0001193125-08-041318 Sample Contracts

RESTRICTED SHARE AWARD AGREEMENT
Restricted Share Award Agreement • February 28th, 2008 • Kindred Healthcare, Inc • Services-nursing & personal care facilities • Delaware

THIS AGREEMENT, made as of this day of , 2007 between Kindred Healthcare, Inc., a Delaware corporation and its successors (the “Company”), and (the “Participant”).

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RESTRICTED SHARE AWARD AGREEMENT
Restricted Share Award Agreement • February 28th, 2008 • Kindred Healthcare, Inc • Services-nursing & personal care facilities • Delaware

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

STOCK BONUS AWARD AGREEMENT
Stock Bonus Award Agreement • February 28th, 2008 • Kindred Healthcare, Inc • Services-nursing & personal care facilities • Delaware

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”).

FIRST AMENDMENT TO MASTER LEASE AGREEMENT
Master Lease Agreement • February 28th, 2008 • Kindred Healthcare, Inc • Services-nursing & personal care facilities

THIS FIRST AMENDMENT TO MASTER LEASE AGREEMENT (“Amendment”) is dated as of June 20, 2007 (“Amendment Effective Date”) between HCRI MASSACHUSETTS PROPERTIES TRUST II, a Massachusetts business trust organized under the laws of the Commonwealth of Massachusetts (“Landlord”), having its principal office located at One SeaGate, Suite 1500, P. O. Box 1475, Toledo, Ohio 43603-1475, and KINDRED NURSING CENTERS EAST, L.L.C., a Delaware limited liability company organized under the laws of the State of Delaware (“Tenant”), having its chief executive office located at 680 South Fourth Avenue, Louisville, Kentucky 40202.

THIRD AMENDMENT TO MASTER LEASE
Master Lease • February 28th, 2008 • Kindred Healthcare, Inc • Services-nursing & personal care facilities

THIS THIRD AMENDMENT TO MASTER LEASE (the “Amendment”) is made and entered into and effective as of June 30, 2004 (the “Effective Date”), by and among HEALTH CARE PROPERTY INVESTORS, INC., a Maryland corporation (“HCP”) and HEALTH CARE PROPERTY PARTNERS, a California general partnership (“HCPP”) (collectively, and jointly and severally, “Lessor”), KINDRED NURSING CENTERS EAST, L.L.C., a Delaware limited liability company, KINDRED NURSING CENTERS WEST, L.L.C., a Delaware limited liability company, and KINDRED NURSING CENTERS LIMITED PARTNERSHIP, a Delaware limited partnership (collectively, and jointly and severally, “Lessee”), with respect to the following:

NON-QUALIFIED STOCK OPTION GRANT AGREEMENT
Non-Qualified Stock Option Grant Agreement • February 28th, 2008 • 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.

AMENDMENT TO MASTER LEASE AND MEMORANDUM OF LEASE BY AND AMONG KINDRED HEALTHCARE, INC. (f/k/a Vencor, Inc.), KINDRED HEALTHCARE OPERATING, INC. (f/k/a Vencor Operating, Inc.), AND VENTAS REALTY, LIMITED PARTNERSHIP
Master Lease and Memorandum of Lease • February 28th, 2008 • Kindred Healthcare, Inc • Services-nursing & personal care facilities

THIS AMENDMENT TO MASTER LEASE AND MEMORANDUM OF LEASE (hereinafter this “Amendment”) is dated as of the 7th day of August, 2007 (the “Effective Date”), and is by and among 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, KINDRED HEALTHCARE, INC., a Delaware corporation (f/k/a Vencor, Inc.) (“Kindred”), and KINDRED HEALTHCARE OPERATING, INC., a Delaware corporation (f/k/a 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.

NON-QUALIFIED STOCK OPTION GRANT AGREEMENT
Non-Qualified Stock Option Grant Agreement • February 28th, 2008 • Kindred Healthcare, Inc • Services-nursing & personal care facilities • Delaware

WHEREAS, the Company has adopted and maintains the Kindred Healthcare, Inc. 2001 Equity Plan for Non-Employee Directors, Amended and Restated (the “Plan”);

SECOND AMENDMENT TO MASTER LEASE
Master Lease • February 28th, 2008 • Kindred Healthcare, Inc • Services-nursing & personal care facilities

THIS SECOND AMENDMENT TO MASTER LEASE (the “Amendment”) is made and entered into as of November 18, 2003 and effective as of July 1, 2003 (the “Effective Date”), by and among HEALTH CARE PROPERTY INVESTORS, INC., a Maryland corporation (“HCPI”), HEALTH CARE PROPERTY PARTNERS, a California general partnership (“HCPP”), and INDIANA HCP, L.P., a Delaware limited partnership (“Indiana HCP”) (collectively and jointly and severally, “Lessor”), KINDRED NURSING CENTERS EAST, L.L.C., a Delaware limited liability company, KINDRED NURSING CENTERS WEST, L.L.C., a Delaware limited liability company, KINDRED NURSING CENTERS LIMITED PARTNERSHIP, a Delaware limited partnership (collectively, and jointly and severally, “Lessee”), with respect to the following:

SECOND AMENDMENT TO MASTER LEASE AGREEMENT
Master Lease Agreement • February 28th, 2008 • Kindred Healthcare, Inc • Services-nursing & personal care facilities

THIS SECOND AMENDMENT TO MASTER LEASE AGREEMENT (“Amendment”) is dated as of December 5, 2007 (“Amendment Effective Date”) among HCRI MASSACHUSETTS PROPERTIES TRUST, a Massachusetts business trust organized under the laws of the Commonwealth of Massachusetts (“HCN-MA” and a “Landlord”), having its principal office located at One SeaGate, Suite 1500, P. 0. Box 1475, Toledo, Ohio 43603-1475, HCRI MASSACHUSETTS PROPERTIES TRUST II, a Massachusetts business trust organized under the laws of the Commonwealth of Massachusetts (“HCN-MA II” and a “Landlord”), having its principal office located at One SeaGate, Suite 1500, P, O. Box 1475, Toledo, Ohio 43603-1475, and KINDRED HOSPITALS EAST, L.L.C., a Delaware limited liability company organized under the laws of the State of Delaware (“Tenant”), having its chief executive office located at 680 South Fourth Avenue, Louisville, Kentucky 40202.

PERFORMANCE UNIT AWARD AGREEMENT
Performance Unit Award Agreement • February 28th, 2008 • Kindred Healthcare, Inc • Services-nursing & personal care facilities • Delaware

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
Memorandum of Lease and Specific Property Lease Amendment • February 28th, 2008 • Kindred Healthcare, Inc • Services-nursing & personal care facilities

THIS FIRST AMENDMENT TO MEMORANDUM OF LEASE AND SPECIFIC PROPERTY LEASE AMENDMENT (hereinafter this “Amendment” ) is dated as of the 8th day of June, 2007, 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.

FIRST AMENDMENT TO MASTER LEASE AGREEMENT
Master Lease Agreement • February 28th, 2008 • Kindred Healthcare, Inc • Services-nursing & personal care facilities

THIS FIRST AMENDMENT TO MASTER LEASE AGREEMENT (“Amendment”) is dated as of July 25, 2007 (“Amendment Effective Date”) among HCRI MASSACHUSETTS PROPERTIES TRUST, a Massachusetts business trust organized under the laws of the Commonwealth of Massachusetts (“HCN-MA” and a “Landlord”), having its principal office located at One SeaGate, Suite 1500, P. 0. Box 1475, Toledo, Ohio 43603-1475, HCRI MASSACHUSETTS PROPERTIES TRUST II, a Massachusetts business trust organized under the laws of the Commonwealth of Massachusetts (“HCN-MA II” and a “Landlord”), having its principal office located at One SeaGate, Suite 1500, P. O. Box 1475, Toledo, Ohio 43603-1475, and KINDRED HOSPITALS EAST, L.L.C, a Delaware limited liability company organized under the laws of the State of Delaware (“Tenant”), having its chief executive office located at 680 South Fourth Avenue, Louisville, Kentucky 40202.

FIRST AMENDMENT TO MASTER LEASE
Master Lease • February 28th, 2008 • Kindred Healthcare, Inc • Services-nursing & personal care facilities

THIS FIRST AMENDMENT TO MASTER LEASE (the “Amendment”) is made and entered into and effective as of August 1, 2001 (the “Effective Date”), by and among HEALTH CARE PROPERTY INVESTORS, INC., a Maryland corporation (“HCPI”), HEALTH CARE PROPERTY PARTNERS, a California general partnership (“HCPP”), and INDIANA HCP, L.P., a Delaware limited partnership (“Indiana HCP”) (collectively and jointly and severally, “Lessor”), KINDRED NURSING CENTERS EAST, L.L.C., a Delaware limited liability company, KINDRED NURSING CENTERS WEST, L.L.C., a Delaware limited liability company, KINDRED NURSING CENTERS LIMITED PARTNERSHIP, a Delaware limited partnership (collectively, and jointly and severally, “Lessee”), with respect to the following:

INCENTIVE STOCK OPTION GRANT AGREEMENT
Incentive Stock Option Grant Agreement • February 28th, 2008 • 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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