Common use of Change of Control Vesting Clause in Contracts

Change of Control Vesting. The provisions of Section 19 of the Plan shall not apply to your PSUs in the event of a Change of Control of the Company, but your Change of Control Severance Agreement with the Company (“Severance Agreement”), including Section 5 thereof, shall apply to your PSUs. For purposes of this Agreement, Change of Control shall have the meaning given to the term in your Severance Agreement, as it may be amended with respect to such term from time to time. In the event of a Change of Control prior to the end of the Measurement Year, the performance vesting provisions shall be eliminated and your PSUs shall, instead, vest with an Applicable Percentage of one hundred percent (100%) as of the earlier of the Settlement Date or the termination of your employment following the Change of Control under circumstances that would give rise to payment of the Change in Control Severance Amount (as defined in your Severance Agreement). If the performance vesting provisions of this Agreement have been eliminated as provided for herein, your PSUs shall be treated as equivalent Restricted Stock Units having a Period of Restriction ending on the Settlement Date, subject to the terms and conditions of Section 5 of your Change of Control Severance Agreement. If a Change of Control occurs after the end of the Measurement Year, but before the Committee has certified achievement of the performance goals, and you were employed by the Company on the date of the Change of Control, you will have the right, on the Settlement Date, to receive your vested PSU Shares or the dollar value equivalent thereof, at the Company’s option, based on audited financial statements that include the Company’s financial results required for purposes of determining the relative achievement of the performance goals. For purposes of the preceding sentence, the Settlement Date shall be deemed to be the date 3 business days following the date on which the company that survives the Change of Control publicly or privately issues audited financial statements that include results of the Company’s Measurement Year, but in no event shall the Settlement Date be later than ninety (90) days following the end of the Measurement Year. In the event your PSUs are vested upon termination of your employment pursuant to this Paragraph 5 following a Change of Control prior to the end of the Measurement Year, subject to the provisions of Paragraphs 6 and 9 of this Agreement, the Target Number of PSU Shares set forth in your Grant Notice shall be issued to you as of a date that is thirty (30) days following the effective date the termination of your employment.

Change of Control Vesting. The provisions of Section 19 of the Plan shall not apply to your PSUs in In the event of a “Change of Control” (defined herein), this Award shall automatically vest in its entirety immediately prior to the effective date of a Change of Control if the “Acquiror” (defined herein) fails to assume, convert or replace this Award; provided, however, that to the extent distribution would not be permissible under Section 409A of the CompanyCode without adverse tax consequences, but your Change of Control Severance Agreement with then the Company (“Severance Agreement”), including Section 5 thereof, vested Award shall apply to your PSUs. For purposes of this Agreement, Change of Control shall have the meaning given to the term in your Severance Agreement, as it may be amended with respect to such term from time to timesettled upon its normal Vesting Dates. In the event of such accelerated vesting due to a Change of Control prior to the end of the Measurement Year, the performance vesting provisions shall be eliminated and your PSUs shall, instead, vest with an Applicable Percentage of one hundred percent (100%) as of the earlier of the Settlement Date or the termination of your employment following the Change of Control under circumstances that would give rise to payment of the Change in Control Severance Amount (as defined in your Severance Agreement). If the performance vesting provisions of this Agreement have been eliminated as provided for herein, your PSUs shall be treated as equivalent Restricted Stock Units having a Period of Restriction ending on the Settlement Date, subject to the terms and conditions of Section 5 of your Change of Control Severance Agreement. If a Change of Control occurs after the end of the Measurement Year, but before the Committee has certified achievement of the performance goals, and you were employed by the Company on the date of the Change of Control, you will have the rightnumber of Shares issuable for the Condition Target PSUs assigned to the performance conditions described in Section A. shall be determined as specified in the Relative Total Shareholder Return performance condition described in Section B. below. Termination involuntarily without Cause or due to resignation for Good Reason, on death or Disability In the Settlement Dateevent that Grantee’s employment with the Company terminates involuntarily without Cause or due to Grantee’s resignation for Good Reason, death or Disability (each as defined in the Employment Agreement, dated as of July 25, 2008 and amended effective December 31, 2014 and August 20, 2018, between the Company and Grantee, and as clarified by the Grantee’s Executive Chairman Agreement, dated as of April 29, 2019 (the “Executive Chairman Agreement”)), prior to receive your vested PSU Shares or June 1, 2020, the dollar value equivalent thereof, at the Company’s option, based on audited financial statements that include the Company’s financial results required for purposes of determining the relative achievement Performance Share Units shall remain eligible to vest (subject to satisfaction of the applicable performance goalsconditions) to the same extent as if Grantee had remained employed through the Vesting Date for each performance condition, in each case, subject to Grantee’s (or Grantee’s estate’s) execution of a release agreement, as contemplated by the Executive Chairman Agreement. For purposes of To the preceding sentenceextent that the Performance Share Units become vested, the Settlement Date shall they will be deemed to be the date 3 business settled within 60 days following the date on which the company that survives the Change normal Vesting Dates. DaVita Inc. Performance Stock Units Agreement Exhibit C – Calculation of Control publicly or privately issues audited financial statements that include results of the Company’s Measurement Year, but in no event shall the Settlement Date be later than ninety (90) days following the end of the Measurement Year. In the event your PSUs are vested upon termination of your employment pursuant to this Paragraph 5 following a Change of Control prior to the end of the Measurement Year, subject to the provisions of Paragraphs 6 and 9 of this Agreement, the Target Number of PSU Shares set forth in your Grant Notice shall be issued to you as of a date that is thirty (30) days following the effective date the termination of your employment.Relative Total Shareholder Return