Fifth Amendment to American Retirement Corporation Associate Stock Purchase Plan

Summary

This amendment updates the American Retirement Corporation Associate Stock Purchase Plan, effective July 1, 2005. It makes officers of the company—including those with titles such as Chairman, CEO, President, and Vice President—ineligible to participate in the plan. Additionally, it changes the exercise price for stock options under the plan to 85% of the stock's closing market price on the exercise date.

EX-10.14 14 a4939767ex10_14.htm EXHIBIT 10.14 Exhibit 10.14

Exhibit 10.14

FIFTH AMENDMENT TO

AMERICAN RETIREMENT CORPORATION

ASSOCIATE STOCK PURCHASE PLAN

The American Retirement Corporation Associate Stock Purchase Plan is hereby amended, effective as of July 1, 2005, as follows:

1.	By adding a new Section 4.5 to read as follows:

	"4.5 Officers Not Eligible to Participate.

	Notwithstanding anything herein to the contrary, no officer of ARC shall be eligible to participate in this Plan. For purposes of this Section 4.5, an “officer” shall be defined to mean any employee of ARC holding any of the following titles: Chairman, Chief Executive Officer, President, Chief Operating Officer, Executive Vice President, Senior Vice President, Vice President, Secretary or Treasurer.”

2.	By deleting Section 6.3 in its entirety and substituting therefore the following:

	“The Exercise Price of the options granted under this Plan for any Option Period shall be eighty-five percent (85%) of the Closing Market Price of the Stock on the Exercise Date.”