THE PENNANT GROUP, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • August 19th, 2019 • Pennant Group, Inc. • Services-skilled nursing care facilities • Delaware
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is effective as of , 2019, by and between The Pennant Group, Inc., a Delaware corporation (the “Company”), and , an individual (the “Indemnitee”).
MASTER LEASEMaster Lease • August 19th, 2019 • Pennant Group, Inc. • Services-skilled nursing care facilities • New York
CREDIT AGREEMENT dated as of [ ● ], 2019 among THE PENNANT GROUP, INC. as Borrower THE LENDERS FROM TIME TO TIME PARTY HERETO and SUNTRUST BANK as Administrative Agent SUNTRUST ROBINSON HUMPHREY, INC., BOFA SECURITIES, INC. and REGIONS SECURITIES LLC...Credit Agreement • August 19th, 2019 • Pennant Group, Inc. • Services-skilled nursing care facilities • New York
THIS CREDIT AGREEMENT (as amended, restated, amended and restated, supplemented, or otherwise modified from time to time, this “Agreement”) is made and entered into as of [ ● ], 2019, by and among THE PENNANT GROUP, INC., a Delaware corporation (the “Borrower”), the several banks and other financial institutions and lenders from time to time party hereto (the “Lenders”) and SUNTRUST BANK, in its capacity as administrative agent for the Lenders (in such capacity, the “Administrative Agent”), as issuing bank (in such capacity, an “Issuing Bank”) and as swingline lender (in such capacity, the “Swingline Lender”).
EMPLOYEE MATTERS AGREEMENTEmployee Matters Agreement • August 19th, 2019 • Pennant Group, Inc. • Services-skilled nursing care facilities • Delaware
This EMPLOYEE MATTERS AGREEMENT (this “Agreement”) is made and entered into as of [•], 2019, by and between The Pennant Group, Inc., a Delaware corporation (“SpinCo”), and The Ensign Group, Inc., a Delaware corporation (“RemainCo” and with SpinCo each, individually, a “Party”, and, collectively, the “Parties”). Capitalized terms used in this Agreement, but not defined, shall have the meanings ascribed to them in the Master Separation Agreement, dated as of [•], 2019, by and between SpinCo and RemainCo (as amended from time to time, the “Distribution Agreement”).
TAX MATTERS AGREEMENTTax Matters Agreement • August 19th, 2019 • Pennant Group, Inc. • Services-skilled nursing care facilities
THIS TAX MATTERS AGREEMENT is dated as of [ ], 2019, by and among The Ensign Group, Inc. (“Ensign”), a Delaware corporation, by and on behalf of itself and each Affiliate of Ensign (as determined after the Distribution), and The Pennant Group, Inc., a Delaware corporation, and currently a direct, subsidiary of Ensign (“SpinCo”), by and on behalf of itself and each Affiliate of SpinCo (as determined after the Distribution). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in the Master Separation Agreement, dated as of [ ], 2019 (the “Separation Agreement”).
MASTER SEPARATION AGREEMENT by and between THE ENSIGN GROUP, INC. and THE PENNANT GROUP, INC. dated as ofMaster Separation Agreement • August 19th, 2019 • Pennant Group, Inc. • Services-skilled nursing care facilities • Delaware
This MASTER SEPARATION AGREEMENT (this “Agreement”) is entered into as of [______], 2019, by and between THE ENSIGN GROUP, INC., a Delaware corporation (“Ensign”) and THE PENNANT GROUP, INC., a Delaware corporation and a direct, wholly-owned subsidiary of Ensign (“Pennant”). Ensign and Pennant are sometimes referred to herein individually as a “Party,” and collectively as the “Parties.” Capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in Section 1.1.
TRANSITION SERVICES AGREEMENT by and between THE ENSIGN GROUP, INC. and THE PENNANT GROUP, INC. dated as ofTransition Services Agreement • August 19th, 2019 • Pennant Group, Inc. • Services-skilled nursing care facilities • Delaware
RESTRICTED STOCK UNIT AGREEMENT PURSUANT TO THE THE PENNANT GROUP, INC.Restricted Stock Unit Agreement • August 19th, 2019 • Pennant Group, Inc. • Services-skilled nursing care facilities • Delaware
THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between The Pennant Group, Inc. (the “Company”), and the Participant specified above, pursuant to The Pennant Group, Inc. 2019 Omnibus Incentive Plan, as in effect and as amended from time to time (the “Plan”);
