EXHIBIT 10.11
MANOR CARE, INC.
RESTRICTED STOCK UNIT AWARD AGREEMENT
NAME: _________________________ GRANT: ________ RESTRICTED STOCK UNITS
ADDRESS: _____________________ PLAN: AMENDMENT AND RESTATEMENT OF THE
EQUITY INCENTIVE PLAN OF MANOR CARE, INC.
______________________________
SSN: _________________________ GRANT DATE: _________________________
SIGNATURE: ____________________
Effective on the Grant Date, you have been granted the number of Restricted
Stock Units (the "Restricted Units") set forth above providing you the
entitlement to receive shares of Manor Care, Inc. (the "Company") Common Stock
as the Restricted Units vest, in accordance with the provisions of this
Agreement and the provisions of the Amendment and Restatement of the Equity
Incentive Plan of Manor Care, Inc. (the "Plan"). In addition to the Restricted
Units, you are awarded Dividend Equivalents equal to the number of Restricted
Units. "Dividend Equivalents" provide you with the right to receive a payment in
shares of Company Common Stock with a Fair Market Value equal to the amount of
dividend which would have been paid on a share of Common Stock subject to the
Restricted Units and on a share of Common Stock subject to previously awarded
Dividend Equivalents, for so long as the Restricted Unit remains outstanding.
One third of the Restricted Units will vest on each of the third, fourth and
fifth anniversary of the Grant Date. Notwithstanding the foregoing, the
Restricted Units shall be fully vested and mature upon your Termination of
Employment by reason of your (i) death, (ii) total disability as determined by
the Committee in accordance with company policies, or (iii) retirement which is
at least one year following the Grant Date and with the consent of the
Committee. Upon your Termination of Employment, all Restricted Units which are
not vested and the Dividend Equivalents thereon shall terminate and be
cancelled.
Upon vesting in the Restricted Units, you will be issued shares of Common Stock
equal to the number of Restricted Units vested, in settlement of the Restricted
Units. Common Stock payable as a Dividend Equivalent on the vested Restricted
Units shall be distributed at the time the Restricted Unit vests.
The Company has the authority to deduct or withhold, or require you to remit to
the Company, within 30 days of written notice, an amount sufficient to satisfy
applicable federal, state, local and foreign taxes arising from the receipt of
the shares of Common Stock upon settlement of the Restricted Units and Dividend
Equivalents. Subject to reasonable rules established by the Company, you may
satisfy your tax obligation, in whole or in part, by: (i) electing to have the
Company withhold shares otherwise to be delivered with a Fair Market Value equal
to the minimum amount of the tax withholding obligation; (ii) surrendering to
the Company previously owned Common Stock with a Fair Market Value not to exceed
the marginal tax rate with respect to the shares; (iii) by deduction from salary
or any other payment payable to you at any time on or after the day an income
tax charge arises in respect of the shares; or (iv) a combination of the
foregoing methods.
The Restricted Units and Dividend Equivalents are not transferable except by
will or the laws of descent and distribution. Until the Common Stock is issued
upon settlement of the Restricted Units you will not be deemed for any purpose
to be, or have rights as, a Company shareholder by virtue of this award.
In consideration of the Restricted Units and Dividend Equivalents hereby
granted, you agree that while you are performing services for the Company or any
Subsidiary and for a period of two (2) years following the date of your
Termination of Employment for any reason, you will not, directly or indirectly,
through an existing corporation, unincorporated business, affiliated party,
successor employer, or otherwise, solicit or hire for employment, on a full-time
or part-time, consulting, advising or any other basis, other than on behalf of
the Company any employee or independent contractor employed by the Company or
any Subsidiary. You further agree that the foregoing undertaking does not
supersede any other agreements or obligations on your part which may be more
restrictive or extend for a greater period of time. You acknowledge and agree
that nothing in this Agreement or the Plan shall confer upon you the right to
continue in the employment of the Company or any Subsidiary or shall interfere
with or restrict in any way the rights of the Company or any Subsidiary to
discharge you at any time with or without cause.
The Restricted Units and Dividend Equivalents are granted under and governed by
the terms and conditions of the Plan. You acknowledge and agree that the Plan is
discretionary in nature and may be amended, cancelled, or terminated by the
Company, in its sole discretion, at any time. The Plan has been introduced
voluntarily by the Company and in accordance with the provisions of the Plan may
be terminated by the Company at any time. The grant of the Restricted Units and
Dividend Equivalents is a one-time benefit and does not create any contractual
or other right to receive a grant of restricted units, dividend equivalents or
benefits in lieu of restricted units or dividend equivalents in the future.
Future grants of restricted units and dividend equivalents, if any, will be at
the sole discretion of the Company, including, but not limited to, the timing of
the grant, the number of units and vesting provisions. By execution of this
Agreement, you consent to the provisions of the Plan and this Agreement.
Defined terms used herein shall have the meaning set forth in the Plan, unless
otherwise defined herein.
COMPANY:
MANOR CARE, INC.
_____________________________
By: _________________________
Title: ______________________
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