FIVE STAR QUALITY CARE, INC.
RESTRICTED SHARE AGREEMENT
This Restricted Share Agreement (this “Agreement”) is made as of ____________ between
(the “Employee”) and Five Star Quality Care, Inc. (the “Company”).
In consideration of the mutual promises and covenants contained in this Agreement, and for other
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as
1. Grant of Shares . The Company hereby grants to the Employee, effective as of the date of this
Agreement, shares of its common shares. The shares so granted are hereinafter referred to as the
“Shares,” which term shall also include any shares of the Company issued to the Employee by virtue of his or her
ownership of the Shares, by share dividend, share split, recapitalization or otherwise.
2. Vesting; Repurchase of Shares .
(a) The Shares shall vest one-third as of the date hereof, a further one-third on
__________ of the year first following the date of this Agreement, and the final one-third on
___________ of the second year following the date of this Agreement. Any Shares not vested as of any
date are herein referred to as “Unvested Shares.”
(b) In the event the Employee ceases to render significant services, whether as an
employee or otherwise, to the Company, an affiliate of the Company, or to the advisor to the Company,
the Company shall have the right and option to purchase from the Employee, for an amount equal to $.01
per share (as adjusted for any share split or combination, share dividend, recapitalization or similar event)
all or any portion of the Unvested Shares as of the date the Employee ceases to render such services.
The Company may exercise such purchase option by delivering or mailing to the Employee (or his
estate), at any time after the Employee has ceased to render such services, a wri