Exhibit 10.72
AMENDMENT NO. 1 TO
NON-QUALIFIED STOCK OPTION GRANT
AGREEMENT
THIS AMENDMENT NO. 1 TO
NON-QUALIFIED STOCK OPTION GRANT AGREEMENT (the “Amendment”) is made as of the
day of January, 2009 (the
“Effective Date”), by and between KINDRED
HEALTHCARE, INC ., a Delaware corporation (the
“Company”), and
(the “Director”).
WHEREAS, in order to promote
effective Board processes consistent with good corporate
governance, the Executive Compensation Committee of the Board of
Directors of the Company (the “Committee”) has amended
and restated the Kindred Healthcare, Inc. 2001 Equity Plan for
Non-Employee Directors, Amended and Restated (as amended and
restated, the “Plan”) to permit non-employee directors
who are in good standing with the Company to maintain their
proprietary interests in the Company after they retire or otherwise
do not stand for re-election to the Board of Directors.
WHEREAS, the Plan provides for the
grant to non-employee directors of non-qualified stock options to
purchase shares of common stock of the Company, par value $.25 per
share (the “Common Stock”).
WHEREAS, the Committee previously
granted to the Director non-qualified stock options to purchase
shares of Common Stock pursuant to a Non-Qualified Stock Option
Grant Agreement dated
,
(the
“Grant Agreement”).
WHEREAS, the Company and the
Director desire to amend the Grant Agreement pursuant to the terms
of this Amendment.
WHEREAS, the Company and the
Director agree that the terms and provisions of the Grant Agreement
shall continue except as specifically amended herein.
NOW, THEREFORE, in consideration of
the premises and the respective covenants and agreements contained
herein, and intending to be legally bound hereby, the Company and
the Director agree as follows:
1. Amendment to
Section 6 . As
of the Effective Date, Section 6 of the Grant Agreement shall
be revised in its entirety to read as follows:
“6. Expiration Date .
Subject to the provisions of the Plan and the terms of this
Agreement, the Option shall expire on
,
. In
addition, the following shall apply to the Option:
(i) if the Director ceases to be a
director of the Company for any reason other than Retirement,
fai
