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KND > SEC Filings for KND > Form 8-K on 17-Apr-2014All Recent SEC Filings

Show all filings for KINDRED HEALTHCARE, INC



Change in Directors or Principal Officers, Other Events, Financial Statem

Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Effective April 16, 2014, Mr. Lane M. Bowen retired as Executive Vice President and President, Nursing Center Division of Kindred Healthcare, Inc. (the "Company").

In connection with Mr. Bowen's retirement, a subsidiary of the Company and Mr. Bowen entered into a Separation Agreement and Release of Claims dated April 16, 2014 (the "Release Agreement"). The Release Agreement provides for:

Certain non-competition restrictions applicable to Mr. Bowen for a period of six months from April 16, 2014; and

Certain non-solicitation restrictions applicable to Mr. Bowen for a period of eighteen months from April 16, 2014.

Consistent with the terms of Mr. Bowen's existing Employment Agreement between a subsidiary of the Company and Mr. Bowen dated December 18, 2008, the Release Agreement also provides the following:

The settlement, waiver, release and discharge of any and all claims or actions arising from Mr. Bowen's employment with the Company;

Cash severance in the amount of $1,010,083 payable on May 1, 2014;

Amounts equal to the prorated portion of the awards Mr. Bowen would otherwise be eligible to receive under the Company's short-term incentive plan and long-term incentive plan, respectively, with respect to the 2014 calendar year based upon the Company's actual performance and payable consistent with the terms of such plans;

Amounts previously earned by Mr. Bowen under the Company's long-term incentive plan, will be paid over three years consistent with the Company's long-term incentive plan;

Continued coverage under the Company's employee benefit plans for an 18 month period; and

For an 18 month period following April 16, 2014, Mr. Bowen is entitled to additional vesting of stock options and performance-based restricted stock awards in accordance with their original terms, including any related performance measures, and the opportunity to exercise the options within such time period (but in no event beyond the expiration of the original term of such options). In addition, any outstanding service-based restricted stock held by Mr. Bowen as of April 16, 2014 that would have otherwise vested during the 18 month period following April 16, 2014 will be immediately vested.

A copy of the Release Agreement is attached hereto as Exhibit 10.1.

Item 8.01. Other Events.

Incorporated by reference is a press release issued by the Company on April 16, 2014 which is attached hereto as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit 10.1    Separation Agreement and Release of Claims dated as of April 16,
                2014 by and between Kindred Healthcare Operating, Inc. and Lane M.

Exhibit 99.1    Press release dated April 16, 2014.

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