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Exhibit 10.5
AMENDMENT NO. SIX
TO
SUPPLEMENTAL EXECUTIVE
RETIREMENT PLAN
THIS AMENDMENT NO. SIX
(“Amendment”) to the
Kindred Healthcare, Inc. Supplemental Executive Retirement Plan
(the “SERP”) is adopted effective January 1,
2009.
Recitals
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A.
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Kindred
Healthcare, Inc., (the “Company”) maintains the SERP
and has right to amend the SERP pursuant to Section 5.4
thereof.
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B.
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The Company now
desires to amend the SERP, after operating it in good faith
compliance with Internal Revenue Code Section 409A since that
Section’s effective date, to comply in form with the final
regulations under that Code Section, effective January 1,
2009.
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Amendments
1. Section 2.18 of the SERP
hereby is amended so that as amended it shall read in its entirety
as follows:
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2.18
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Termination
of Employment .
“Termination of Employment” means the date the Company
and the Participant reasonably anticipate that (i) the
Participant will not perform any further services for the Company
or any other entity considered a single employer with the Company
under Section 414(b) or (c) of the Code (together
referred to herein as the “Employer”), or (ii) the
level of bona fide services performed after that date (as an
employee or independent contractor, except that service as a member
of the board of directors of any Employer is not counted unless
termination benefits under this Plan are aggregated with benefits
under any other Employer plan or agreement in which the Participant
also participates as a director) will permanently decrease to less
than 20% of the average level of bo
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