Exhibit 10.64
NON-QUALIFIED
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 non-qualified 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 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
, 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 .
(a) Except as provided in
Section 5(b) and Section 6, the Option 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
.
(iv) An additional
Options shall vest on
.
(b) 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, the
Option shall expire on
,
. In
addition, the following shall apply to the Option:
(i) In the event that the employment
of the Participant with the Company shall terminate for any reason
other than Disability, Retirement, Cause or death (A) the
Option, to the extent that it is exercisable at the time of such
termination, shall remain exercisable for 90 days after such
termination, at which time the Option shall expire, and
(B) the Option, to the extent that it is not exercisable at
the time of such termination, shall expire at the commencement of
business on the date of such termination; provided ,
however , that the Option shall not be exercisable after the
expiration of its term.
(ii) In the event that the
employment of the Participant with the Company shall terminate on
account of the Retirement of the Participant, (A) the
Participant shall be entitled to exercise the Option to the extent
that the Option is exercisable at the time of such termination, for
two years after Retirement, and (B) the Option, to the extent
that it is not exercisable at the time of such termination, shall
expire at the commencement of business on the date of such
termination; provided , however , that the Option
shall not be exercisable after the expiration of its
term.
(iii) In the event that the
employment of the Participant with the Company shall terminate on
account of the Disability or death of the Participant, the Option
shall become immediately exercisable and the Participant shall be
entitled to exercise the Option at any time within two years after
the date of death or determination of Disability; provided ,
however , that the Option shall not be exercisable after the
expiration of its term.
(iv) In the event of the termination
of the Participant’s employment for Cause, the Option shall
expire at the commencement of business on the date of such
termination.
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
