EXHIBIT 4.2
Key Employee [name Optionee]
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NONQUALIFIED STOCK OPTION
UNDER THE
1997 OMNIBUS STOCK AND INCENTIVE PLAN
for
CAPITAL SENIOR LIVING CORPORATION
Effective as of ______________________ ("Date of Grant"), a Stock Option
(the "Option") for a total of _______________ shares of common stock ("Shares")
of Capital Senior Living Corporation. (the "Company"), is hereby granted to
____________________ (the "Optionee"), this Option being in all respects subject
to the terms, definitions and provisions, of the 1997 Omnibus Stock and
Incentive Plan For Capital Senior Living Corporation (the "Plan"), and all of
which are incorporated herein by reference, except to the extent otherwise
expressly provided in this Option.
1. Option Price. The Option Price is $____________for each Share.
2. Vesting of Option Shares. Without limitation, the Shares subject to
this Option shall vest in accordance with the following vesting schedule:
(i) ____% of the Shares shown in the Section 1, on the __________
[i.e ____st anniversary of the Date of Grant, or Date of Hire
etc].
(ii) _____% of the Shares shown in Section 1 on the ______________.
(iii) _____% of the Shares shown in Section 1 on the ______________.
(iv through _________)
[Non "time" related vesting dates could be used in place of, or in conjunction
with, the time related vesting dates. Could use things like (i) Company attains
certain level of EPS, (ii) certain aspect of business (optionee responsible for)
attains a targeted level of performance, (iii) Company stock hits a certain
trading value, (iv) completion of a key long term project etc.]
3. Exercisability of Option.
[Optional] (i) Date on Which Option Becomes Exercisable. This Option,
to the extent it is still in effect, shall be exercisable to the extent vested
on or after ___________, [i.e. the ___th anniversary of the Date of Grant, the
date on which the Company Shares are traded at $____, the date the Company's EPS
for the preceding Quarter(year etc) is $_____ or greater, etc.] but only with
respect to Shares which are vested at the date of exercise. [This is optional
because, in many (possibly most) cases Options become immediately exercised
after they vest. See (2) above.]
(ii) Method of Exercise. Without limitation, this Option shall
be exercised by a written notice delivered to the Committee which shall:
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(a) state the election to exercise the Option and
the number of vested Shares in respect of which it is being exercised; and
(b) be signed by the person or persons entitled to
exercise the Option and, if the Option is being exercised by any person or
persons other than the Optionee, be accompanied by proof, satisfactory to the
Company, of the right of such person or persons to exercise the Option.
(iii) Payment and Withholding. The Option Price of any Shares
purchased, and any applicable withholding, shall be paid solely in cash [or, [at
the option of the Company], the Option Price [and withholding] may be paid in
whole or in part with Common Stock (including Shares)].
(iv) Issuance of Shares. Without limitation, no person shall
be, or have any of the rights or privileges of, a holder of Shares subject to
this Option unless and until certificates representing such Shares shall have
been issued and delivered to such person. Without limitation, the Shares shall
be issued subject to the agreements and undertakings described in Section 17 of
the Plan.
(v) Surrender of Option. Upon exercise of this Option in whole
or in part, if requested by the Company, the Optionee shall deliver this Option
and any other written agreements executed by the Company and the Optionee with
respect to this Option to the Company who shall endorse or cause to be endorsed
thereon a notation of such exercise and return all agreements to the Optionee.
4. Term of Option. Without limitation, [in addition to terminating in
accordance with Section 9(a) of the Plan, the unexercised portion of this Option
shall automatically terminate ____________ [i.e. ____ months [days] after
termination of service, or on the ____th anniversary of the Date of Grant, etc.]
the unexercised portion of this Option shall automatically terminate in
accordance with the term of the Plan.
5. Transferability of Option. This Option shall not be transferable by
the Optionee otherwise than by will or the laws of descent and distribution [,
except that it is transferable, in whole or in part, without payment of
consideration, to members of the Optionee's Immediate Family, to trusts for such
Immediate Family members, or to partnerships whose only partners are such
Immediate Family members, or (b) except as prohibited by Rule 16b-3, to a person
or other entity for which the Optionee is entitled to a deduction for a
"charitable contribution" under Section 170(a)(i) of the Code (provided, in each
such case that no further transfer by any such permitted transferee(s) shall be
permitted); provided, further, that in each case the exercise of the Award will
remain the power and responsibility of the Optionee and that so long as the
Optionee lives, only Optionee (even if pursuant to the legal direction of the
person to whom a charitable contribution has been made) or his guardian or legal
representative shall have the rights set forth in this Option.].
6. Interpretation. (a) If any provision of the Option is held invalid
for any reason, such holding shall not affect the remaining provisions hereof,
but instead the Option shall be construed and enforced as if such provision had
never been included in the Option.
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(b) This Option shall be governed by the laws of the State of Texas.
(c) Headings contained in this Option are for convenience only and
shall in no manner be construed as part of this Option.
(d) Any reference to the masculine, feminine, or neuter gender shall be
a reference to such other gender as is appropriate.
Dated this __________ day of ___________________, 199__.
CAPITAL SENIOR LIVING CORPORATION
By:
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OPTIONEE
Optionee acknowledges receipt of a copy of the Plan, and represents
that he is familiar with the terms and provisions thereof, and hereby accepts
this Option subject to all the terms and provisions of both the Option and the
Plan. Optionee hereby agrees to accept as binding, conclusive and final all
decisions or interpretations of the Committee (as defined in the Plan) upon any
questions arising under this Option or the Plan.
Dated this day of , 199 .
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Optionee
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