WRITING AND DELIVERED BY HAND,
OVERNIGHT DELIVERY SERVICE OR CERTIFIED MAIL AND SHALL BE DEEMED TO HAVE BEEN
DELIVERED ON THE DATE OF RECEIPT, TO THE ADDRESSES SET FORTH BELOW:
The Company:
Five Star Quality Care, Inc.
400 Centre Street
Newton, MA 02458
Attn:
President
Murphy:
Francis R. Murphy III
(C)
ENTIRE AGREEMENT.
THIS AGREEMENT CONSTITUTES THE ENTIRE AGREEMENT
BETWEEN THE PARTIES CONCERNING THE SUBJECT MATTER HEREOF AND SUPERSEDES ALL
PRIOR AND CONTEMPORANEOUS AGREEMENTS, UNDERSTANDINGS, NEGOTIATIONS AND
DISCUSSIONS, WHETHER ORAL OR WRITTEN.
(D)
BINDING EFFECT.
THIS AGREEMENT SHALL BE BINDING UPON AND INURE TO
THE BENEFIT OF THE PARTIES HERETO AND THEIR RESPECTIVE HEIRS, EXECUTORS,
ADMINISTRATORS, SUCCESSORS AND PERMITTED ASSIGNS, BUT THIS AGREEMENT SHALL NOT
BE ASSIGNED BY ANY OF THE PARTIES HERETO WITHOUT THE PRIOR WRITTEN CONSENT OF
THE OTHER PARTIES AND ANY ASSIGNMENT MADE ABSENT SUCH CONSENT SHALL BE VOID AB
INITIO.
THIS AGREEMENT AND THE LEGAL RELATIONS BETWEEN AND AMONG THE PARTIES
HERETO SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
COMMONWEALTH OF MASSACHUSETTS WITHOUT GIVING EFFECT TO PRINCIPLES OF CONFLICTS
OF LAWS.
THIS AGREEMENT MAY BE EXECUTED IN TWO OR MORE COUNTERPARTS, EACH OF
WHICH SHALL BE DEEMED AN ORIGINAL, BUT ALL OF WHICH TOGETHER SHALL