0001193125-06-048221 Sample Contracts

NON-QUALIFIED STOCK OPTION GRANT AGREEMENT
Non-Qualified • March 8th, 2006 • Kindred Healthcare, Inc • Services-nursing & personal care facilities • Delaware

WHEREAS, the Company has adopted and maintains the Kindred Healthcare, Inc. 2001 Stock Incentive Plan, Amended and Restated (the “Plan”) to promote the interests of the Company and its Affiliates and stockholders by providing the Company’s key employees, who are largely responsible for the management, growth and protection of the business of the Company, incentives and rewards to encourage them to continue in the employ of the Company.

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NON-QUALIFIED STOCK OPTION GRANT AGREEMENT
Non-Qualified • March 8th, 2006 • Kindred Healthcare, Inc • Services-nursing & personal care facilities • Delaware

WHEREAS, the Company has adopted and maintains the Kindred Healthcare, Inc. 2001 Stock Option Plan for Non-Employee Directors (Amended and Restated) (the “Plan”) to promote the interests of the Company and its subsidiaries and stockholders by allowing the Company to attract and retain highly qualified non-employee directors by permitting them to obtain or increase their proprietary interest in the Company;

RESTRICTED SHARE AWARD AGREEMENT
Restricted Share Award Agreement • March 8th, 2006 • Kindred Healthcare, Inc • Services-nursing & personal care facilities • Delaware

THIS AGREEMENT, made as of this ________ day of _____________, 200_ between Kindred Healthcare, Inc., a Delaware corporation and its successors (the “Company”), and _________ (the “Participant”).

INCENTIVE STOCK OPTION GRANT AGREEMENT
Incentive Stock Option Grant Agreement • March 8th, 2006 • Kindred Healthcare, Inc • Services-nursing & personal care facilities • Delaware

WHEREAS, the Company has adopted and maintains the Kindred Healthcare, Inc. 2001 Stock Incentive Plan, Amended and Restated (the “Plan”) to promote the interests of the Company and its Affiliates and stockholders by providing the Company’s key employees, who are largely responsible for the management, growth and protection of the business of the Company, incentives and rewards to encourage them to continue in the employ of the Company.

MUTUAL TERMINATION OF PURCHASE AND SALE AGREEMENT
Mutual Termination of Purchase and Sale Agreement • March 8th, 2006 • Kindred Healthcare, Inc • Services-nursing & personal care facilities • Massachusetts

THIS MUTUAL TERMINATION OF PURCHASE AND SALE AGREEMENT (this “Termination”) is made on February 28, 2006 between HCRI MASSACHUSETTS PROPERTIES TRUST, a Massachusetts business trust (“HCN-MA”), HCRI MASSACHUSETTS PROPERTIES TRUST II, a Massachusetts business trust (“HCN-MA II” and with HCN-MA, collectively “Seller”), and KINDRED HEALTHCARE OPERATING, INC., a Delaware corporation (“Purchaser”).

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