THE PARTY TO BE CHARGED WITH THE AMENDMENT.
SECTION 14.
CONSULTATION WITH COUNSEL; TIME TO SIGN; REVOCATION.
MURPHY HAS
THE RIGHT TO AND SHOULD CONSULT AN ATTORNEY WITH RESPECT TO THIS AGREEMENT.
MURPHY WILL HAVE TWENTY-ONE (21) DAYS FROM RECEIPT OF THIS AGREEMENT TO DECIDE
WHETHER TO SIGN THIS AGREEMENT.
IF THIS AGREEMENT HAS NOT BEEN RETURNED TO THE
COMPANY, C/O ITS PRESIDENT, SIGNED BY MURPHY WITHIN TWENTY-ONE (21) DAYS AFTER
RECEIPT BY MURPHY, THIS AGREEMENT SHALL NOT BE VALID.
ANY CHANGES MADE TO THIS
AGREEMENT AFTER MURPHY RECEIVES IT, WHETHER MATERIAL OR IMMATERIAL, WILL NOT
START THE RUNNING OF A NEW 21-DAY CONSIDERATION PERIOD.
MURPHY SHALL HAVE SEVEN
(7) DAYS AFTER SIGNING THIS AGREEMENT TO REVOKE HIS SIGNATURE, WHICH CAN BE
ACCOMPLISHED BY DELIVERING A WRITTEN NOTICE OF REVOCATION TO THE COMPANY, C/O
ITS PRESIDENT, BEFORE THE EXPIRATION OF THE SEVEN (7) DAY REVOCATION PERIOD.
THIS AGREEMENT SHALL NOT BE EFFECTIVE (AND NEITHER THE COMPANY NOR MURPHY HAVE
ANY OBLIGATIONS HEREUNDER) UNTIL THE EXPIRATION OF THE SEVEN (7) DAY REVOCATION
PERIOD.
5
SECTION 15.
VOLUNTARY EXECUTION; NO REPRESENTATIONS.
BY SIGNING THIS AGREEMENT
MURPHY ACKNOWLEDGES THAT HE IS DOING SO KNOWINGLY AND VOLUNTARILY, AND THAT HE
IS RECEIVING BENEFITS HEREUNDER TO WHICH HE IS NOT OTHERWISE ENTITLED.
MURPHY
ALSO ACKNOWLEDGES THAT HE IS NOT RELYING ON ANY REPRESENTATIONS OR PROMISES BY
THE COMPANY OR BY ANY REPRESENTATIVE OF THE COMPANY CONCERNING THE MEANING OF
ANY ASPECT OF THIS AGREEMENT EXCEPT AS STATED HEREIN.
EXECUTED under seal as of the date first above written.
Five Star Quality Care, Inc.
By:
/s/ Bruce J. Mackey, Jr.
Bruce J. Mackey, Jr., President
/s/ Francis R. Murphy III
Francis R. Murphy III
6
EXHIBIT A
ACCELERATED VESTING AGREEMENT
THIS ACCELERATED VESTING AGREEMENT (this "Agreement"), dated as of
, 2010, is by and among Five Star Quality Care, Inc., a
Maryland corporation (the "Company") and Francis R. Murphy III ("Murphy").
RECITAL
Pursuant to those certain Restricted Share Agreements, one dated as of
November 17, 2007, and one dated November 24, 2008, by and between the Company
and Murphy (the "Restricted Share Agreements"), the Company granted Murphy the
Shares (as defined in each Restricted Share Agreement) subject to the vesting
and repurchase provisions described therein.
In connection with the termination of Murphy's employment with the Company
pursuant to that certain Separation Agreement dated December 31, 2009 (the
"Separation Agreement"), Murphy and the Company have agreed to have all of the
Shares granted pursuant to the Restricted Share Agreements vest immediately,
subject to and upon the terms and conditions set forth herein.
NOW, THEREFORE, the parties agree as follows:
1.
ACCELERATED VESTING; RELATED AGREEMENTS.
(A)
PROVIDED THAT MURPHY SHALL HAVE SATISFIED HIS OBLIGATIONS UNDER
SECTION 1(B), THE COMPANY AND MURPHY HEREBY AGREE THAT, EFFECTIVE AS OF THE
SEPARATION DATE (AS DEFINED IN THE SEPARATION AGREEMENT), THE SHARES SHALL BE
FULLY VESTED AND THAT THE COMPANY SHALL HAVE NO FURTHER RIGHT TO REPURCHASE THE
SHARES PURSUANT TO SECTION 2 OF THE RESTRICTED SHARE AGREEMENT.
(B)
CONTEMPORANEOUSLY