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EXHIBIT
10.73
NON-QUALIFIED
STOCK OPTION GRANT
AGREEMENT
THIS AGREEMENT, made as of
this day of
, between
Kindred Healthcare, Inc. (the “Company”) and
(the “Non-Employee Director”).
WHEREAS, the Company has
adopted and maintains the Kindred Healthcare, Inc. 2001 Equity Plan
for Non-Employee Directors, Amended and Restated (the
“Plan”);
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”).
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
Non-Employee Director a non-qualified 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
,
.
3. Non-Transferability
. Prior to the vesting of the Option as described in Section 5
hereof, the Option and the rights represented thereby shall be
non-transferable and will not be subject in any manner to sale,
transfer, alienation, pledge, encumbrance or charge; provided,
however, that (i) the Committee may, in its sole discretion,
permit the transfer of the Option to a family trust for estate
planning purposes and (ii) in the event the Non-Employee
Director was nominated to or chosen to serve on the Board pursuant
to an arrangement between the Company and another Person, such
Non-Employee Director may, upon notice in writing to the Board,
direct the initial issuance of the Option to such other Person or
transfer such Option to such other Person. Any purported or
attempted transfer of such Option or such rights in contravention
of this Section 3 shall be null and void and shall result in
the immediate forfeiture of the Option.
4. Exercise Price .
The exercise price of each share underlying the Option hereby
granted is $
.
5. Vesting Date . The
Option shall become exercisable as follows: Approximately
one-fourth of the Option shall become exercisable on each of the
first, second, third and fourth anniversaries of the Grant Date;
provided that , the number of shares to become
exercisable on any Vesting Date shall be rounded up to the
nearest
1
share, but in no event shall more than
the total number of shares underlying the Option become exercisable
in the aggregate. Notwithstanding the foregoing, in the event of a
Change in Control, 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
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