Current Report Filing (8-k)

Kindred Healthcare, Inc.

Date: July 25, 2014

/s/ Joseph L. Landenwich

Joseph L. Landenwich

Co-General Counsel and Corporate Secretary

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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): July 25, 2014

KINDRED HEALTHCARE, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-14057

61-1323993

(State or other jurisdiction

of incorporation or organization)

(Commission

File Number)

(IRS Employer

Identification No.)

680 South Fourth Street

Louisville, Kentucky

40202-2412

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (502) 596-7300

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 to the registrant under any of the following provisions:

¨	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))

Item 8.01. Other Events.

The Board of Directors of Kindred Healthcare, Inc. (the “Company”) approved the Kindred Healthcare, Inc. 2011 Stock Incentive Plan, Amended and Restated (the “Plan”) on March 26, 2014 to, among other things, increase the number of shares of the Company’s common stock, par value $0.25, that may be issued thereunder by 2,700,000 and, with respect to grants of stock options and restricted stock awards made after the amendment, eliminate “single trigger” vesting in the event of a change in control of the Company in favor of “double trigger” vesting. The Company’s shareholders approved the Plan on May 22, 2014. Attached hereto as Exhibits 10.1 through 10.5 are the form of equity award agreements under the Plan.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits


Exhibit 10.1		Form of Restricted Share Award Agreement under the Kindred Healthcare, Inc. 2011 Stock Incentive Plan, Amended and Restated.

Exhibit 10.2		Form of Performance Unit Award Agreement under the Kindred Healthcare, Inc. 2011 Stock Incentive Plan, Amended and Restated.

Exhibit 10.3		Form of Incentive Stock Option Grant Agreement under the Kindred Healthcare, Inc. 2011 Stock Incentive Plan, Amended and Restated.

Exhibit 10.4		Form of Non-Qualified Stock Option Grant Agreement under the Kindred Healthcare, Inc. 2011 Stock Incentive Plan, Amended and Restated.

Exhibit 10.5		Form of Stock Bonus Award Agreement under the Kindred Healthcare, Inc. 2011 Stock Incentive Plan, Amended and Restated.

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 hereto duly authorized.

Exhibit 10.1

RESTRICTED SHARE AWARD AGREEMENT

THIS AGREEMENT, made as of this day of , 20 between Kindred Healthcare, Inc., a Delaware corporation and its successors (the “Company”), and (the “Participant”).

WHEREAS, the Company adopted and maintains the Kindred Healthcare, Inc. 2011 Stock Incentive Plan, Amended and Restated (the “Plan”);

WHEREAS, the Plan provides for the award to participants in the Plan of restricted shares of common stock of Kindred Healthcare, Inc., par value $0.25 per share (the “Common Stock”).

NOW THEREFORE, in consideration of the premises and the mutual covenants hereinafter set forth, the parties hereto hereby agree as follows:

1. Grant of Restricted Stock. Pursuant and subject to the terms and conditions set forth herein and in the Plan, the Company hereby grants to the Participant ( ) shares of Common Stock (the “Shares,” and this grant shall be referred to herein as the “Award”). The Shares shall vest only in accordance with the provisions of this Agreement and of the Plan. The certificates representing the Shares, together with stock powers duly authorized in blank by the Participant, shall be deposited with the Company to be held by it until the Shares vest in accordance with Section 3 hereof or are forfeited in accordance with Section 4. All capitalized terms used herein and not defined herein shall have the meanings assigned to them in the Plan.

2. Non-Transferability. Prior to the vesting of the Shares as described in Section 3 hereof, neither the Shares nor the rights represented thereby shall be assignable, transferable, pledged or otherwise encumbered under any circumstances. Any purported or attempted transfer of such Shares or such rights in contravention of this Section 2 shall be null and void and shall result in the immediate forfeiture of the Shares.

3. Vesting of Shares.

(a) Except as provided in Section 3(b) and Section 4, the Shares subject to this Award shall vest and become fully transferable without restriction according to the following schedule:

(i)

of the Shares subject to this Award shall vest , .

(ii)

An additional of the Shares subject to this Award shall vest on , .

(iii)

An additional of the Shares subject to this Award shall vest on , .

(iv)

An additional of the Shares subject to this Award will vest on , .

(b) Notwithstanding paragraph (a) of this Section 3, in the event that the employment of Participant with the Company is terminated by the Company other than for Cause, or by the Participant for Good Reason, in either case within the 18-month period immediately following a Change in Control, all restrictions on the Shares shall lapse and the Company shall deliver to Participant a certificate representing the Shares; provided, however, in no event may the vesting of any Shares held by a Participant subject to Section 16(b) of the Exchange Act be accelerated until such time as the vesting would not violate Section 16(b).

(c) Notwithstanding paragraphs (a) or (b) of this Section 3, in the event of the death or Disability of the Participant, the Shares shall automatically vest, all restrictions on the Shares shall lapse and the Company shall deliver to Participant a certificate representing the Shares; provided, however, in no event may the vesting of any Shares held by a Participant subject to Section 16(b) of the Exchange Act be accelerated until such time as the vesting would not violate Section 16(b).

4. Forfeiture of Shares. If the employment of the Participant with the Company shall terminate for any reason other than death or Disability, all of the Shares which have not vested in accordance with Section 3 of this Agreement shall be forfeited and reconveyed to the Company by Participant without additional consideration and Participant shall have no further rights with respect thereto.

5. Modification and Waiver. Except as provided in this Agreement and in the Plan with respect to determinations of the Committee and subject to the Company’s right to amend the Plan, neither this Agreement nor any provision hereof can be changed, modified, amended, discharged, terminated or waived orally or by any course of dealing or purported course of dealing, but only by an agreement in writing signed by the Participant and the Company. No such agreement shall extend to or affect any provision of this Agreement not expressly changed, modified, amended, discharged, terminated or waived or impair any right consequent on such a provision. The waiver of or failure to enforce any breach of this Agreement shall not be deemed to be a waiver or acquiescence in any other breach thereof.

6. Rights as Stockholder. Participant shall be considered a stockholder of the Company with respect to all such Shares that have not been forfeited and shall have all rights appurtenant thereto, including the right to vote or consent to all matters that may be presented to the stockholders and to receive all dividends and other distributions paid on such Shares; provided, however, that, with respect to Shares which have not vested in accordance with Section 3 of this Agreement, all dividends or other distributions will be subject to applicable tax withholding requirements and may in the Company’s discretion be paid in accordance with the Company’s regular payroll procedures on Participant’s next regularly scheduled payroll date following the declared payment date. If any dividends or distributions are paid in Common Stock, such Common Stock shall be subject to the same restrictions as the Shares with respect to which it was paid.

7. Adjustment Upon Changes in Common Stock.

(a) In the event of any change in the capitalization of the Company or other corporate change or transaction involving the Company or its securities, the Committee shall, to the extent it deems appropriate, make equitable adjustments in the number and class of shares subject to the Award outstanding on the date on which such change occurs.

(b) In the event of (i) a dissolution or liquidation of the Company, (ii) a sale of all or substantially all of the Company’s assets, (iii) a merger or consolidation involving the Company in which the Company is not the surviving corporation or (iv) a merger or consolidation involving the Company in which the Company is the surviving corporation but the holders of shares of Common Stock receive securities of another corporation and/or other property, including cash, the Committee shall either:

(i) cancel each Share outstanding immediately prior to such event (whether or not then vested), and, in full consideration of such cancellation, pay to the Participant an equitable amount in cash for each Share equal to the value of the property (including cash) received by the holder of a share of Common Stock; or

(ii) provide for the exchange of each Share outstanding immediately prior to such event (whether or not then vested) for an option, a stock appreciation right or a share of restricted stock with respect to, as appropriate, some or all of the property which a holder of the number of shares of Common Stock subject to the Award would have received in such transaction and, incident thereto, make an equitable adjustment in the exercise price of the option or stock appreciation right, or the number of shares or amount of property subject to the option, stock appreciation right or share of restricted stock, or, if appropriate, provide for a cash payment to the Participant in partial consideration for the exchange of the Shares.

8. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Kentucky.

9. Participant Acknowledgment. The Participant hereby acknowledges receipt of a copy of the Plan and a Plan prospectus. The Participant hereby acknowledges that all decisions, determinations and interpretations of the Committee in respect of the Plan, this Agreement and the Shares shall be final and conclusive.

10. Incorporation of Plan. All terms and provisions of the Plan are incorporated herein and made part hereof as if stated herein. If any provision hereof and of the Plan shall be in conflict, the terms of the Plan shall govern.

11. Entire Agreement. This Agreement and the Plan represent the final, complete and total agreement of the parties hereto respecting the Shares and the matters discussed herein and this Agreement supersedes any and all previous agreements and understandings, whether written, oral or otherwise, relating to the Shares and such matters.

12. No Contract of Employment. This Agreement shall not confer upon the Participant any right with respect to the continuation of such Participant’s employment by the Company or prohibit the Company at any time from terminating such employment or increasing or decreasing the base salary or other compensation for such Participant.

13. Recoupment. The Participant acknowledges and agrees that the Company will be entitled to recoup compensation of whatever kind paid by the Company hereunder pursuant to Section 23 of the Plan.

IN WITNESS WHEREOF, the Company has caused this Agreement to be duly executed by its duly authorized officer and said Participant has hereunto signed this Agreement on the Participant’s own behalf, thereby representing that the Participant has carefully read and understands this Agreement and the Plan, as of the day and year first above written.


KINDRED HEALTHCARE, INC.


By:		Stephen D. Farber
Title:		Executive Vice President,
		Chief Financial Officer

Exhibit 10.2

PERFORMANCE UNIT AWARD AGREEMENT

THIS AGREEMENT, made as of this day of , 20 between Kindred Healthcare, Inc., a Delaware corporation and its successors (the “Company”), and (the “Participant”).

WHEREAS, the Company adopted and maintains the Kindred Healthcare, Inc. 2011 Stock Incentive Plan, Amended and Restated (the “Plan”);

WHEREAS, the Plan provides for the award to participants in the Plan of the right to receive shares of common stock of Kindred Healthcare, Inc., par value $0.25 per share (the “Common Stock”), upon the achievement of specified performance targets.

NOW THEREFORE, in consideration of the premises and the mutual covenants hereinafter set forth, the parties hereto hereby agree as follows:

1. Grant of Performance Units. Pursuant and subject to the terms and conditions set forth herein and in the Plan, the Company hereby grants to the Participant Performance Units. The Performance Units shall vest only in accordance with the provisions of this Agreement and of the Plan. All capitalized terms used herein and not defined herein shall have the meanings assigned to them in the Plan.

2. Performance Targets/Performance Period.

(a) The Committee shall establish the Performance Targets applicable to a particular Performance Period within ninety (90) days of the commencement of such Performance Period in accordance with the terms and conditions of Section 9(b) of the Plan. As soon as reasonably practicable following the establishment of such Performance Targets, the Committee shall communicate the Performance Targets to the Participant.

(b) The Performance Periods applicable to the Performance Units during which the Performance Targets shall be measured shall be as follows:

(i) With respect to one-third (1/3) of the Performance Units, the Performance Period shall be calendar year 20 ;

(ii) With respect to one-third (1/3) of the Performance Units, the Performance Period shall be calendar year 20 ; and

(iii) With respect to one-third (1/3) of the Performance Units, the Performance Period shall be calendar year 20 .

(c) As soon as practicable after the end of the applicable Performance Period, the Committee shall determine and certify the extent to which the Performance Targets for such Performance Period were achieved, if at all. If the Performance Targets are achieved in full, and the

Participant remains employed with the Company as of the last day of the applicable Performance Period, the Company shall pay to the Participant an amount equal to the number of Units earned with respect to such Performance Period, such payment to be made as soon as reasonably practicable following the Committee’s certification pursuant to this Section 2(c) of this Agreement, but in no event later than March 15^th of the calendar year immediately following the calendar year in which the relevant Performance Period ends. The Committee may determine, in its sole and absolute discretion, at the time of payment hereunder whether such payment shall be made (a) in cash (equal to the Fair Market Value of a Share multiplied by the number of Performance Units), (b) in Shares or (c) in a combination of cash and Shares.

3. Non-Transferability. No Performance Unit shall be assignable or transferable otherwise than by will or the laws of descent and distribution, in accordance with the terms and conditions of Section 17 of the Plan. Any purported or attempted transfer of a Performance Unit in contravention of this Section 3 shall be null and void and shall result in the immediate forfeiture of the Performance Unit.

4. Consequences Upon Change in Control. In the event that the employment of Participant with the Company is terminated by the Company other than for Cause, or by the Participant for Good Reason, in either case within the 18-month period immediately following a Change in Control, then, to the extent not already vested and paid, the Performance Units shall become fully vested and immediately payable as if the Performance Targets were fully achieved, without any proration.

5. Effect of Termination of Employment.

(a) If the employment of Participant shall terminate with the Company prior to the expiration of the applicable Performance Period for any reason other than for death or Disability, the Performance Units shall immediately terminate and be of no further force or effect.

(b) In the event that the employment of Participant with the Company shall terminate on account of the Disability or death of Participant prior to the expiration of the Performance Period, all Performance Units shall be paid to Participant or Participant’s estate, as the case may be, as if all applicable Performance Targets had been fully achieved; provided that such payment shall be prorated to reflect the portion of the Performance Period during which Participant was employed; provided further that such payment shall be made as soon as reasonably practicable following the date of such termination of employment but in no event later than March 15^th of the calendar year immediately following the calendar year in which such termination occurs.

6. Modification and Waiver. Except as provided in the Plan with respect to determinations of the Committee and subject to the Company’s right to amend the Plan, neither this Agreement nor any provision hereof can be changed, modified, amended, discharged, terminated or waived orally or by any course of dealing or purported course of dealing, but only by an agreement in writing signed by the Participant and the Company. No such agreement shall extend to or affect any provision of this Agreement not expressly changed, modified, amended, discharged, terminated or waived or impair any right consequent on such a provision. The waiver of or failure to enforce any breach of this Agreement shall not be deemed to be a waiver or acquiescence in any other breach thereof.

7. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Kentucky.

8. Participant Acknowledgment. The Participant hereby acknowledges receipt of a copy of the Plan and a Plan prospectus. The Participant hereby acknowledges that all decisions, determinations and interpretations of the Committee in respect of the Plan, this Agreement and the Option shall be final and conclusive.

9. Incorporation of Plan. All terms and provisions of the Plan are incorporated herein and made part hereof as if stated herein. If any provision hereof and of the Plan shall be in conflict, the terms of the Plan shall govern.

10. Entire Agreement. This Agreement and the Plan represent the final, complete and total agreement of the parties hereto respecting the Performance Units and the matters discussed herein and this Agreement supersedes any and all previous agreements and understandings, whether written, oral or otherwise, relating to the Performance Units and such matters.

11. No Contract of Employment. This Agreement shall not confer upon the Participant any right with respect to the continuation of such Participant’s employment by the Company or prohibit the Company at any time from terminating such employment or increasing or decreasing the base salary or other compensation for such Participant.

12. Code Section 409A. Each Performance Unit is intended not to be subject to Section 409A of the Code by reason of being a short-term deferral and shall be interpreted accordingly. In the event any of the payments provided to a Participant pursuant to this Agreement would result in a violation of Section 409A of the Code (including any regulations promulgated thereunder), the Company will use its reasonable best efforts to amend this Agreement in the least restrictive manner necessary in order, where applicable (i) to ensure that such compensation is not considered “nonqualified deferred compensation” for purposes of Section 409A of the Code, or (ii) to comply with the provisions of Section 409A, in each case, where possible, without any diminution in the value of the compensation to be paid or provided to the Participant pursuant to this Agreement; provided, that nothing in this Agreement shall require the Company to provide any gross-up or other tax reimbursement to a Participant in connection with any violation of Section 409A or otherwise.

13. Recoupment. The Participant acknowledges and agrees that the Company will be entitled to recoup compensation of whatever kind paid by the Company hereunder pursuant to Section 23 of the Plan.


KINDRED HEALTHCARE, INC.


By:		Stephen D. Farber
Title:		Executive Vice President,
		Chief Financial Officer

Exhibit 10.3

INCENTIVE STOCK OPTION GRANT AGREEMENT

THIS AGREEMENT, made as of this day of , 20 between Kindred Healthcare, Inc. (the “Company”) and (the “Participant”).

WHEREAS, the Company has adopted and maintains the Kindred Healthcare, Inc. 2011 Stock Incentive Plan, Amended and Restated (the “Plan”) to promote the interests of the Company by providing the employees of the Company, who are largely responsible for the management, growth and protection of the business of the Company, with incentives and rewards to encourage them to continue in the employ of the Company; and

WHEREAS, the Plan provides for the grant to Participants in the Plan of incentive stock options to purchase shares of common stock of Kindred Healthcare, Inc., par value $0.25 per share (the “Common Stock”).

NOW, THEREFORE, in consideration of the premises and the mutual covenants hereinafter set forth, the parties hereto hereby agree as follows:

1. Grant of Options. Pursuant to, and subject to, the terms and conditions set forth herein and in the Plan, the Company hereby grants to the Participant an incentive stock option (the “Option”) with respect to ( ) shares of Common Stock.

2. Grant Date. The Grant Date of the Option hereby granted is , 20 .

3. Incorporation of Plan. All terms, conditions and restrictions of the Plan are incorporated herein and made part hereof as if stated herein. If there is any conflict between the terms and conditions of the Plan and this Agreement, the terms and conditions of the Plan shall govern. All capitalized terms used and not defined herein shall have the meanings given to such terms in the Plan.

4. Exercise Price. The exercise price of each share underlying the Option hereby granted is $ .

5. Vesting Date.

(a) Except as provided in Section 5(b) and Section 6, the Options shall become exercisable as follows:

(i) of the Options shall vest on .

(ii) An additional Options shall vest on .

(iii) An additional Options shall vest on .

(iv) An additional Options shall vest on .

(b) Notwithstanding paragraph (a) of this Section 5, in the event that the employment of Participant with the Company is terminated by the Company other than for Cause, or by the Participant for Good Reason, in either case within the 18-month period immediately following a Change in Control, the Option shall immediately become fully exercisable, and shall remain exercisable for 90 days after such termination, at which time the Option shall expire; provided, however, that the Option shall not be exercisable after the expiration of its term.

6. Expiration Date. Subject to the provisions of the Plan and the terms of this Agreement, the Option shall expire on , . In addition, the following shall apply to the Option:

(i) Except as set forth in Paragraph 5(b) of this Agreement, in the event that the employment of the Participant with the Company shall terminate for any reason other than Disability, Retirement, Cause or death, (A) the Option, to the extent that it is exercisable at the time of such termination, shall remain exercisable for 90 days after such termination, at which time the Option shall expire, and (B) the Option, to the extent that it is not exercisable at the time of such termination, shall expire at the commencement of business on the date of such termination; provided, however, that the Option shall not be exercisable after the expiration of its term.

(ii) In the event that the employment of the Participant with the Company shall terminate on account of the Retirement of the Participant, (A) the Participant shall be entitled to exercise the Option to the extent that the Option is exercisable at the time of such termination, for 90 days after Retirement, and (B) the Option, to the extent that it is not exercisable at the time of such termination, shall expire at the commencement of business on the date of such termination; provided, however, that the Option shall not be exercisable after the expiration of its term.

(iii) In the event that the employment of the Participant with the Company shall terminate on account of the Disability or death of the Participant, the Option shall become immediately fully exercisable and the Participant shall be entitled to exercise the Option at any time within one year after the date of death or determination of Disability; provided, however, that the Option shall not be exercisable after the expiration of its term.

(iv) In the event of the termination of the Participant’s employment for Cause, the Option shall expire at the commencement of business on the date of such termination.

7. Exercise Procedure. Vested portions of the Option may be exercised, in whole or in part, by delivery to the Company’s principal office of a written notice of exercise, to the attention of the Corporate Secretary, no less than three (3) business days in advance of the effective date of the proposed exercise (the “Exercise Date”), setting forth the number of shares of Common Stock with respect to which the Option is to be exercised, the Grant Date of the Option and the Exercise Date and accompanied by full payment of the exercise price and all applicable withholding taxes. Applicable withholding taxes shall be calculated based on the excess of the Fair Market Value of the shares of Common Stock over the exercise price as of the Exercise Date.

8. Adjustment Upon Changes in Common Stock.

(a) In the event of any change in the capitalization of the Company or other corporate change or transaction involving the Company or its securities, the Committee shall make equitable adjustments in the number and class of shares subject to the Options outstanding on the date on which such change occurs and in the exercise price of any such Options.

(i) cancel each Option outstanding immediately prior to such event (whether or not then exercisable), and, in full consideration of such cancellation, pay to the Participant an amount in cash for each share subject to the Option, the excess of (A) the value of the property (including cash), as determined by the Committee in its reasonable discretion, received by the holder of a share of Common Stock as a result of such event over (B) the exercise price of such Option; or

(ii) provide for the exchange of each Option outstanding immediately prior to such event (whether or not then vested or exercisable) for an option, with respect to, as appropriate, some or all of the property which a holder of the number of shares of Common Stock subject to such Option would have received in such transaction and, incident thereto, make an equitable adjustment in the exercise price of the option and/or the number of shares or amount of property subject to the option, or, if appropriate, provide for a cash payment to the Participant in partial consideration for the exchange of the Option.

9. Construction of Agreement. Any provision of this Agreement (or portion thereof) which is deemed invalid, illegal or unenforceable in any jurisdiction shall, as to that jurisdiction and subject to this section, be ineffective to the extent of such invalidity, illegality or unenforceability, without affecting in any way the remaining provisions thereof in such jurisdiction or rendering that or any other provisions of this Agreement invalid, illegal, or unenforceable in any other jurisdiction. No waiver of any provision or violation of this Agreement by the Company shall be implied by the Company’s forbearance or failure to take action.

10. Delays or Omissions. No delay or omission to exercise any right, power or remedy accruing to any party hereto upon any breach or default of any party under this Agreement, shall impair any such right, power or remedy of such party nor shall it be construed to be a waiver of any such breach or default, or an acquiescence therein, or of or in any similar breach or default thereafter occurring nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring. Any waiver, permit, consent or approval of any kind or character on the part of any party of any breach or default under this Agreement, or any waiver on the part of any party or any provisions or conditions of this Agreement, shall be in writing and shall be effective only to the extent specifically set forth in such writing.

11. Limitation on Transfer. During the lifetime of the Participant, the Option shall be exercisable only by the Participant. The Option shall not be assignable or transferable other than by will or by the laws of descent and distribution and in accordance with the Plan.

12. Integration. All terms and provisions of the Plan are incorporated herein and made part hereof as if stated herein. If any provision hereof and of the Plan shall be in conflict, the terms of the Plan shall govern. This Agreement and the Plan represent the final, complete and total agreement of the parties hereto respecting the Performance Units and the matters discussed herein and this Agreement supersedes any and all previous agreements and understandings, whether written, oral or otherwise, relating to the Performance Units and such matters.

13. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument.

14. Governing Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Kentucky without regard to the provisions governing conflict of laws.

15. Participant Acknowledgment. The Participant hereby acknowledges receipt of a copy of the Plan and a Plan prospectus. The Participant hereby acknowledges that all decisions, determinations and interpretations of the Committee in respect of the Plan, this Agreement and the Option shall be final and conclusive.

16. No Contract of Employment. This Agreement shall not confer upon the Participant any right with respect to the continuation of such Participant’s employment by the Company or prohibit the Company at any time from terminating such employment or increasing or decreasing the base salary or other compensation for such Participant.

17. Recoupment. The Participant acknowledges and agrees that the Company will be entitled to recoup compensation of whatever kind paid by the Company hereunder pursuant to Section 23 of the Plan.


KINDRED HEALTHCARE, INC.


By:		Stephen D. Farber
Title:		Executive Vice President,
		Chief Financial Officer

Exhibit 10.4

NON-QUALIFIED

STOCK OPTION GRANT AGREEMENT

THIS AGREEMENT, made as of this day of , 20 between Kindred Healthcare, Inc. (the “Company”) and (the “Participant”).

WHEREAS, the Plan provides for the grant to Participants in the Plan of non-qualified stock options to purchase shares of common stock of Kindred Healthcare, Inc., par value $0.25 per share (the “Common Stock”).

NOW, THEREFORE, in consideration of the premises and the mutual covenants hereinafter set forth, the parties hereto hereby agree as follows:

1. Grant of Options. Pursuant to, and subject to, the terms and conditions set forth herein and in the Plan, the Company hereby grants to the Participant a non-qualified stock option (the “Option”) with respect to ( ) shares of Common Stock of the Company.

2. Grant Date. The Grant Date of the Option hereby granted is , 20 .

4. Exercise Price. The exercise price of each share underlying the Option hereby granted is $ .

5. Vesting Date.

(a) Except as provided in Section 5(b) and Section 6, the Option shall become exercisable as follows:

(i)

of the Options shall vest on .

(ii)

An additional Options shall vest on .

(iii)

An additional Options shall vest on .

(iv)

An additional Options shall vest on .

6. Expiration Date. Subject to the provisions of the Plan and the terms of this Agreement, the Option shall expire on , . In addition, the following shall apply to the Option:

(ii) In the event that the employment of the Participant with the Company shall terminate on account of the Retirement of the Participant, (A) the Participant shall be entitled to exercise the Option to the extent that the Option is exercisable at the time of such termination, for two years after Retirement, and (B) the Option, to the extent that it is not exercisable at the time of such termination, shall expire at the commencement of business on the date of such termination; provided, however, that the Option shall not be exercisable after the expiration of its term.

(iii) In the event that the employment of the Participant with the Company shall terminate on account of the Disability or death of the Participant, the Option shall become immediately fully exercisable and the Participant shall be entitled to exercise the Option at any time within two years after the date of death or determination of Disability; provided, however, that the Option shall not be exercisable after the expiration of its term.

(iv) In the event of the termination of the Participant’s employment for Cause, the Option shall expire at the commencement of business on the date of such termination.

Option and the Exercise Date and accompanied by full payment of the exercise price and all applicable withholding taxes. Applicable withholding taxes shall be calculated based on the excess of the Fair Market Value of the shares of Common Stock over the exercise price as of the Exercise Date.

8. Adjustment Upon Changes in Common Stock.

(ii) provide for the exchange of each Option outstanding immediately prior to such event (whether or not then vested or exercisable) for an option with respect to, as appropriate, some or all of the property which a holder of the number of shares of Common Stock subject to such Option would have received in such transaction and, incident thereto, make an equitable adjustment in the exercise price of the option and/or the number of shares or amount of property subject to the option or, if appropriate, provide for a cash payment to the Participant in partial consideration for the exchange of the Option.

breach or default thereafter occurring nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring. Any waiver, permit, consent or approval of any kind or character on the part of any party of any breach or default under this Agreement, or any waiver on the part of any party or any provisions or conditions of this Agreement, shall be in writing and shall be effective only to the extent specifically set forth in such writing.

13. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument.

14. Governing Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Kentucky without regard to the provisions governing conflict of laws.

17. Recoupment. The Participant acknowledges and agrees that the Company will be entitled to recoup compensation of whatever kind paid by the Company hereunder pursuant to Section 23 of the Plan.

IN WITNESS WHEREOF, the Company has caused this Agreement to be duly executed by its duly authorized officer and said Participant has hereunto signed this Agreement on his own behalf, thereby representing that the Participant has carefully read and understands this Agreement and the Plan as of the day and year first written above.


KINDRED HEALTHCARE, INC.


By:		Stephen D. Farber
Title:		Executive Vice President,
		Chief Financial Officer


Name of Individual

Exhibit 10.5

STOCK BONUS AWARD AGREEMENT

THIS AGREEMENT is made as of this day of , 20 between Kindred Healthcare, Inc., a Delaware corporation and its successors (the “Company”), and (the “Participant”).

WHEREAS, the Company adopted and maintains the Kindred Healthcare, Inc. 2011 Stock Incentive Plan, Amended and Restated (the “Plan”); and

WHEREAS, the Plan provides for the award to participants in the Plan of stock bonuses of common stock of Kindred Healthcare, Inc., par value $0.25 per share (the “Common Stock”).

NOW THEREFORE, in consideration of the premises and the mutual covenants hereinafter set forth, the parties hereto hereby agree as follows:

1. Grant of Stock Bonus. Pursuant and subject to the terms and conditions set forth herein and in the Plan, the Company hereby grants to the Participant ( ) shares of Common Stock (the “Shares,” and this grant shall be referred to herein as the “Award”). All capitalized terms used herein and not defined herein shall have the meanings assigned to them in the Plan.

2. Vesting of Shares. The Shares subject to this Award shall vest and become fully transferable without restriction as of the date hereof and the Company shall promptly deliver to Participant a certificate representing the Shares, subject to any reduction in the number of Shares to satisfy any withholding taxes.

3. Modification and Waiver. Except as provided in the Plan with respect to determinations of the Committee and subject to the Company’s right to amend the Plan, neither this Agreement nor any provision hereof can be changed, modified, amended, discharged, terminated or waived orally or by any course of dealing or purported course of dealing, but only by an agreement in writing signed by the Participant and the Company. No such agreement shall extend to or affect any provision of this Agreement not expressly changed, modified, amended, discharged, terminated or waived or impair any right consequent on such a provision. The waiver of or failure to enforce any breach of this Agreement shall not be deemed to be a waiver or acquiescence in any other breach thereof.

4. Rights as Stockholder. Participant shall be considered a stockholder of the Company with respect to all the Shares and shall have all rights appurtenant thereto, including the right to vote or consent to all matters that may be presented to the stockholders and to receive all dividends and other distributions paid on such Shares.

5. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Kentucky.

6. Participant Acknowledgment. The Participant hereby acknowledges receipt of a copy of the Plan and a Plan prospectus. The Participant hereby acknowledges that all decisions, determinations and interpretations of the Committee in respect of the Plan, this Agreement and the Option shall be final and conclusive.

7. Incorporation of Plan. All terms and provisions of the Plan are incorporated herein and made part hereof as if stated herein. If any provision hereof and of the Plan shall be in conflict, the terms of the Plan shall govern.

8. Entire Agreement. This Agreement and the Plan represent the final, complete and total agreement of the parties hereto respecting the Shares and the matters discussed herein and this Agreement supersedes any and all previous agreements and understandings, whether written, oral or otherwise, relating to the Shares and such matters.

9. No Contract of Employment. This Agreement shall not confer upon the Participant any right with respect to the continuation of such Participant’s employment by the Company or prohibit the Company at any time from terminating such employment or increasing or decreasing the base salary or other compensation for such Participant.

10. Recoupment. The Participant acknowledges and agrees that the Company will be entitled to recoup compensation of whatever kind paid by the Company hereunder pursuant to Section 23 of the Plan.