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EXHIBIT
10.71
PERFORMANCE UNIT AWARD
AGREEMENT
THIS AGREEMENT, made as of
this ____ day of _____ , 20___ between Kindred Healthcare, Inc., a
Delaware corporation and its successors (the
“Company”), and _______________ (the
“Participant”).
WHEREAS, the Company adopted
and maintains the Kindred Healthcare, Inc. 2001 Stock Incentive
Plan, Amended and Restated (the “Plan”);
WHEREAS, the Plan provides
for the award to participants in the Plan of the right to receive
shares of common stock of Kindred Healthcare, Inc., par value $.25
per share (the “Common Stock”), upon the achievement of
specified performance goals.
NOW THEREFORE, in
consideration of the premises and the mutual covenants hereinafter
set forth, the parties hereto hereby agree as follows:
1. Grant of Performance
Units . Pursuant and subject to the terms and conditions set
forth herein and in the Plan, the Company hereby grants to the
Participant _____________ Performance Units. The Performance Units
shall vest only in accordance with the provisions of this Agreement
and of the Plan. All capitalized terms used herein and not defined
herein shall have the meanings assigned to them in the
Plan.
2. Performance
Goals/Performance Period .
(a) The Committee shall
establish the Performance Goals applicable to a particular
Performance Period within ninety (90) days of the commencement
of such Performance Period in accordance with the terms and
conditions of Section 9(b) of the Plan. As soon as reasonably
practicable following the establishment of such Performance Goals,
the Committee shall communicate the Performance Goals to the
Participant.
(b) The Performance Periods
applicable to the Performance Units during which the Performance
Goals shall be measured shall be as follows:
(i) With respect to one-third
(1/3) of the Performance Units, the Performance Period shall
be calendar year 20__;
(ii) With respect to
one-third (1/3) of the Performance Units, the Performance
Period shall be calendar year 20__; and
(iii) With respect to
one-third (1/3) of the Performance Units, the Performance
Period shall be calendar year 20__.
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(c) As soon as practicable
after the end of the applicable Performance Period, the Committee
shall determine and certify the extent to which the Performance
Goals for such Performance Period were achieved, if at all. If the
Performance Goals are achieved in full, and the Participant remains
employed with the Company as of the last day of the applicable
Performance Period, the Company shall pay to the Participant an
amount equal to the number of Units earned with respect to such
Performance Period, such payment to be made as soon as reasonably
practicable following the Committee’s certification pursuant
to Section 2(c) of this Agreement, but in no event later than
the date that is two and one-half (2 1 / 2 ) months
following the end of the applicable Performance Period. The
Committee may determine, in its sole and absolute discretion, at
the time of payment hereunder whether such payment shall be made
(a) in cash (equal to the Fair Market Value of a Share
multiplied by the number of Performance Units), (b) in Shares
or (c) in a combination of cash and Shares.
3. Non-Transferability
. No Performance Unit shall be assignable or transferable otherwise
than by will or the laws of descent and distribution. Any purported
or attempted transfer of a Performance Unit in contravention of
this Section 3 shall be null and void and shall result
in the immediate forfeiture of the Performance Unit.
4. Consequences Upon
Change in Contr
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