0000950134-04-016882 Sample Contracts

RESTRICTED STOCK AGREEMENT BEVERLY ENTERPRISES, INC. NON-EMPLOYEE DIRECTORS’ STOCK OPTION PLAN
Restricted Stock Agreement • November 9th, 2004 • Beverly Enterprises Inc • Services-skilled nursing care facilities • Delaware

This Restricted Stock Agreement (the “Agreement”) is made effective the 20th day of May, 2004 between BEVERLY ENTERPRISES, INC., a Delaware Corporation (the “Company”, which term shall include its wholly-owned subsidiaries), and (the “Participant”), a Non-Employee Director for the Company under the following terms and conditions. The Agreement is issued pursuant to Section 7.1 of the Beverly Enterprises, Inc., Non-Employee Directors’ Stock Option Plan (the “Plan”). Unless otherwise defined in this Agreement, capitalized terms used herein have the meanings designated in the Plan.

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AMENDED AND RESTATED STOCK OPTION AGREEMENT BEVERLY ENTERPRISES, INC. 1997 LONG-TERM INCENTIVE PLAN
Stock Option Agreement • November 9th, 2004 • Beverly Enterprises Inc • Services-skilled nursing care facilities • Delaware

This Amended and Restated Option Agreement is made effective the day of , between BEVERLY ENTERPRISES, INC., a Delaware Corporation (the “Corporation”), and , (the “Employee”), a full-time employee of the Corporation or a subsidiary of the Corporation, under the following terms and conditions. This Amendment and Restated Stock Option Agreement supersedes any prior agreements between the Corporation and the Employee relating to options to purchase shares of stock.

RESTRICTED STOCK AGREEMENT BEVERLY ENTERPRISES, INC. 1997 LONG-TERM INCENTIVE PLAN
Restricted Stock Agreement • November 9th, 2004 • Beverly Enterprises Inc • Services-skilled nursing care facilities • Delaware

This Restricted Stock Agreement (the “Agreement”) is made effective the day of , 2004 between BEVERLY ENTERPRISES, INC., a Delaware Corporation (the “Company”, which term shall include its wholly-owned subsidiaries), and (the “Employee”), a full-time employee of the Company or a Subsidiary of the Company, under the following terms and conditions. The Agreement is issued pursuant to Section 8 of the Beverly Enterprises, Inc., 1997 Long-Term Incentive Plan (as Amended and Restated as of June 1, 2001) (the “Plan”) as applied by the 2004 Long-Term Incentive Program. Unless otherwise defined in this Agreement, capitalized terms used herein have the meanings designated in the Plan.

STOCK OPTION AGREEMENT UNDER THE BEVERLY ENTERPRISES, INC. NON-EMPLOYEE DIRECTORS’ STOCK OPTION PLAN
Stock Option Agreement • November 9th, 2004 • Beverly Enterprises Inc • Services-skilled nursing care facilities

This Stock Option Agreement is effective as of the day of , between BEVERLY ENTERPRISES, INC. a Delaware corporation (the “Corporation”) and (the “Participant”), a Non-Employee Director of the Corporation under the following terms and conditions:

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