Exhibit 10.68
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 .
(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
1
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 March 15
th
of the calendar
year immediately following the calendar year in which the relevant
Performance Period ends. 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 Control . Upon a Change in Control, to the
extent not already vested and paid, the Performance Units shall
become fully vested
