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EXHIBIT
10.68
INCENTIVE STOCK OPTION
GRANT AGREEMENT
THIS AGREEMENT, made as of
this day of
, 20 between Kindred Healthcare,
Inc. (the “Company”) and
(the “Participant”).
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.
WHEREAS, the Plan provides
for the grant to Participants in the Plan of incentive stock
options to purchase shares of Common Stock of the
Company.
NOW, THEREFORE, in
consideration of the premises and the mutual covenants hereinafter
set forth, the parties hereto hereby agree as follows:
1. Grant of Options .
Pursuant to, and subject to, the terms and conditions set forth
herein and in the Plan, the Company hereby grants to the
Participant an incentive stock option (the “Option”)
with respect to
(
) shares of Common Stock of the Company.
2. Grant Date . The
Grant Date of the Option hereby granted is
, 20 .
3. Incorporation of
Plan . All terms, conditions and restrictions of the Plan are
incorporated herein and made part hereof as if stated herein. If
there is any conflict between the terms and conditions of the Plan
and this Agreement, the terms and conditions of this Agreement, as
interpreted by the Committee, shall govern. All capitalized terms
used and not defined herein shall have the meanings given to such
terms in the Plan.
4. Exercise Price .
The exercise price of each share underlying the Option hereby
granted is $
.
5. Vesting Date . The
Options shall become exercisable as follows:
(i)
of the Options shall vest on
.
(ii) An additional
Options shall vest on
.
(iii) An additional
Options shall vest on
.
1
(iv) An additional
Options shall vest on
.
Notwithstanding the
foregoing, in the event of a Change in Control or the death or
Disability of the Participant while employed with the Company, the
Option shall immediately become fully exercisable.
6. Expiration Date .
Subject to the provisions of the Plan and the terms of this
Agreement, with respect to the Option or any portion thereof which
has not become exercisable, the Option shall expire on the date the
Participant’s Employment is terminated for any reason, and
with respect to any Option or any portion thereof which has become
exercisable, the Option shall expire on the earlier of (i) the
commencement of business on the date the Participant’s
Employment is terminated for Cause; (ii) ninety (90) days
after the date the Participant’s Employment is terminated for
any reason other than for Cause or on account of death or
Disability; (iii) one year after the date the
Participant’s Employment is terminated by reason of death or
Disability; or (iv) the tenth anniversary of the Grant
Date.
7. Exercise Procedure
. Vested portions of the Option may be exercised, in whole or in
part, by delivery to the Company’s principal office of a
written notice of exercise, to the attention of the Corporate
Secretary, no less than three (3) business days in advance of
the effective date of the proposed exercise (the “Exercise
Date”), setting forth the number of shares of Common Stock
with respect to which the Option is to be exercised, the Grant Date
of the Option and the Exercise Date and accompanied by full payment
of the exercise price and all applicable withholding taxes.
Applicable withholding taxes shall be calculated based on the
excess of the Fair Market Value of the shares of Common Stock over
the exercise price as of the Exercise Date.
8. Adjustment Upon
Chang
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