EXHIBIT 10.88
SUNRISE AT-HOME SENIOR LIVING, INC.
RESTRICTED STOCK AGREEMENT
This Restricted Stock Agreement (this "Agreement") is entered into
between Sunrise At-Home Senior Living, Inc., a Delaware corporation (the
"Company"), Sunrise Senior Ventures, Inc., a Delaware corporation ("Sunrise")
and __________________ ("Participant") pursuant to the award of Restricted Stock
granted to Participant, effective as of the date of this Agreement (the "Date of
Grant") under the Sunrise At-Home Senior Living, Inc. Restricted Stock Plan (the
"Plan") attached hereto as Attachment 1. In consideration of the mutual promises
and covenants made herein and the terms and conditions of the Plan, which is
wholly incorporated herein by reference, the parties hereby agree as follows:
1. Definitions. Except as is expressly provided herein, all terms
defined within the Plan shall have the same meaning herein.
(a) Cause shall mean with respect to any individual: (i) the
conviction of the individual of, or the entry of a plea of guilty or nolo
contendere by the individual to, (A) any felony, or (B) any crime involving
dishonesty or moral turpitude; (ii) fraud, misappropriation or embezzlement by
the individual; (iii) the individual's unsatisfactory performance of his
assigned duties for the Company, which continues after (A) the individual has
received written notice of his unsatisfactory performance, and (B) the
individual has had a reasonable opportunity to cure such unsatisfactory
performance; (iv) the individual's willful failure to abide by any lawful
directive of the Board or his supervisor; (v) the individual's breach of any
fiduciary obligation to the Company; (vi) any act or omission by the individual
that has an adverse impact on the reputation for honesty and fair dealing of the
Company; (vii) any material breach by the individual of any published policy of
the Company; or (viii) the breach by the individual of any material term of an
agreement pursuant to which he provides services to the Company.
(b) Change of Control shall mean (i) the exercise of the
Sunrise Purchase Right; (ii) the date on which the Company first becomes a
Public Company; (iii) the sale of such number of shares of stock of the Company
that constitutes fifty percent (50%) or more of the outstanding shares of the
Company measured by voting power or Fair Market Value to a party other than
Schroder or Sunrise; (iv) the sale of eighty percent (80%) or more of the assets
of the Company (measured by Fair Market Value) to a party other than Schroder or
Sunrise; or (v) the merger of the Company into another corporation if the
shareholders of the Company do not control more than fifty percent (50%) of the
voting power of the outstanding stock of the surviving corporation.
2. Award and Purchase Price. As of the Date of Grant, the Company
hereby awards and grants to Participant Two-Hundred Ten (210) shares
(collectively, the "Restricted Stock") of Common Stock of the Company. The
foregoing award of Restricted Stock is conditioned on Participant's payment of
$2.10 to the Company. If Participant fails to pay the foregoing sum within
thirty (30) days of executing this Agreement, the Agreement shall immediately be
null and void and Participant shall have no rights with respect to the Agreement
and the Restricted Stock.
3. Vesting. Restricted Stock shall become Vested Restricted Stock
at the rate of twenty-five percent (25%) on each anniversary of January 1, 2001,
provided that Participant has continuously served as a Director or employee of
the Company as of such anniversary date.
Restricted Stock Agreement - page 1 of 3
(a) In the event of a Change of Control, Participant shall
vest in the Restricted Stock as of the day before the
Change of Control and no portion of the Restricted Stock
shall be Unvested Restricted Stock.
(b) In the event of a Termination of Employment on account
of death, Participant shall immediately vest in the
Restricted Stock and no portion of the Restricted Stock
shall be Unvested Restricted stock.
(c) In the event of a Termination of Employment on account
of Disability, Participant shall immediately vest in the
amount of Restricted Stock in which Participant would
vest if Participant was continuously employed by the
Company for the year following the termination. After
application of the preceding sentence, all Unvested
Restricted Stock shall immediately and without notice be
forfeited and Participant shall have no rights with
respect to such Unvested Restricted Stock.
(d) In the event Participant voluntarily incurs a
Termination of Employment or is terminated by the
Company with or without Cause, all Unvested Restricted
Stock shall immediately and without notice be forfeited
and Participant shall have no rights with respect to
such Unvested Restricted Stock.
4. Restrictions on Transfer. The Restricted Stock shall be subject
to all restrictions on transfer set forth in the Plan, including without
limitation, Article 7 of the Plan.
5. Participation in sales to Third Parties. If, in the event of a
Change of Control described in Sections 1(b)(iii), 1(b)(iv) or 1(b)(v) of this
Agreement, holders of Common Stock are not permitted to participate in such
event or Stockholders are not permitted to participate on the same terms as
other holders of Common Stock, the Participant shall have the right to have the
Company redeem his or her Restricted Stock for its fair market value. Fair
market value for purposes of this Section 5 of the Agreement shall be determined
by using the fair market value ascribed to the Company for purposes of the
Change of Control event.
6. Investment Purpose. Participant represents and warrants to the
Company that Participant is acquiring all of the shares of the Restricted Stock
for Participant's own account for investment and not with a view to or for sale
in connection with any distribution of the shares of the Restricted Stock.
7. Right to Continued Services. Nothing herein shall confer upon
Participant any right to continued employment by the Company or any subsidiaries
or affiliates or to continued service as a Director or limit in any way the
right of the Company or any subsidiary or affiliate at any time to terminate or
alter the terms of that employment or services as a Director.
8. Acceptance of Agreement. The shares of the Restricted Stock are
granted subject to all of the applicable terms and provisions of the Plan and
this Agreement. The terms and provisions of the Plan are incorporated by
reference herein. Participant accepts and agrees to be bound by all the terms
and conditions hereof.
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Restricted Stock Agreement - page 2 of 3
Executed as of the 12th day of September, 2001.
Sunrise At-Home Senior Living, Inc.
By:
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Sunrise Senior Ventures, Inc.
By:
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Participant:
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