0001193125-12-217727 Sample Contracts

RESTRICTED SHARE AWARD AGREEMENT
Restricted Share Award Agreement • May 8th, 2012 • Kindred Healthcare, Inc • Services-nursing & personal care facilities • Kentucky

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

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PERFORMANCE UNIT AWARD AGREEMENT
Performance Unit Award Agreement • May 8th, 2012 • Kindred Healthcare, Inc • Services-nursing & personal care facilities • Kentucky

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

AMENDMENT TO MEMORANDUM OF LEASE AND SPECIFIC PROPERTY LEASE AMENDMENT BY AND AMONG KINDRED HEALTHCARE, INC., KINDRED HEALTHCARE OPERATING, INC., AND VENTAS REALTY, LIMITED PARTNERSHIP
Lease And • May 8th, 2012 • Kindred Healthcare, Inc • Services-nursing & personal care facilities

THIS AMENDMENT TO SECOND AMENDED AND RESTATED MASTER LEASE AGREEMENT NO. 3 AND MEMORANDUM OF LEASE (hereinafter this “Amendment” ) is dated as of the 1st day of March 2012 and is between VENTAS REALTY, LIMITED PARTNERSHIP, a Delaware limited partnership (together with its successors and assigns, “Lessor”) having an office at 10350 Ormsby Park Place, Suite 300, Louisville, Kentucky 40223, and KINDRED HEALTHCARE, INC., a Delaware corporation formerly known as Vencor, Inc. (“Kindred”), and KINDRED HEALTHCARE OPERATING, INC., a Delaware corporation formerly known as Vencor Operating, Inc. (“Operator”; Operator, jointly and severally with Kindred and permitted successors and assignees of Operator and Kindred, “Tenant”), both having an office at 680 South 4th Avenue, Louisville, Kentucky 40202.

Ventas Realty, Limited Partnership 10350 Ormsby Park Place Suite 300 Louisville, KY 40223 T 502.357-9000 F 502.357-9029
Master Lease Agreement • May 8th, 2012 • Kindred Healthcare, Inc • Services-nursing & personal care facilities
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