8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported) September 10, 2019    

Capital Senior Living Corporation

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation)

1-13445	75-2678809
(Commission File Number)	(IRS Employer Identification No.)

14160 Dallas Parkway Suite 300 Dallas, Texas	75254
(Address of principal executive offices)	(Zip Code)

(972) 770-5600

(Registrant’s telephone number, including area code)

Not applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $.01 per share	CSU	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On September 10, 2019, the Board of Directors (the “Board”) of Capital Senior Living Corporation (the “Company”) appointed Brandon M. Ribar as the Company’s Executive Vice President and Chief Operating Officer.

Mr. Ribar, age 39, has served as an executive healthcare consultant primarily focused on improving existing operations and expanding continuing care retirement communities for multiple investment platforms and operators since January 2018. Prior to such time, Mr. Ribar served as the Senior Vice President, Operations of Golden Living, a post-acute healthcare provider (“Golden Living”), from January 2014 to January 2018. Prior to serving in such capacity, Mr. Ribar was Golden Living’s Senior Vice President, Operational Finance and Strategy from April 2011 to December 2013, and he served as Golden Living’s Senior Vice President, Corporate Strategy and Business Development from October 2009 to April 2011. Prior to joining Golden Living, Mr. Ribar served as Vice President of Healthcare Investments of Fillmore Capital Partners, a real estate private equity firm (“Fillmore”), from April 2007 to October 2009, and he joined Fillmore as an investment associate in August 2004. Mr. Ribar began his career as a senior associate at Deloitte & Touche LLP.

In connection with Mr. Ribar’s appointment as the Company’s Executive Vice President and Chief Operating Officer, Mr. Ribar and the Company entered into an employment agreement, dated as of September 10, 2019 (the “Employment Agreement”). The term of the Employment Agreement is for a one year period commencing September 10, 2019 and ending September 9, 2020, subject to extension by the mutual written consent of the Company and Mr. Ribar. Under the Employment Agreement, Mr. Ribar’s annual base salary will be no less than $400,000, and Mr. Ribar will be eligible to receive a performance bonus as determined by the Compensation Committee of the Board (the “Compensation Committee”). Mr. Ribar will also be eligible to participate in all health, retirement, insurance, sick leave, disability, expense reimbursement and other benefit programs, if any, which the Company makes available to its senior executives.

Pursuant to the Employment Agreement, as an inducement to Mr. Ribar’s employment with the Company as its Executive Vice President and Chief Operating Officer, on September 10, 2019 Mr. Ribar was granted the following inducement awards: (i) 45,000 shares of performance-based restricted stock (the “Performance Shares”), which are scheduled to vest subject to the satisfaction of certain targeted performance conditions related to the trading price of the Company’s common stock (with an additional 67,000 shares issuable upon the achievement of certain maximum performance conditions related to the trading price of the Company’s common stock), and (ii) 25,000 shares of time-based restricted stock (the “Restricted Shares”), which are scheduled to vest in three installments of 33%, 33% and 34% on the first, second and third anniversaries of the grant date, respectively. The Performance Shares and Restricted Shares are subject to the vesting, forfeiture and other provisions set forth in the applicable award agreements governing such awards, copies of which are filed herewith as Exhibits 10.2 and 10.3, respectively, and incorporated by reference herein. Mr. Ribar will also be entitled to be receive equity awards under the Company’s 2019 Omnibus Stock and Incentive Plan, as determined by the Compensation Committee.

In the event that Mr. Ribar’s employment is terminated by the Company other than “for cause” or by Mr. Ribar for “good reason” (as such terms are defined in the Employment Agreement), Mr. Ribar will (1) be entitled to receive his base salary for the balance of the term of the Employment Agreement, but not less than one year from the date of notice of termination (provided, that Mr. Ribar will be entitled to receive his base salary and annual bonus paid during the term of the Employment Agreement in the past twelve months for two years in the event such termination is due a “Fundamental Change” (as defined in the Employment Agreement)), (2) retain any vested stock awards, and (3) receive payment for all accrued but unpaid or unused vacation and sick days. In the event that Mr. Ribar’s employment is terminated for any other reason, then Mr. Ribar will be entitled to receive his base salary and any earned bonus up to and through the date of termination and payment for all accrued but unpaid or unused vacation and sick days.

The Employment Agreement also contains non-solicitation, non-competition and confidentiality covenants on behalf of Mr. Ribar in favor of the Company.

There are no arrangements or understandings between Mr. Ribar and any other person pursuant to which Mr. Ribar was selected as an officer of the Company. There are no family relationships between Mr. Ribar and any director or executive officer, or person nominated or chosen by the Company to become a director or executive officer, of the Company. There are no transactions between Mr. Ribar and the Company that would be reportable under Item 404(a) of Regulation S-K.

The foregoing description of the Employment Agreement does not purport to be complete and is qualified in its entirety by the reference to the full text of the Employment Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 7.01 Regulation FD Disclosure.

On September 10, 2019, the Company issued a press release announcing the appointment of Mr. Ribar as the Company’s Executive Vice President and Chief Operating Officer. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Description
10.1	Employment Agreement, dated as of September 10, 2019, by and between Capital Senior Living Corporation and Brandon M. Ribar
10.2	Sign-On Performance Award Agreement, dated as of September 10, 2019, by and between Capital Senior Living Corporation and Brandon M. Ribar
10.3	Sign-On Restricted Stock Award Agreement, dated as of September 10, 2019, by and between Capital Senior Living Corporation and Brandon M. Ribar
99.1*	Press Release, dated September 10, 2019

* This exhibit to this Current Report on Form 8-K is not being filed but is being furnished pursuant to Item 9.01.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: September 10, 2019	Capital Senior Living Corporation
	By:	/s/ Carey P. Hendrickson
	Name:	Carey P. Hendrickson
	Title:	Senior Vice President and Chief Financial Officer

EX-10.1

Exhibit 10.1

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into on the 10th day of September, 2019, by and between Capital Senior Living Corporation, a Delaware corporation (“CSL” or “the Company”), and Brandon Ribar, (“Employee”). The term of this Agreement shall be deemed to have commenced effective as of September 10, 2019 (“Employment Commencement Date”).

1. Appointment, Title and Duties. Commencing on the Employment Commencement Date, CSL hereby employs Employee to serve in the positions as assigned to him by its Board of Directors, which currently shall be as an Executive Vice President and Chief Operating Officer. In such capacity, Employee shall report to the Chief Executive Officer of CSL and shall have such powers, duties and responsibilities as are customarily assigned said position and as may be otherwise assigned to him by the Chief Executive Officer. In addition, Employee shall have such other duties and responsibilities as may reasonably be assigned to him by the Chief Executive Officer.

2. Term of Agreement. The initial term of this Agreement shall be for a one (1) year period ending on September 9, 2020 (“Employment Period”). The term of this Agreement may be extended by the mutual written consent of the Employee and Company. This Agreement shall terminate upon the earlier of: (i) the date of the voluntary resignation of Employee, (ii) the date of Employee’s death or determination of Employee’s disability (as defined in Paragraph 6 below), (iii) the date of notice by CSL to Employee that this Agreement is being terminated by CSL whether “for cause” (as defined in Paragraph 6 below) or without cause, (iv) upon the date a notice of intent to resign for “good reason” (as defined in Paragraph 6 below) is delivered to the Company by Employee, or (v) expiration of the term.

3. Acceptance of Position. Employee hereby accepts the positions assigned by the Board of Directors, and agrees that during the term of this Agreement he will faithfully perform his duties and will devote substantially all of his business time to the business and affairs of CSL and will not engage, for his own account or for the account of any other person or entity, in any other business or enterprise except with the express written approval of the Chief Executive Officer of CSL. Employee may, at his sole discretion, (i) serve as a director on the boards of directors of other entities, businesses and enterprises he currently serves on, but no more than two (2) boards and only with the prior written consent of the Chief Executive Officer, and (ii) make personal, passive investments. Employee agrees to perform his duties faithfully, diligently and to the best of his ability, to use his best efforts to advance the best interests of the Company at all times, and to abide by all moral, ethical and lawful policies, guidelines, procedures, instructions and orders given to him by the Company from time to time.

4. Salary and Benefits. During the term of this Agreement:

A) i.) CSL shall pay or cause to be paid to Employee a base salary at an annual rate of not less than Four Hundred Thousand Dollars ($400,000.00) per annum, paid in approximately equal installments no less frequently than semi-monthly. Employee shall be eligible for a

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performance bonus as determined by the Compensation Committee of the Board of Directors of Capital Senior Living Corporation (the “Compensation Committee”). The Company shall deduct from Employee’s compensation and bonus all applicable local, state, Federal or foreign taxes, including, but not limited to, income tax, withholding tax, social security tax and pension contributions (if any).

ii.) Employee shall be entitled to a signing bonus of two inducement stock awards, the first a performance based award with 45,000 shares which shall vest at target performance and a second stock award that will be time-based for 25,000 shares which shall vest over three (3) years, with 33% on the first anniversary of Employment Commencement Date, 33% on the second anniversary of the Employment Commencement Date, and 34% of the third anniversary of the Employment Commencement Date.

B) Employee shall participate in all health, retirement, Company-paid insurance, sick leave, disability, expense reimbursement and other benefit programs, if any, which CSL makes available, in its sole discretion, to its senior executives; however, nothing herein shall be construed to obligate the Company to establish or maintain any employee benefit program. The Company may purchase and maintain in force a death and disability insurance policy in an amount at all times equal to not less than an amount equal to Employee’s annual base salary. The Company shall be the beneficiary of said policy and shall use said policy for the purposes described in Paragraph 7(A)(i), below. Reimbursement of Employee’s reasonable and necessary business expenses incurred in the pursuit of the business of the Company or any of its affiliates shall be made to Employee upon his presentation to the Company of itemized bills, vouchers or accountings prepared in conformance with applicable regulations of the Internal Revenue Service and the policies and guidelines of the Company.

C) Employee shall be entitled to reasonable vacation time in an amount of three (3) weeks per year pursuant to the Company’s Corporate Policies and Procedures Manual, provided that not more than two (2) weeks of such vacation time may be taken consecutively without prior notice to, and the consent of, the Chief Executive Officer.

5. Restricted Stock Awards.    Pursuant to the terms of CSL’s 2019 Stock Incentive Plan, the Employee shall be entitled to receive restricted stock awards. The number of shares to be offered to Employee shall be determined by the Compensation Committee.

6. Certain Terms Defined. For purposes of this Agreement:

A) Employee shall be deemed to be disabled if a physical or mental condition shall occur and persist which, in the written opinion of two (2)

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licensed physicians, has rendered Employee unable to perform his assigned duties for a period of ninety (90) calendar days or more, and which condition, in the opinion of such physicians, is likely to continue for an indefinite period of time, rendering Employee unable to return to his duties for CSL. One (1) of the two (2) physicians shall be selected in good faith by the Board of Directors of CSL, and the other of the two (2) physicians shall be selected in good faith by Employee. In the event that the two (2) physicians selected do not agree as to whether Employee is disabled, as described above, then said two (2) physicians shall mutually agree upon a third (3rd) physician whose written opinion as to Employee’s condition shall be conclusive upon CSL and Employee for purposes of this Agreement.

B) A termination of Employee’s employment by CSL shall be deemed to be “for cause” if it is based upon (i) Employee is charged with and then convicted of any misdemeanor or any felony involving personal dishonesty, (ii) disloyalty by Employee to the Company, including but not limited to embezzlement, or (iii) Employee’s failure or refusal to perform his duties in accordance with this Agreement.

C) A resignation by Employee shall not be deemed to be voluntary, and shall be deemed to be a resignation for “good reason” if it is based upon (i) a material diminution in Employee’s duties or base salary, which is not part of an overall diminution for all executive officers of the Company, or (ii) a material breach by the Company of the Company’s obligations to Employee under this Agreement.

7. Certain Benefits and Obligations Upon Termination.

A) In the event that Employee’s employment terminates (i) because CSL has terminated Employee other than “for cause” (as described above), including due to a Fundamental Change as described below, or (ii) because Employee has voluntarily resigned for “good reason,” as described above, then,

i) CSL shall pay Employee in accordance with its Corporate Policies and Procedures Manual his base salary for the balance of the term of this Agreement, but not less than one (1) year from the date of notice of termination (base salary and annual bonus paid during the term of this Agreement in the past twelve (12) months for two (2) years if termination is due to a Fundamental Change), and Employee shall retain all his Company stock awards that are vested; provided, however, the benefits described in this Paragraph 7(A)(i) shall terminate at such time as Employee materially breaches the provisions of Paragraphs 7(D), 8, 9 or 10 hereof. A “Fundamental Change” shall be defined as a merger, consolidation or any sale of all or substantially all of the assets of the Company that requires the consent or vote of the holders of common stock where the Company is not the survivor or in control.

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ii) All accrued but unpaid or unused vacation, sick pay and expense reimbursement shall be calculated in accordance with CSL’s Corporate Policies and Procedures Manual.

B) In the event that Employee’s employment terminates for any other cause other than those set forth in Paragraph 7(A), which can include but not be limited to voluntary resignation without good reason, termination by CSL “for cause,” expiration of the term of the Agreement, etc., then,

i) CSL shall pay or cause to be paid to Employee his base salary and earned bonus, up to and through the date of termination;

ii) All accrued but unpaid or unused vacation, sick pay and expense reimbursement shall be calculated in accordance with CSL’s Corporate Policies and Procedures Manual.

C) Following the termination for any reason of Employee’s employment, Employee shall not for himself or any third party, directly or indirectly (i) divert or attempt to divert from the Company or its affiliated companies any business of any kind in which it is or has been engaged, including, without limitation, the solicitation of, interference with, or entering into any contract with any of its past or then existing customers, and (ii) employ, solicit for employment, or recommend for employment any person employed by the Company or its affiliated companies during the period of such person’s employment and for a period of two (2) years thereafter.

8. Confidentiality. Employee hereby acknowledges his understanding that as a result of his employment by CSL, he will have access to, and possession of, valuable and important confidential or proprietary data, documents and information concerning CSL, its operations and its future plans. Employee hereby agrees that he will not, either during the term of his employment with CSL, or at any time after the term of his employment with CSL, divulge or communicate to any person or entity, or direct any employee or agent of CSL or of his to divulge or communicate to any person or entity, or use to the detriment of CSL or for the benefit of any other person or entity, or make or remove any copies of, such confidential information or proprietary data or information, whether or not marked or otherwise identified as confidential or secret. Upon any termination of this Agreement for any reason whatsoever, Employee shall surrender to CSL any and all materials, including but not limited to drawings, manuals, reports, documents, lists, photographs, maps, surveys, plans, specifications, accountings and any and all other materials relating to the Company or any of its business, including all copies thereof, that Employee has in his possession, whether or not such material was created or compiled by Employee, but excluding, however, personal memorabilia belonging to Employee. With the exception of such excluded items, materials, etc., Employee acknowledges that all such material

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is solely the property of CSL, and that Employee has no right, title or interest in or to such materials. Notwithstanding anything to the contrary set forth in this Paragraph 8, the provisions of this Paragraph 8 shall not apply to information which: (i) is or becomes generally available to the public other than as a result of disclosure by Employee, or (ii) is already known to Employee as of the date of this Agreement from sources other than CSL, or (iii) is required to be disclosed by law or by regulatory or judicial process.

9. Non-Competition. Employee hereby agrees that for a period of one (1) year after any termination for any reason whatsoever of this Agreement (other than the non-renewal of this Agreement on the same terms by the Company) and after the last payment to Employee provided for hereunder (except that such period shall be coterminous with the time period Employee received any termination compensation as set forth in Paragraph 7(A) if such termination is without cause), he will not, directly or indirectly, commence doing business, in any manner whatsoever, which is in competition with all or any portion of the business of CSL in any state in which CSL then operates, owns, or is in the process of developing more than three (3) facilities. CSL hereby acknowledges and agrees that Employee’s ownership of a class of securities listed on a stock exchange or traded on the over-the-counter market that represents five percent (5%) or less of the number of shares of such class of securities then issued and outstanding shall not constitute a violation of this Paragraph 9.

10. Work Product. The Employee agrees that all innovations, improvements, developments, methods, designs, analyses, reports and all similar or related information which relates to the Company’s or any of its subsidiaries’ or affiliates’ actual or anticipated business, or existing or future products or services and which are conceived, developed or made by the Employee while employed by the Company (“Work Product”) belong to the Company or such subsidiary or affiliate. The Employee will promptly disclose such Work Product to the Chief Executive Officer and perform all actions reasonably requested by the Chief Executive Officer (whether during or after the employment period) to establish and to confirm such ownership (including, without limitation, assignments, consents, powers of attorney and other instruments).

11. Legal Action. In the event that any action or proceeding is brought to enforce the terms and provisions of this Agreement, the prevailing party shall be entitled to recover reasonable attorneys’ fees and costs. In the event of a breach or threatened breach by Employee of the provisions of Paragraph 7(D), 8, 9, or 10, Employee and the Company agree that the Company, shall, in addition to any other available remedies, be entitled to an injunction restraining Employee from violating the terms of the applicable Paragraph and that said injunction is appropriate and proper relief for such violation.

12. Notices. All notices and other communications provided to either party hereto under this Agreement shall be in writing and delivered by hand delivery, overnight courier service or certified mail, return receipt requested, to the party being notified at said party’s address set forth adjacent to said party’s signature on this Agreement, or at such other address as may be designated by a party in a notice to the other party given in accordance with this Agreement. Notices given by hand delivery or overnight courier service shall be deemed received on the date of delivery shown on the courier’s delivery receipt or log. Notices given by certified mail shall be deemed received three (3) days after deposit in the U.S. Mail.

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13. Construction. In construing this Agreement, if any portion of this Agreement shall be found to be invalid or unenforceable, the remaining terms and provisions of this Agreement shall be given effect to the maximum extent permitted without considering the void, invalid or unenforceable provision. In construing this Agreement, the singular shall include the plural, the masculine shall include the feminine and neuter genders, as appropriate, and no meaning or effect shall be given to the captions of the paragraphs in this Agreement, which are inserted for convenience of reference only.

14. Choice of Law; Survival. This Agreement shall be governed and construed in accordance with the internal laws of the State of Texas without resort to choice of law principles. The provisions of Paragraphs 7, 8, 9, and 10 shall survive the termination of this Agreement for any reason whatsoever.

15. Protected Communications. Nothing in this Agreement is intended to, or will, be used by any way to, limit Employee’s rights to communicate with the Securities and Exchange Commission (the “SEC”) or any other governmental agency, as provided for, protected under or warranted by applicable law, including, but not limited to, Section 21F of the Securities Exchange Act of 1934, as amended, and SEC Rule 21F-7 (the “Protected Communications”). Nothing in this Agreement requires Employee to notify, or obtain permission from, CSL before engaging in any Protected Communications.

16. Integration; Amendments. This is an integrated Agreement. This Agreement constitutes and is intended as a final expression and a complete and exclusive statement of the understanding and agreement of the parties hereto with respect to the subject matter of this Agreement. All negotiations, discussions and writings between the parties hereto relating to the subject matter of this Agreement are merged into this Agreement, and there are no rights conferred, nor promises, agreements, conditions, undertakings, warranties or representations, oral or written, expressed or implied, between the undersigned parties as to such matters other than as specifically set forth herein. No amendment or modification of or addendum to, this Agreement shall be valid unless the same shall be in writing and signed by the parties hereto. No waiver of any of the provisions of this Agreement shall be valid unless in writing and signed by the party against whom it is sought to be enforced.

17. Binding Effect. This Agreement is binding upon and shall inure to the benefit of the parties hereto and their respective heirs, personal representatives, successors and assigns; provided, however, that Employee shall not be entitled to assign his interest in this Agreement (except for an assignment by operation of law to his estate), or any portion hereof, or any rights hereunder, to any party. Any attempted assignment by Employee in violation of this Paragraph 17 shall be null, void, ab initio and of no effect of any kind or nature whatsoever.

18. Taxes.

(a) All payments to be made to and on behalf of the Employee under this Agreement will be subject to required withholding of federal, employment and excise taxes, and to related reporting requirements.

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(b) Limitation on Parachute Payments. In the event that the payment and other benefits provided for in this Agreement or otherwise payable to Employee (i) constitute “parachute payments” within the meaning of Section 280G of the Code and (ii) but for this Section 11(b), would be subject to the excise tax imposed by Section 4999 of the Code, then the Employee’s payments and benefits will be either:

(i) delivered in full, or

(ii) delivered as to such lesser extent which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code,

whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999, result in the receipt by Employee on an after-tax basis, of the greatest amount of severance benefits, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code.

If a reduction in severance and other payments and benefits constituting “parachute payments” is necessary so that benefits are delivered to a lesser extent, reduction will occur in the following order; (i) reduction of cash payments; (ii) cancellation of awards granted “contingent on a change in ownership or control” (within the meaning of Code Section 280G), (iii) cancellation of accelerated vesting of equity awards, and (iv) reduction of employee benefits. Within any such category of payments and benefits (that is, (i), (ii), (iii) or (iv)), a reduction shall occur first with respect to amounts that are not Deferred Payments and then with respect to amounts that are. In the event that acceleration of vesting of equity award compensation is to be reduced, such acceleration of vesting will be cancelled in the reverse order of the date of grant of Employee’s equity awards.

Any determination required under this Section 18(b) will be made in writing by the Company’s independent public accountants engaged by the Company for general audit purposes immediately prior to the Change in Control (the “Accountants”), whose good faith determination will be conclusive and binding upon Employee and the Company for all purposes. If the independent registered public accounting firm so engaged by the Company is serving as accountant or auditor for the individual, entity or group effecting the Change in Control, of if such firm otherwise cannot perform the calculations, the Company shall appoint a nationally recognized independent registered public accounting firm to make the determinations required hereunder. For purposes of making the calculations required by this Section 18(b), the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and Employee will furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section. The Company will bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this section.

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19. 409A. This Agreement is intended to provide payments that are exempt from and/or that comply with the provisions of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and related regulations and Treasury pronouncements (“Section 409A”), and this Agreement shall be interpreted accordingly (it being understood that the payment of any reimbursement hereunder shall be made in a manner exempt from, or in compliance with, Section 409A). If any provision of this Agreement would cause Employee to incur any additional tax under Section 409A, this Agreement shall be deemed amended to reform, and/or the parties hereto will in good faith attempt to reform, the provision in a manner that maintains, to the extent possible, the original intent of the applicable provision without violating the provisions of Section 409A. For purposes of Section 409A, each payment made under this Agreement shall be designated as a “separate payment” within the meaning of the Section 409A. All references herein to Employee’s “termination of employment” or other similar term shall refer to Employee’s “separation from service” within the meaning of Section 409A and Treas. Reg. Section 1.409A-1(h).

Notwithstanding anything herein to the contrary, if on the date of Employee’s separation from service Employee is a “specified employee,” as defined in Section 409A, then any portion of any payments, benefits or other consideration under this Agreement that are determined to be subject to the additional tax provided by Section 409A(a)(1)(B) of the Code if not delayed as required by Section 409A(a)(2)(B)(i) of the Code shall be delayed until the first (1st) business day of the seventh (7th) month following Employee’s separation from service date (or, if earlier, Employee’s date of death), and the total of such delayed amounts shall be paid as a lump sum on such date. For purposes of clarification, any portion of any separation allowance or other payment due to Employee under this Agreement that is not considered deferred compensation under Section 409A through either the “short-term deferral” exception pursuant to Treasury Reg. 1.409A-1(b)(4) or the “separation pay” exception pursuant to Treasury Reg. 1.409A-1(b)(9) will not be subject to the 6 month delay described in this paragraph as provided under Section 409A.

With respect to any expense, reimbursement or in-kind benefit provided pursuant to this Agreement that constitutes a “deferral of compensation” within the meaning of Section 409A, (i) the expenses eligible for reimbursement or in-kind benefits provided to Employee must be incurred during the Employment Period (or applicable survival period), (ii) the amount of expenses eligible for reimbursement or in-kind benefits provided to Employee during any calendar year will not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to Employee in any other calendar year, (iii) the reimbursements for expenses for which Employee is entitled to be reimbursed shall be made on or before the last day of the calendar year following the calendar year in which the applicable expense is incurred, and (iv) the right to payment or reimbursement or in-kind benefits hereunder may not be liquidated or exchanged for any other benefit.

Employee acknowledges and agrees that Employee has obtained no advice from the Company or any of its affiliates, or any of their respective officers, directors, employees, subsidiaries, affiliates, agents, attorneys or other representatives, and that none of such persons or entities have made any representation regarding the tax consequences, if any, of

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Employee’s receipt of the payments, benefits and other consideration provided for in this Agreement. Employee further acknowledges and agrees that Employee is personally responsible for the payment of all federal, state and local taxes that are due, or may be due, for any payments and other consideration received by Employee under this Agreement. Employee agrees to hold the Company harmless for any and all taxes, penalties or other assessments that Employee is, or may become, obligated to pay on account of any payments made and other consideration provided to Employee under this Agreement.

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IN WITNESS WHEREOF, the parties have executed this Agreement on the date set forth above to be effective as of the date specified in the preamble of this Agreement.

	CAPITAL SENIOR LIVING CORPORATION a Delaware Corporation
Address: 14160 Dallas Parkway, Suite 300 Dallas, TX 75254	By:	/s/ Kimberly Lody
		Kimberly Lody, President & Chief Executive Officer
	EMPLOYEE
Address: 105 Harvard Dr Southlake, TX 76092	/s/ Brandon Ribar
	Brandon Ribar

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EX-10.2

Exhibit 10.2

SIGN-ON PERFORMANCE AWARD

FOR

CAPITAL SENIOR LIVING CORPORATION

This Sign-On Performance Award Agreement (this “Agreement”) sets forth the terms of a PERFORMANCE AWARD (“Award”) granted on September 10, 2019 (“Date of Grant” or the “Effective Date”), by Capital Senior Living Corporation, a Delaware Corporation (the “Company”), to Brandon Ribar (the “Holder”). This Award is made as an inducement to the Holder to accept employment with the Company and as such is not subject to the terms, and provisions, of the 2019 Omnibus Stock and Incentive Plan For Capital Senior Living Corporation, as may be amended subsequent to the Date of Grant (the “Plan”); however, capitalized terms used but not defined in this Agreement shall have the meanings ascribed to them in the Plan.

RECITALS

A.    The Company and Holder entered into that certain employment agreement dated September 10, 2019 (the “Employment Agreement”).

B.    The Committee has determined that it is in its best interest to offer the Holder this Award as an inducement to the Holder to accept employment with the Company.

C.    Holder wishes to accept such Award on the terms and subject to the conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual promises set forth in this Agreement, and for other good and valuable consideration, the adequacy of which is acknowledged by the parties’ execution of this Agreement, the Company and the Holder agree as follows:

1.    Performance Award. The Company hereby sells, transfers, assigns and delivers to the Holder an aggregate of 45,000 Shares of the Company as of the Date of Grant (“Target Award Restricted Shares”) subject to the terms and conditions set forth in this Award, including, without limitation, the Restrictions more specifically set forth in Section 4 below (“Restrictions”), and further subject to Holder’s execution of this Agreement.

2.    Vesting of Target Award Restricted Shares.

(a)    The Award shall be one hundred percent (100%) unvested as of the Date of Grant. Except as otherwise provided in the Plan and this Award, the Target Award Restricted Shares shall vest and become non-forfeitable (referred to hereafter as “Vested Shares”) on the date that the performance results as described in Section (i), (ii), or (iii) of this Section 2 are met (the “Performance Vesting Date”), provided that the Holder remains in Continuous Service with the Company or any of its Subsidiaries on the Performance Vesting Date, as applicable.

For purposes of this Agreement, “Continuous Service” means the Holder’s service with the Company, whether as an employee, consultant or director, is not interrupted or terminated, other than for temporary absences, including, without limitation, reasonable vacation time, sick

leave, military leave or any other personal or family leave of absence. The Holder’s Continuous Service shall not be deemed to have terminated merely because of a change in the capacity in which the Holder renders service to the Company as an employee, consultant or director or a change in the entity for which the Holder renders such service, provided that there is no interruption or termination of the Holder’s Continuous Service; and provided further that if any Award is subject to Section 409A of the Code, this sentence shall only be given effect to the extent consistent with Section 409A of the Code.

(i)    Upon the closing price of a share of the Company’s Common Stock equaling or exceeding $8.79 for fifteen (15) consecutive trading days during the Performance Period (the “Consecutive Period”), fifty percent (50%) of the Target Award Restricted Shares shall become vested as of the last trading day which made up the Consecutive Period (the “Threshold Performance Vesting Date”). The period of time beginning on the Date of Grant and ending on the Award Termination Date (defined below) is the “Performance Period.”

(ii)    Upon the closing price of a share of the Company’s Common Stock equaling or exceeding $10.79 for the Consecutive Period (the “Target Price”), an additional fifty percent (50%) of the Target Award Restricted Shares shall become vested as of the last trading day which made up the Consecutive Period (“Target Performance Vesting Date”). Therefore, as of the Target Performance Vesting Date, 100% of the Target Award Restricted Shares shall be Vested Shares. If the Target Price is achieved on or before January 7, 2020, an additional multiplier shall be applied thereby increasing the vested Target Award Restricted Shares by twenty five percent (25%) for a total amount of Vested Shares equal to one hundred and twenty-five percent (125%) of the Target Award Restricted Shares. If the Target Price is achieved after January 7, 2020, but on or before January 7, 2021, an additional multiplier shall be applied thereby increasing the vested Target Award Restricted Shares by ten percent (10%) for a total amount of Vested Shares equal to one hundred and ten percent (110%) of the Target Award Restricted Shares.

(iii)    Upon the closing price of a share of the Company’s Common Stock equaling or exceeding $12.79 for the Consecutive Period (the “Maximum Price”), an additional one hundred percent (100%) of the Target Award Restricted Shares shall become vested as of the last trading day which made up the Consecutive Period (“Maximum Performance Vesting Date”). Therefore, as of the Maximum Performance Vesting Date, 200% of the Target Award Restricted Shares shall be Vested Shares (the “Maximum Vested Shares”). If the Maximum Price is achieved on or before January 7, 2020, an additional multiplier shall be applied thereby increasing the Maximum Vested Shares by fifty percent (50%) for a total amount of Vested Shares equal to two hundred and fifty percent (250%) of the Target Award Restricted Shares. If the Maximum Price is achieved after January 7, 2020, but on or before January 7, 2021, an additional multiplier shall be applied thereby increasing the Maximum Vested Shares by twenty-five percent (25%) for a total amount of Vested Shares equal to two hundred and twenty-five percent (225%) of the Target Award Restricted Shares.

(b)    Notwithstanding anything herein to the contrary, shares of Common Stock which become Vested Shares under this Agreement on or before January 7, 2021, shall be subject to a twelve (12) month holding requirement from such Performance Vesting Date as applicable, provided however, that this twelve (12) month holding requirement shall not apply to shares of Common Stock withheld for the payment of taxes as provided in Section 5 of this Agreement or sold by Holder as reasonably necessary to pay taxes associated with the vesting of Vested Shares.

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(c)    Provided, however, that as of January 7, 2022 (the “Award Termination Date”), the Holder shall forfeit the unvested Award as of the Award Termination Date.

(d)    Except as otherwise provided in this Section 2, in the event that the Holder’s Continuous Service is terminated by the Company or by the Holder for any reason, the Holder shall forfeit the unvested Award as of the Holder’s termination date.

(e)    In the event that the Holder’s Continuous Service is terminated by the Company due to the Holder’s death or Disability, the Holder shall forfeit the unvested Award as of such termination date.

3.    Change in Control. Upon a Change in Control the number of shares that shall become Vested Shares shall be determined in the same manner as provided for in Section 2 of this Agreement. Provided, however, that in the event a Change in Control occurs which results in the Company’s Common Stock no longer being readily tradeable on an established securities market (“Private Transaction”), the imputed value of the Private Transaction shall be determined on a per share of Common Stock basis and such imputed value shall be used in determining the number of Shares which shall become Vested Shares under Section 2 of this Agreement without regard to the Consecutive Period.

4.    Restriction - Forfeiture of Target Award Restricted Shares. The Target Award Restricted Shares are each subject to the restrictions (“Restrictions”) that (i) all rights of Holder to any Target Award Restricted Shares which have not become Vested Shares shall, automatically and without notice, terminate and be permanently forfeited on the date Holder, for any reason, ceases to be employed by the Company, except as otherwise stated herein; and (ii) all rights of Holder to the specified percentage of Target Award Restricted Shares which have not become Vested Shares because the performance measures pursuant to Section 2 above have not been satisfied shall, automatically and without notice, terminate and be permanently forfeited.

5.    Tax Liability and Withholding.

(a)    Payment of Taxes. The Holder shall be required to pay to the Company, and the Company shall have the right to deduct from any compensation paid to the Holder pursuant to this Agreement, the amount of any required withholding taxes in respect of the Target Award Restricted Shares granted under this Agreement and to take all such other action as the Committee deems necessary to satisfy all obligations for the payment of such withholding taxes. The Committee may permit the Holder to satisfy any federal, state or local tax withholding obligation by any of the following means, or by a combination of such means: (i) tendering a cash payment; (ii) authorizing the Company to withhold shares of Common Stock from the shares of Common Stock otherwise issuable or deliverable to the Holder as a result of the vesting of the Target Award Restricted Shares; provided, however, that no shares of Common Stock shall be withheld with a value exceeding the minimum amount of tax required to be withheld by law; or (iii) delivering to the Company previously owned and unencumbered shares of Common Stock.

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(b)    Liability. Notwithstanding any action the Company takes with respect to any or all income tax, social insurance, payroll tax, or other tax-related withholding (“Tax-Related Items”), the ultimate liability for all Tax-Related Items is and remains the Holder’s responsibility and the Company (a) makes no representation or undertakings regarding the treatment of any Tax-Related Items in connection with the grant, or vesting of the Target Award Restricted Shares or the subsequent sale of any shares; and (b) does not commit to structure the Target Award Restricted Shares to reduce or eliminate the Holder’s liability for Tax-Related Items.

6.    Issuance of Shares. During the Restricted Period (as defined in the Plan), the certificates representing the Target Award Restricted Shares, and any Restricted Share Distributions (i.e., dividends, which will be subject to the same Restriction, terms, and conditions as the related Target Award Restricted Shares), shall be registered in the Holder’s name and bear a restrictive legend disclosing the Restriction and the existence of this Award. Such certificates shall be deposited by the Holder with the Company, together with stock powers or other instruments of assignment, each endorsed in blank, which will permit the transfer to the Company of all or any portion of the Target Award Restricted Shares, and any assets constituting Restricted Share Distributions, which shall be subject to forfeiture in accordance with the terms of this Award. The Company will retain custody of all related Restricted Share Distributions unless and until Holder is entitled to receive the certificates for the related Vested Shares; provided, however, that any Restricted Share Distributions shall not bear interest or be segregated into a separate account but shall remain a general asset of the Company, subject to the claims of the Company’s creditors, until the conclusion of the applicable restricted period; and provided, further, that any material breach of any terms of this Award, as reasonably determined by the Committee, will cause a forfeiture of both Target Award Restricted Shares and Restricted Share Distributions.

Target Award Restricted Shares shall constitute issued and outstanding Common Stock for all corporate purposes and, without limitation, Holder shall have all of the rights and privileges of an owner of the Target Award Restricted Shares (including voting rights) except that Holder shall not be entitled to delivery of the certificates evidencing any of the Target Award Restricted Shares, nor the related Restricted Share Distributions, unless and until they become Vested Shares.

7.    Administration of Award. The determinations under, and the interpretations of, any provision of this Award by the Committee shall, in all cases, be in its sole discretion, and shall be final and conclusive.

8.    No Transfers Permitted. Any attempt to assign, alienate, pledge, attach, sell or otherwise transfer or encumber the Target Award Restricted Shares or the rights relating thereto shall be wholly ineffective and, if any such attempt is made, the Target Award Restricted Shares will be forfeited by the Holder and all of the Holder’s rights to such shares shall immediately terminate without any payment or consideration by the Company.

9.    Section 83(b) Election. Holder may elect under Section 83(b) of the Code to include in his or her gross income, for his or her taxable year in which the Target Award Restricted Shares are transferred to such Holder under this Award, the excess of the fair market value (determined without regard to any Restriction other than one which by its terms will never lapse), of such Target Award Restricted Shares at the Date of Grant, over the amount (if any) paid for the Target

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Award Restricted Shares. If the Holder makes the Section 83(b) election described above, the Holder shall (i) make such election in a manner that is satisfactory to the Committee, (ii) provide the Committee with a copy of such election, (iii) agree to promptly notify the Company if any Internal Revenue Service or state tax agent, on audit or otherwise, questions the validity or correctness of such election or of the amount of income reportable on account of such election, and (iv) agree to pay the withholding amounts described in Section 5(a) above.

10.    Interpretation. Any dispute regarding the interpretation of this Award shall be submitted by the Holder or the Company to the Committee for review. The resolution of such dispute by the Committee shall be final and binding on the Holder and the Company. In the event of any inconsistency between the terms and conditions of this Award and any existing employment agreement, service contract or other agreement between the Holder and the Company (each, a “Service Agreement”), the terms and conditions of this Award shall control.

(a)    Headings contained in this Award are for convenience only and shall in no manner be construed as part of this Award.

(b)    Any reference to the masculine, feminine, or neuter gender shall be a reference to such other gender as is appropriate.

11.    Adjustment. Unless the Committee specifically determines otherwise, the Target Award Restricted Shares shall be subject to adjustment or substitution as to the number, or, if applicable, kind of shares of stock or other consideration subject to such Awards or as otherwise determined by the Committee to be equitable (a) in the event of changes in the outstanding Common Stock or in the capital structure of the Company, by reason of stock dividends, stock splits, recapitalizations, reorganizations, mergers, consolidations, combinations, exchanges or other relevant changes in capitalization occurring after the date of the grant of any such Award or (b) in the event of any change in applicable laws or any change in circumstances which results in or would result in any substantial dilution or enlargement of the rights granted to, or available for, the Holder under this Agreement, or which otherwise warrants equitable adjustment because it interferes with the intended operation of the Agreement. The Company shall give each Holder notice of an adjustment hereunder and, upon notice, such adjustment shall be conclusive and binding for all purposes.

12.    Amendment. The Committee has the right to amend, alter, suspend, discontinue or cancel any unvested Target Award Restricted Shares granted under this Agreement, prospectively or retroactively; provided, that, no such amendment, shall adversely affect the Holder’s material rights or vested Target Award Restricted Shares under this Agreement without the Holder’s consent.

13.    Assignment. The Company may assign any of its rights under this Award. This Award will be binding upon and inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer set forth in this Award, this Award will be binding upon the Holder and the Holder’s beneficiaries, executors, administrators and the person(s) to whom the Target Award Restricted Shares may be transferred by will or the laws of descent or distribution.

14.    Waiver. No delay or omission by the Company in exercising any right under this Award shall operate as a waiver of that or any other right. A waiver or consent given by the Company on any one occasion shall be effective only in that instance and shall not be construed as a bar or waiver of any right on any other occasion.

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15.    JURY WAIVER. IN ANY CIVIL ACTION, COUNTERCLAIM, OR PROCEEDING, WHETHER AT LAW OR IN EQUITY, WHICH ARISES OUT OF, CONCERNS, OR RELATES TO THIS AGREEMENT, ANY AND ALL TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, THE PERFORMANCE OF THIS AGREEMENT, OR THE RELATIONSHIP CREATED BY THIS AGREEMENT, WHETHER SOUNDING IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, TRIAL SHALL BE TO A COURT OF COMPETENT JURISDICTION AND NOT TO A JURY. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY. ANY PARTY MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS AGREEMENT WITH ANY COURT, AS WRITTEN EVIDENCE OF THE CONSENT OF THE COMPANY AND HOLDER OF THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY. NEITHER PARTY HAS MADE OR RELIED UPON ANY ORAL REPRESENTATIONS TO OR BY ANY OTHER PARTY REGARDING THE ENFORCEABILITY OF THIS PROVISION. EACH PARTY HAS READ AND UNDERSTANDS THE EFFECT OF THIS JURY WAIVER PROVISION. EACH PARTY ACKNOWLEDGES THAT IT HAS BEEN ADVISED BY ITS OWN COUNSEL WITH RESPECT TO THE TRANSACTION GOVERNED BY THIS AGREEMENT AND SPECIFICALLY WITH RESPECT TO THE TERMS OF THIS SECTION.

16.    Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, and a complete set of which, when taken together, shall constitute one and the same document. Confirmation of execution by electronic transmission of a facsimile or .pdf signature page shall be binding, and each party hereby irrevocably waives any objection that it has or may have in the future as to the validity of any such electronic transmission of a signature page.

17.    Entire Agreement. This Agreement and the defined terms referenced in the Plan constitute the sole and entire agreement of the parties with respect to the subject matter of this Agreement and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to such subject matter.

18.    Severability. The invalidity or unenforceability of any provision of this Award shall not affect the validity or enforceability of any other provision of this Award, and each provision of this Award shall be severable and enforceable to the extent permitted by law.

19.    Governing Law, Venue and Jurisdiction. This Award shall be governed in all respects by the laws of the State of Texas without regard to conflicts-of-law principles. Any civil action or legal proceeding arising out of or relating to this Award shall be brought in the courts of record of the State of Texas in Dallas County, Texas. Each party consents to the jurisdiction of such Texas court in any such civil action or legal proceeding and waives any objection to the laying of venue of any such civil action or legal proceeding in such Texas court. Service of any court paper may be affected on such party by mail, as provided in this Award, or in such other manner as may be provided under applicable laws, rules of procedure or local rules.

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20.    No Impact on Other Benefits. The value of the Holder’s Target Award Restricted Shares granted under this Award is not part of her normal or expected compensation for purposes of calculating any severance, retirement, welfare, insurance or similar employee benefit.

21.    Acceptance. The Holder hereby acknowledges receipt of a copy of this Agreement. The Holder has read and understands the terms and provisions this Agreement, and accepts the Target Award Restricted Shares granted under this Agreement subject to all of the terms and conditions of this Agreement. The Holder acknowledges that there may be tax consequences upon the grant, vesting, or exercise of the Target Award Restricted Shares granted under this Award and/or the disposition of the underlying shares and that the Holder has been advised to consult a tax advisor prior to such grant, vesting, or disposition.

22.    Further Instruments. The Company and the Holder agree to execute such further instruments and to take such further action as may reasonably be necessary to carry out the intent of this Award.

23.    Notices. Any notice required to be delivered to the Company under this Award shall be in writing and addressed to the Chief Executive Officer of the Company at the Company’s principal corporate offices. Any notice required to be delivered to the Holder under this Award shall be in writing and addressed to the Holder at the Holder’s address as shown in the records of the Company. Either party may designate another address by delivering notice of such designation in accordance with this Section.

24.    Section 409A. This Agreement is intended to be interpreted and applied so that the Target Award Restricted Shares set forth herein shall either be exempt from the requirements of Section 409A, or shall comply with the requirements of Section 409A, and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be exempt from or in compliance with Section 409A.

{Signature page follows.}

The Company and the Holder have executed this Performance Award Agreement as of the Effective Date.

COMPANY: CAPITAL SENIOR LIVING, INC. HOLDER:

By: /s/ Kimberly S. Lody /s/ Brandon Ribar

Kimberly S. Lody	Brandon Ribar
President and Chief Executive Officer

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Assignment Separate From Certificate

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto Capital Senior Living Corporation the Target Award Restricted Shares subject to this Award, standing in the undersigned’s name on the books of said Capital Senior Living Corporation, represented by a Stock Certificate herewith and do hereby irrevocably constitute and appoint the corporate secretary of Capital Senior Living Corporation as attorney to transfer the said stock on the books of Capital Senior Living Corporation with full power of substitution in the premises.

Dated: September 10, 2019

/s/ Brandon Ribar

Brandon Ribar, Holder

ACKNOWLEDGMENT

The undersigned hereby acknowledges (i) my receipt of this Award, (ii) my opportunity to discuss this Award with a representative of the Company, and my personal advisors, to the extent I deem necessary or appropriate, (iii) my understanding of the terms and provisions of this Award, and (iv) my understanding that, by my signature below, I am agreeing to be bound by all of the terms and provisions of this Award.

Without limitation, I agree 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 Award.

Dated: September 10, 2019

/s/ Brandon Ribar

Brandon Ribar, Holder

EX-10.3

Exhibit 10.3

SIGN-ON RESTRICTED STOCK AWARD

FOR

CAPITAL SENIOR LIVING CORPORATION

This Restricted Stock Award Agreement (this “Agreement”) sets forth the terms of a RESTRICTED STOCK AWARD (“Award”) granted on September 10, 2019 (“Date of Grant” or the “Effective Date”), by Capital Senior Living Corporation, a Delaware Corporation (the “Company”), to Brandon Ribar (the “Holder”). This Award is made as an inducement to the Holder to accept employment with the Company and as such is not subject to the terms and provisions of the 2019 Omnibus Stock and Incentive Plan For Capital Senior Living Corporation, as may be amended subsequent to the Date of Grant (the “Plan”); however, capitalized terms used but not defined in this Agreement shall have the meanings ascribed to them in the Plan.

RECITALS

A.    The Company and Holder entered into that certain employment agreement dated September 10, 2019 (the “Employment Agreement”).

B.    The Committee has determined that it is in its best interest to offer the Holder this Award as an inducement to the Holder to accept employment with the Company.

C.    Holder wishes to accept such Award on the terms and subject to the conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual promises set forth in this Agreement, and for other good and valuable consideration, the adequacy of which is acknowledged by the parties’ execution of this Agreement, the Company and the Holder agree as follows:

1.    Restricted Share Award. The Company hereby sells, transfers, assigns and delivers to the Holder an aggregate of 25,000 Shares as of the Date of Grant (“Award Restricted Shares”) on the terms and conditions set forth in this Agreement, including, without limitation, the Restriction more specifically set forth in Section 4, below, subject only to Holder’s execution of this Agreement.

2.    Vesting of Award Restricted Shares. The Restriction on the specified percentage of Award Restricted Shares shall lapse (Award Restricted Shares with respect to which the Restriction has lapsed are Vested and herein referred to as “Vested Shares”) on the earlier of (1) the dates set forth in the following Vesting schedule:

(i)    33% of the Award Restricted Shares shown in Section 1, on the 1st anniversary of the Date of Grant; and

(ii)    33% of the Award Restricted Shares shown in Section 1 on the 2nd anniversary of the Date of Grant; and

(iii)    34% of the Award Restricted Shares shown in Section 1 on the 3rd anniversary of the Date of Grant;

so that, without limitation, the Restriction on all of the Award Restricted Shares will have lapsed no later than the third anniversary of the Date of Grant.

3.    Change in Control. Award Restricted Shares shall not automatically become Vested Shares on a Change in Control. Notwithstanding any provision herein to the contrary, (i) if the Committee has made a provision for the substitution, assumption, exchange or other continuation of the Award in connection with a Change in Control, then in the event that the Holder’s Continuous Service is terminated by the Company other than for Cause (as defined in the Employment Agreement) or by the Holder for Good Reason (as defined in the Employment Agreement), in each case within one (1) year following the occurrence of the Change in Control, the unvested Award shall immediately fully vest; or (ii) if the Committee has not made a provision for the substitution, assumption, exchange or other continuation of the Award in connection with a Change in Control, the unvested Award shall fully vest immediately prior to the Change in Control.

4.    Restriction – Forfeiture of Award Restricted Shares. The Award Restricted Shares are each subject to the restriction (“Restriction”) that all rights of Holder to any Award Restricted Shares which have not become Vested Shares shall, automatically and without notice, terminate and be permanently forfeited on the date Holder’s Continuous Service with the Company ceases for any reason.

For purposes of this Agreement, “Continuous Service” means the Holder’s service with the Company, whether as an employee, consultant or director, is not interrupted or terminated, other than for temporary absences, including, without limitation, reasonable vacation time, sick leave, military leave or any other personal or family leave of absence. The Holder’s Continuous Service shall not be deemed to have terminated merely because of a change in the capacity in which the Holder renders service to the Company as an employee, consultant or director or a change in the entity for which the Holder renders such service, provided that there is no interruption or termination of the Holder’s Continuous Service; and provided further that if any Award is subject to Section 409A of the Code, this sentence shall only be given effect to the extent consistent with Section 409A of the Code.

5.    Tax Liability and Withholding.

a.    Payment of Taxes. The Holder shall be required to pay to the Company, and the Company shall have the right to deduct from any compensation paid to the Holder pursuant to this Agreement, the amount of any required withholding taxes in respect of the Award Restricted Shares granted under this Agreement and to take all such other action as the Committee deems necessary to satisfy all obligations for the payment of such withholding taxes. The Committee may permit the Holder to satisfy any federal, state or local tax withholding obligation by any of the following means, or by a combination of such means: (i) tendering a cash payment; (ii) authorizing the Company to withhold shares of Common Stock from the shares of Common Stock otherwise issuable or deliverable to the Holder as a result of the vesting of the Award Restricted Shares; provided, however, that no shares of Common Stock shall be withheld with a value exceeding the minimum amount of tax required to be withheld by law; or (iii) delivering to the Company previously owned and unencumbered shares of Common Stock.

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b.    Liability. Notwithstanding any action the Company takes with respect to any or all income tax, social insurance, payroll tax, or other tax-related withholding (“Tax-Related Items”), the ultimate liability for all Tax-Related Items is and remains the Holder’s responsibility and the Company (a) makes no representation or undertakings regarding the treatment of any Tax-Related Items in connection with the grant, or vesting of the Award Restricted Shares or the subsequent sale of any shares; and (b) does not commit to structure the Award Restricted Shares to reduce or eliminate the Holder’s liability for Tax-Related Items.

6.    Issuance of Shares. During the Restricted Period (as defined in the Plan), the certificates representing the Award Restricted Shares, and any Restricted Share Distributions (i.e., dividends, which will be subject to the same Restriction, terms, and conditions as the related Award Restricted Shares), shall be registered in the Holder’s name and bear a restrictive legend disclosing the Restriction and the existence of this Award. Such certificates shall be deposited by the Holder with the Company, together with stock powers or other instruments of assignment, each endorsed in blank, which will permit the transfer to the Company of all or any portion of the Award Restricted Shares, and any assets constituting Restricted Share Distributions, which shall be subject to forfeiture in accordance with the terms of this Award. The Company will retain custody of all related Restricted Share Distributions unless and until Holder is entitled to receive the certificates for the related Vested Shares; provided, however, that any Restricted Share Distributions shall not bear interest or be segregated into a separate account but shall remain a general asset of the Company, subject to the claims of the Company’s creditors, until the conclusion of the applicable restricted period; and provided, further, that any material breach of any terms of this Award, as reasonably determined by the Committee, will cause a forfeiture of both Award Restricted Shares and Restricted Share Distributions.

Award Restricted Shares shall constitute issued and outstanding Common Stock for all corporate purposes and, without limitation, Holder shall have all of the rights and privileges of an owner of the Award Restricted Shares (including voting rights) except that Holder shall not be entitled to delivery of the certificates evidencing any of the Award Restricted Shares, nor the related Restricted Share Distributions, unless and until they become Vested Shares.

7.    Administration of Award. The determinations under, and the interpretations of, any provision of this Award by the Committee shall, in all cases, be in its sole discretion, and shall be final and conclusive.

8.    No Transfers Permitted. Any attempt to assign, alienate, pledge, attach, sell or otherwise transfer or encumber the Award Restricted Shares or the rights relating thereto shall be wholly ineffective and, if any such attempt is made, the Award Restricted Shares will be forfeited by the Holder and all of the Holder’s rights to such shares shall immediately terminate without any payment or consideration by the Company.

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9.    Section 83(b) Election. Holder may elect under Section 83(b) of the Code to include in his or her gross income, for his or her taxable year in which the Award Restricted Shares are transferred to such Holder under this Award, the excess of the fair market value (determined without regard to any Restriction other than one which by its terms will never lapse), of such Award Restricted Shares at the Date of Grant, over the amount (if any) paid for the Award Restricted Shares. If the Holder makes the Section 83(b) election described above, the Holder shall (i) make such election in a manner that is satisfactory to the Committee, (ii) provide the Committee with a copy of such election, (iii) agree to promptly notify the Company if any Internal Revenue Service or state tax agent, on audit or otherwise, questions the validity or correctness of such election or of the amount of income reportable on account of such election, and (iv) agree to pay the withholding amounts described in Section 5(a) above.

10.    Interpretation. Any dispute regarding the interpretation of this Award shall be submitted by the Holder or the Company to the Committee for review. The resolution of such dispute by the Committee shall be final and binding on the Holder and the Company. In the event of any inconsistency between the terms and conditions of this Award and any existing employment agreement, service contract or other agreement between the Holder and the Company (each, a “Service Agreement”), the terms and conditions of this Award shall control.

(a)    Headings contained in this Award are for convenience only and shall in no manner be construed as part of this Award.

(b)    Any reference to the masculine, feminine, or neuter gender shall be a reference to such other gender as is appropriate.

11.     Adjustment. Unless the Committee specifically determines otherwise, the Award Restricted Shares shall be subject to adjustment or substitution as to the number, or, if applicable, kind of shares of stock or other consideration subject to such Awards or as otherwise determined by the Committee to be equitable (a) in the event of changes in the outstanding Common Stock or in the capital structure of the Company, by reason of stock dividends, stock splits, recapitalizations, reorganizations, mergers, consolidations, combinations, exchanges or other relevant changes in capitalization occurring after the date of the grant of any such Award or (b) in the event of any change in applicable laws or any change in circumstances which results in or would result in any substantial dilution or enlargement of the rights granted to, or available for, the Holder under this Agreement, or which otherwise warrants equitable adjustment because it interferes with the intended operation of the Agreement. The Company shall give each Holder notice of an adjustment hereunder and, upon notice, such adjustment shall be conclusive and binding for all purposes.

12.    Amendment. The Committee has the right to amend, alter, suspend, discontinue or cancel any unvested Award Restricted Shares granted under this Agreement, prospectively or retroactively; provided, that, no such amendment, shall adversely affect the Holder’s material rights or vested Award Restricted Shares under this Agreement without the Holder’s consent.

13.    Assignment. The Company may assign any of its rights under this Award. This Award will be binding upon and inure to the benefit of the successors and assigns of the Company. Subject

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to the restrictions on transfer set forth in this Award, this Award will be binding upon the Holder and the Holder’s beneficiaries, executors, administrators and the person(s) to whom the Award Restricted Shares may be transferred by will or the laws of descent or distribution.

14.    Waiver. No delay or omission by the Company in exercising any right under this Award shall operate as a waiver of that or any other right. A waiver or consent given by the Company on any one occasion shall be effective only in that instance and shall not be construed as a bar or waiver of any right on any other occasion.

15.     JURY WAIVER. IN ANY CIVIL ACTION, COUNTERCLAIM, OR PROCEEDING, WHETHER AT LAW OR IN EQUITY, WHICH ARISES OUT OF, CONCERNS, OR RELATES TO THIS AGREEMENT, ANY AND ALL TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, THE PERFORMANCE OF THIS AGREEMENT, OR THE RELATIONSHIP CREATED BY THIS AGREEMENT, WHETHER SOUNDING IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, TRIAL SHALL BE TO A COURT OF COMPETENT JURISDICTION AND NOT TO A JURY. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY. ANY PARTY MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS AGREEMENT WITH ANY COURT, AS WRITTEN EVIDENCE OF THE CONSENT OF THE COMPANY AND HOLDER OF THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY. NEITHER PARTY HAS MADE OR RELIED UPON ANY ORAL REPRESENTATIONS TO OR BY ANY OTHER PARTY REGARDING THE ENFORCEABILITY OF THIS PROVISION. EACH PARTY HAS READ AND UNDERSTANDS THE EFFECT OF THIS JURY WAIVER PROVISION. EACH PARTY ACKNOWLEDGES THAT IT HAS BEEN ADVISED BY ITS OWN COUNSEL WITH RESPECT TO THE TRANSACTION GOVERNED BY THIS AGREEMENT AND SPECIFICALLY WITH RESPECT TO THE TERMS OF THIS SECTION.

16.    Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, and a complete set of which, when taken together, shall constitute one and the same document. Confirmation of execution by electronic transmission of a facsimile or .pdf signature page shall be binding, and each party hereby irrevocably waives any objection that it has or may have in the future as to the validity of any such electronic transmission of a signature page.

17.    Entire Agreement. This Agreement and the defined terms referenced in the Plan constitute the sole and entire agreement of the parties with respect to the subject matter of this Agreement and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to such subject matter.

18.    Severability. The invalidity or unenforceability of any provision of this Award shall not affect the validity or enforceability of any other provision of this Award, and each provision of this Award shall be severable and enforceable to the extent permitted by law.

19.    Governing Law, Venue and Jurisdiction. This Award shall be governed in all respects by the laws of the State of Texas without regard to conflicts-of-law principles. Any civil action or legal proceeding arising out of or relating to this Award shall be brought in the courts of record of the State of Texas in Dallas County, Texas. Each party consents to the jurisdiction of such Texas

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court in any such civil action or legal proceeding and waives any objection to the laying of venue of any such civil action or legal proceeding in such Texas court. Service of any court paper may be affected on such party by mail, as provided in this Award, or in such other manner as may be provided under applicable laws, rules of procedure or local rules.

20.    No Impact on Other Benefits. The value of the Holder’s Award Restricted Shares granted under this Award is not part of her normal or expected compensation for purposes of calculating any severance, retirement, welfare, insurance or similar employee benefit.

21.    Acceptance. The Holder hereby acknowledges receipt of a copy of this Agreement. The Holder has read and understands the terms and provisions this Agreement, and accepts the Award Restricted Shares granted under this Agreement subject to all of the terms and conditions of this Agreement. The Holder acknowledges that there may be tax consequences upon the grant, vesting, or exercise of the Award Restricted Shares granted under this Award and/or the disposition of the underlying shares and that the Holder has been advised to consult a tax advisor prior to such grant, vesting, or disposition.

22.    Further Instruments. The Company and the Holder agree to execute such further instruments and to take such further action as may reasonably be necessary to carry out the intent of this Award.

23.    Notices. Any notice required to be delivered to the Company under this Award shall be in writing and addressed to the Chief Executive Officer of the Company at the Company’s principal corporate offices. Any notice required to be delivered to the Holder under this Award shall be in writing and addressed to the Holder at the Holder’s address as shown in the records of the Company. Either party may designate another address by delivering notice of such designation in accordance with this Section.

24.    Section 409A. This Agreement is intended to be interpreted and applied so that the Award Restricted Shares set forth herein shall either be exempt from the requirements of Section 409A, or shall comply with the requirements of Section 409A, and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be exempt from or in compliance with Section 409A.

{Signature page follows.}

The Company and the Holder have executed this Restricted Stock Award as of the Effective Date.

COMPANY: CAPITAL SENIOR LIVING, INC. HOLDER:

By: /s/ Kimberly S. Lody /s/ Brandon Ribar

Kimberly S. Lody	Brandon Ribar
President and Chief Executive Officer

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Assignment Separate From Certificate

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto Capital Senior Living Corporation the Award Restricted Shares subject to this Award, standing in the undersigned’s name on the books of said Capital Senior Living Corporation, represented by a Stock Certificate herewith and do hereby irrevocably constitute and appoint the corporate secretary of Capital Senior Living Corporation as attorney to transfer the said stock on the books of Capital Senior Living Corporation with full power of substitution in the premises.

Dated: September 10, 2019

/s/ Brandon Ribar

Brandon Ribar, Holder

ACKNOWLEDGMENT

The undersigned hereby acknowledges (i) my receipt of this Award, (ii) my opportunity to discuss this Award with a representative of the Company, and my personal advisors, to the extent I deem necessary or appropriate, (iii) my understanding of the terms and provisions of this Award, and (iv) my understanding that, by my signature below, I am agreeing to be bound by all of the terms and provisions of this Award.

Without limitation, I agree 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 Award.

Dated as of this 10^th day of September, 2019.

/s/ Brandon Ribar

Brandon Ribar, Holder

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EX-99.1

Exhibit 99.1

	Investor Contact: Carey Hendrickson, Chief Financial Officer 972-770-5600, chendrickson@capitalsenior.com
FOR IMMEDIATE RELEASE	Press Contact:
	Susan J. Turkell, 303-766-4343, sturkell@pairelations.com

CAPITAL SENIOR LIVING NAMES BRANDON M. RIBAR CHIEF OPERATING OFFICER

Experienced Healthcare Operations Executive to Join Senior Management Team

DALLAS, September 10, 2019… Capital Senior Living (NYSE:CSU), one of the nation’s largest operators of senior living communities, announced today the appointment of Brandon M. Ribar as chief operating officer.

Ribar brings extensive experience in healthcare operations to the Company. For nearly 10 years, he held several key operational-focused roles of increasing responsibility at Golden Living, a $3 billion post-acute healthcare provider. In his most recent role as senior vice president, operations, Ribar was responsible for overseeing operations of 305 skilled nursing and assisted living centers across 21 states, encompassing 20,000 employees. He developed and executed key strategies to drive top- and bottom-line growth and stabilized operating performance. During his tenure, admissions increased by more than 25 percent. Additionally, he restructured and streamlined overhead support functions, resulting in approximately $20 million in annualized savings, which also contributed to the company’s operational stabilization.

While at Golden Living, Ribar also served as senior vice president, operational finance and strategy. In this position, he led corporate and business line strategic initiatives across four primary operating companies within the portfolio, including those providing skilled nursing, rehabilitation, home health and hospice services. He managed a team of more than two dozen finance professionals within a centralized operations finance function that spanned recruiting, training and performance management.

When he joined Golden Living in 2009 as senior vice president, corporate strategy and business development, he directed its corporate capital investment strategy, and led the implementation of several business intelligence, clinical informatics, and CRM technology platforms to drive strong patient outcomes and improve key operating metrics. He implemented a strategic capital deployment program on behalf of the company’s private equity owners to reinvest an average of $85 million across its real estate portfolio.

Earlier in his career, Ribar was vice president of healthcare investments for Fillmore Capital Partners, a real estate private equity firm with more than $5 billion under management. He oversaw sourcing, underwriting, negotiating and closing of all healthcare investments within both joint and separate account investment funds, totaling $3.9 billion in assets under management.

“Brandon brings significant operational experience in both healthcare and real estate to his new role as chief operating officer with Capital Senior Living. He has a proven track record of driving enterprise-wide revenue, operational excellence, and cost management, which we believe will strengthen our company and its performance. We welcome Brandon to the team and look forward to his contributions and leadership,” said Kimberly S. Lody, chief executive officer and president at Capital Senior Living.

Ribar added: “As chief operating officer, my immediate focus will be to ensure the continued excellence of Capital Senior Living’s resident and customer experience by working in partnership with the talented and dedicated teams in our communities. I am confident that working closely with Kim, the senior management team and our dedicated colleagues throughout the country, we will have a positive impact on enhancing the company’s operational performance. I believe my expertise will complement the exciting initiatives the team has already implemented since Kim’s joining at the beginning of this year, and which are beginning to affect change. I welcome the chance to contribute to the strength and growth of Capital Senior Living.”

Ribar lives in Dallas with his wife and two children, and earned a Bachelor of Science and Commerce degree in operations management information systems from Santa Clara University in Santa Clara, Calif.

About Capital Senior Living

Dallas-based Capital Senior Living Corporation is one of the nation’s largest operators of independent living, assisted living and memory care communities for senior adults. The Company’s 128 communities are home to nearly 12,000 residents across 23 states and provide compassionate, resident-centric service and care as well as engaging programming. Capital Senior Living affords seniors the freedom and opportunity to successfully, comfortably and happily age in place. For more information, visit www.capitalsenior.com or connect with the company on Facebook.

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