exv10w1






Exhibit 10.1




SKILLED HEALTHCARE GROUP, INC.




2007 INCENTIVE AWARD PLAN




RESTRICTED STOCK AWARD GRANT NOTICE




     Skilled Healthcare Group, Inc., a Delaware corporation (the “Company”), pursuant to its 2007
Incentive Award Plan (the “Plan”), hereby grants to the holder listed below (“Holder”) the number
of shares of the Company’s Class A common stock, par value $0.001 per share (“Stock”), set forth
below (the “Shares”). This Restricted Stock award is subject to all of the terms and conditions
set forth herein and in the Restricted Stock Award Agreement attached hereto as Exhibit A
(the “Restricted Stock Agreement”) and the Plan, each of which are incorporated herein by
reference. Unless otherwise defined herein, the terms defined in the Plan shall have the same
defined meanings in this Restricted Stock Award Grant Notice (the “Grant Notice”).



	 	 	 	 	 
	Holder:

	 	 
	 	 
	 	 	 	 	 
	 
	 	 	 	 
	Grant Date:
	 	 	 	 
	 	 	 	 	 
	Total Number of
	 	 	 	 
	Shares of Restricted Stock:
	 	 	 	 
	 	 	 	 	 






Vesting Schedule:





As of the Grant Date, 100% of the Shares will be subject to the
Forfeiture Restriction (as defined in the Restricted Stock
Agreement). Subject to the terms and conditions of the Plan,
this Grant Notice and the Restricted Stock Agreement, the
Forfeiture Restriction shall lapse as to the Shares as follows:




1. Installments. The Restricted Stock Award shall be comprised
of the four Installments, which shall include an Installment for
each Fiscal Year of the Performance Period. Twenty-five percent
(25%) of the Shares shall be allocated to each Installment.




2. Vesting of Installments.




     (a) An Installment shall be eligible for vesting upon the
completion of the Fiscal Year of such Installment and each
Fiscal Year thereafter.




     (b) Subject to Section 3, as of the Vesting Date for each
Fiscal Year of the Performance Period, the Forfeiture
Restriction shall lapse with respect to each Installment
then eligible for vesting as to the number of Shares
(rounded to the nearest whole share) equal to: (i) the
Vesting Percentage for such Fiscal Year, multiplied by the
number of Shares subject to such Installment, less (ii) the
total number of Shares subject to such Installment for
which the Forfeiture Restriction previously lapsed. Such
lapse shall be subject to any certification required in
order for the Shares to be qualified performance-based
compensation under Section 162(m) of the Code (or any
successor provision thereto), or constitute tax deductible
compensation.




     (c) In no event shall the Forfeiture Restriction lapse with
respect to any Installment after the Vesting Date for the
Fiscal Year ending on December 31, 2012 and any Shares
remaining subject to the Forfeiture Restriction shall be
immediately forfeited after such Vesting Date.




3. Termination of Service.




     (a) Except as provided in subsection (b) or (c), in no
event shall the Forfeiture Restriction lapse as to any
additional Shares following Holder’s Termination of
Service.




     (b) In the event of the Holder’s Termination of Service by
reason of death prior to the Vesting Date for the Fiscal
Year ending on December 31, 2012, the Forfeiture
Restriction shall lapse with



 









 






respect to all of the Shares
then subject to the Forfeiture Restriction.


     (c) In the event of the Holder’s Termination of Service by
reason of total and permanent disability prior to the
Vesting Date for the Fiscal Year ending on December 31,
2012, the Installments eligible for vesting on the Vesting
Date next following such Termination of Service shall be
subject to Section 2(b) on such Vesting Date and any Shares
remaining subject to the Forfeiture Restriction shall be
immediately forfeited after such Vesting Date.




4. Definitions.




     (a) “Compound Annual Growth Rate” for any Fiscal Year shall
mean the compound annual growth rate (if any), expressed as
a percentage (and rounded to the nearest one hundredth of
one percent), in the EBITDA for such Fiscal Year, when
measured against the EBITDA for the Fiscal Year ending on
December 31, 2008.




     (b) “EBITDA” for any Fiscal Year shall mean the Company’s
net earnings before interest, taxes, depreciation or
amortization for such Fiscal Year.




     (c) “Fiscal Year” shall mean the Company’s fiscal year.




     (d) “Performance Period” shall mean the period comprised of
the four Fiscal Years ending on December 31, 2009, 2010,
2011 and 2012.




     (e) “Vesting Date” for any Fiscal Year shall mean the
sixtieth (60th) day following the last day of
such Fiscal Year.




     (f) “Vesting Percentage” for any Fiscal Year shall mean the
percentage (rounded to the nearest one hundredth of one
percent and not exceeding 100%) equal to (i) the Compound
Annual Growth Rate for such Fiscal Year, minus 2.50%,
divided by (ii) 5.00%.




Except as otherwise expressly provided herein, all accounting
terms not otherwise defined herein shall have the meanings
assigned to them in conformity with generally accepted accounting
principles.



          By his or her signature below, Holder agrees to be bound by the terms and conditions of the
Plan, the Restricted Stock Agreement and this Grant Notice. Holder has reviewed the Restricted
Stock Agreement, the Plan and this Grant Notice in their entirety, has had an opportunity to obtain
the advice of counsel prior to executing this Grant Notice and fully understands all provisions of
this Grant Notice, the Restricted Stock Agreement and the Plan. Holder hereby agrees to accept as
binding, conclusive and final all decisions or interpretations of the Administrator upon any
questions arising under or relating to the Plan, this Grant Notice or the Restricted Stock
Agreement. If Holder is married, his or her spouse has signed the Consent of Spouse attached to
this Grant Notice as Exhibit B.




	 	 	 	 	 	 	 
	SKILLED HEALTHCARE GROUP, INC.:	 	HOLDER:	 	 
	 
	 	 	 	 	 	 
	By:

	 	 
	 	By:
	 	 
	 	 	 	 	 	 	 
	Print Name:

	 	 	 	Print Name:	 	 
	 	 	 	 	 	 	 
	Title:
	 	 	 	 	 	 
	Address:

	 	27442 Portola Parkway, Suite 200
	 	Address:	 	 
	 	 	 	 	 	 	 
	 

	 	Foothill Ranch, CA 92610	 	 	 	 
	 	 	 	 	 	 	 







			
	Attachments:	 	Restricted Stock Award Agreement (Exhibit A)

Consent of Spouse (Exhibit B)

Stock Assignment (Exhibit C)

Joint Escrow Instructions (Exhibit D)

Form of Internal Revenue Code Section 83(b) Election and Instructions (Exhibit E)

     - Election under Internal Revenue Code Section 83(b) (Attachment 1 to Exhibit E)






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	Attachments:	 	     - Sample Cover Letter to Internal Revenue Service (Attachment 2 to Exhibit E)

2007 Incentive Award Plan (Exhibit F)

2007 Incentive Award Plan Prospectus (Exhibit G)






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EXHIBIT A




TO RESTRICTED STOCK AWARD GRANT NOTICE




RESTRICTED STOCK AWARD AGREEMENT




     Pursuant to the Restricted Stock Award Grant Notice (the “Grant Notice”) to which this
Restricted Stock Award Agreement (this “Agreement”) is attached, Skilled Healthcare Group, Inc., a
Delaware corporation (the “Company”), has granted to Holder the number of shares of the Company’s
Class A common stock, par value $0.001 per share (“Stock”), specified in the Grant Notice (the
“Shares”), upon the terms and conditions set forth in the Skilled Healthcare Group, Inc. 2007
Incentive Award Plan (the “Plan”), the Grant Notice and this Agreement.



ARTICLE I




GENERAL




     1.1 Defined Terms. Capitalized terms not specifically defined herein shall have the
meanings specified in the Grant Notice or, if not defined therein, the Plan.



     1.2 Incorporation of Terms of Plan. The Shares are subject to the terms and
conditions of the Plan, which are incorporated herein by reference.



ARTICLE II




GRANT OF RESTRICTED STOCK




     2.1 Grant of Restricted Stock. In consideration of Holder’s agreement to remain in
the service or employ of the Company or a Subsidiary and for other good and valuable consideration
which the Committee has determined exceeds the aggregate par value of the Shares, effective as of
the “Grant Date” set forth in the Grant Notice (the “Grant Date”), the Company hereby agrees to
issue to Holder the Shares, upon the terms and conditions set forth in the Plan, the Grant Notice
and this Agreement.



     2.2 Issuance of Shares. Subject to Section 2.3, the issuance of the Shares under this
Agreement shall occur at the principal office of the Company simultaneously with the execution of
the Grant Notice by the parties or on such other date as the Company and Holder shall agree (the
“Issuance Date”). Subject to the provisions of Article IV, the Company shall issue the Shares
(which shall be issued in Holder’s name) on the Issuance Date.



     2.3 Conditions to Issuance of Shares. The Shares, or any portion thereof, may be
either previously authorized but unissued shares or issued shares which have then been reacquired
by the Company. Such Shares shall be fully paid and nonassessable. The Company shall not be
required to issue or deliver any Shares prior to fulfillment of all of the following conditions:



          (a) The admission of such Shares to listing on all stock exchanges on which the Common Stock
is then listed;




          (b) The completion of any registration or other qualification of such Shares under any
federal, state or foreign law or under regulations or rules promulgated by the Securities and
Exchange Commission or any other governmental regulatory body, which the Administrator shall, in
its discretion, deem necessary or advisable




 









 








          (c) The obtaining of any approval or other clearance from any federal, state or foreign
governmental agency which the Administrator shall, in its discretion, determine to be necessary or
advisable;




          (d) The receipt by the Company of full payment for all amounts which, under federal, state,
local or foreign tax law, the Company (or other employer corporation) is required to withhold upon
issuance of such Shares; and




          (e) The lapse of such reasonable period of time following the satisfaction of all other
conditions to issuance as the Administrator may from time to time establish for reasons of
administrative convenience.




     2.4 Rights as Stockholder. Except as otherwise provided herein, upon delivery of the
Shares to the escrow agent pursuant to Article IV, Holder shall have all the rights of a
stockholder with respect to said Shares, subject to the restrictions herein, including the right to
vote the Shares and to receive all dividends or other distributions paid or made with respect to
the Shares; provided, however, that any and all extraordinary cash dividends paid on such Shares
and any and all shares of Stock, capital stock or other securities or property received by or
distributed to Holder with respect to the Shares as a result of any stock dividend, stock split,
reverse stock split, recapitalization, combination, reclassification or similar change in the
capital structure of the Company shall also be subject to the Forfeiture Restriction (as defined in
Section 3.1) and the restrictions on transfer in Section 3.4 until such restrictions on the
underlying Shares lapse or are removed pursuant to this Agreement (or, if such Shares are no longer
outstanding, until such time as such Shares would have been released from the Forfeiture
Restriction pursuant to this Agreement). In addition, in the event of any merger, consolidation,
share exchange or reorganization affecting the Shares, then any new, substituted or additional
securities or other property (including money paid other than as a regular cash dividend) that is
by reason of any such transaction received with respect to, in exchange for or in substitution of
the Shares shall also be subject to the Forfeiture Restriction and the restrictions on transfer in
Section 3.4 until such restrictions on the underlying Shares lapse or are removed pursuant to this
Agreement (or, if such Shares are no longer outstanding, until such time as such Shares would have
been released from the Forfeiture Restriction pursuant to this Agreement). Any such assets or
other securities received by or distributed to Holder with respect to, in exchange for or in
substitution of any Unreleased Shares (as defined in Section 3.3) shall be immediately delivered to
the Company to be held in escrow pursuant to Article IV.



ARTICLE III




RESTRICTIONS ON SHARES




     3.1 Forfeiture Restriction. Subject to the provisions of Section 3.2, upon Holder’s
Termination of Service, for any or no reason, all of the Unreleased Shares (as defined in Section
3.3) shall thereupon be forfeited immediately and without any further action by the Company (the
“Forfeiture Restriction”). Upon the occurrence of such a forfeiture, the Company shall become the
legal and beneficial owner of the Shares being forfeited and all rights and interests therein or
relating thereto, and the Company shall have the right to retain and transfer to its own name the
number of Shares being forfeited by Holder. In the event any of the Unreleased Shares are
forfeited under this Section 3.1, any cash, cash equivalents, assets or securities received by or
distributed to Holder with respect to, in exchange for or in substitution of such Shares and held
by the escrow agent pursuant to Section 4.1 and the Joint Escrow Instructions shall be promptly
transferred by the escrow agent to the Company.



     3.2 Release of Shares from Forfeiture Restriction; Acceleration upon Change in
Control. The Shares shall be released from the Forfeiture Restriction as indicated in the
Grant Notice or, if earlier, upon the occurrence of a Change in Control; provided, however, that,
except as otherwise provided in the



A-2









 







Grant Notice, in no event shall the Forfeiture Restriction lapse as to any additional Shares
following Holder’s Termination of Service. Any of the Shares released from the Forfeiture
Restriction shall thereupon be released from the restrictions on transfer under Section 3.4. In
the event any of the Shares are released from the Forfeiture Restriction, any cash, cash
equivalents, assets or securities received by or distributed to Holder with respect to, in exchange
for or in substitution of such Shares and held by the escrow agent pursuant to Section 4.1 and the
Joint Escrow Instructions shall be promptly transferred by the escrow agent to Holder.



     3.3 Unreleased Shares. Any of the Shares which, from time to time, have not yet been
released from the Forfeiture Restriction are referred to herein as
“Unreleased Shares.”



     3.4 Restrictions on Transfer. Unless otherwise permitted by the Administrator
pursuant to the Plan, no Unreleased Shares or any dividends or other distributions thereon or any
interest or right therein or part thereof, shall be liable for the debts, contracts or engagements
of Holder or Holder’s successors in interest or shall be subject to sale or other disposition by
transfer, alienation, anticipation, pledge, encumbrance, assignment or any other means whether such
sale or other disposition be voluntary or involuntary or by operation of law by judgment, levy,
attachment, garnishment or any other legal or equitable proceedings (including bankruptcy), and any
attempted sale or other disposition thereof shall be null and void and of no effect.



ARTICLE IV




ESCROW OF SHARES




     4.1 Escrow of Shares. To insure the availability the Unreleased Shares for delivery
in the event of forfeiture of such Shares by Holder pursuant to Section 3.1, Holder hereby appoints
the Secretary of the Company, or any other person designated by the Administrator as escrow agent,
as Holder’s attorney-in-fact to assign and transfer unto the Company, such Unreleased Shares, if
any, forfeited by Holder pursuant to Section 3.1 and any cash, cash equivalents, assets or
securities received by or distributed to Holder with respect to, in exchange for or in substitution
of such Unreleased Shares, and shall, upon execution of this Agreement, deliver and deposit with
the Secretary of the Company, or such other person designated by the Administrator, any share
certificates representing the Unreleased Shares, together with the Stock Assignment duly endorsed
in blank, attached as Exhibit C to the Grant Notice. The Unreleased Shares and stock
assignment shall be held by the Secretary of the Company, or such other person designated by the
Administrator, in escrow, pursuant to the Joint Escrow Instructions of the Company and Holder
attached as Exhibit D to the Grant Notice, until the Unreleased Shares are forfeited by
Holder as provided in Section 3.1, until such Unreleased Shares are released from the Forfeiture
Restriction, or until such time as this Agreement no longer is in effect. Upon release of the
Unreleased Shares from the Forfeiture Restriction, the escrow agent shall deliver to Holder the
certificate or certificates representing such Shares in the escrow agent’s possession belonging to
Holder in accordance with the terms of the Joint Escrow Instructions attached as Exhibit D
to the Grant Notice, and the escrow agent shall be discharged of all further obligations hereunder;
provided, however, that the escrow agent shall nevertheless retain such certificate or certificates
as escrow agent if so required pursuant to other restrictions imposed pursuant to this Agreement.
If the Shares are held in book entry form, then such entry will reflect that the Shares are subject
to the restrictions of this Agreement. If any cash, cash equivalents, assets or securities are
paid, received by or distributed to Holder with respect to, in exchange for or in substitution of
the Unreleased Shares and held by the escrow agent pursuant to Section 4.1 and the Joint Escrow
Instructions, such cash, cash equivalents, assets or securities shall also be subject to the
restrictions set forth in this Agreement and held in escrow pending release of the Unreleased
Shares with respect to which such cash, cash equivalents, assets or securities were paid, received
or distributed from the Forfeiture Restriction.



A-3









 





     4.2 Transfer of Forfeited Shares. Holder hereby authorizes and directs the Secretary
of the Company, or such other person designated by the Administrator, to transfer the Unreleased
Shares which have been forfeited by Holder to the Company, and any cash, cash equivalents, assets
or securities received by or distributed to Holder with respect to, in exchange for or in
substitution of such Unreleased Shares.



     4.3 No Liability for Actions in Connection with Escrow. The Company, or its designee,
shall not be liable for any act it may do or omit to do with respect to holding the Shares in
escrow while acting in good faith and in the exercise of its judgment.



ARTICLE V




OTHER PROVISIONS




     5.1 Administration. The Administrator shall have the power to (a) interpret the Plan
and this Agreement, (b) adopt such rules for the administration, interpretation and application of
the Plan as are consistent therewith and to interpret, amend or revoke any such rules and (c) amend
this Agreement, subject to Section 5.8. All actions taken and all interpretations and
determinations made by the Administrator in good faith shall be binding, conclusive and final upon
Holder, the Company and all other interested persons. No member of the Administrator shall be
personally liable for any action, determination or interpretation made in good faith with respect
to the Plan, this Agreement or the Shares. In its discretion, the Board may at any time and from
time to time exercise any and all rights and duties of the Administrator under the Plan, except
with respect to matters which under Rule 16b-3 or Section 162(m) of the Code, or any regulations or
rules issued thereunder, are required to be determined in the discretion of the Administrator



     5.2 Restrictive Legends and Stop-Transfer Orders.



          (a) Any share certificate(s) evidencing the Shares issued hereunder shall be endorsed with the
following legend and any other legend(s) that may be required by any applicable federal, state or
foreign securities laws:





THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO FORFEITURE IN FAVOR OF THE
COMPANY AND MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF A RESTRICTED
STOCK AWARD AGREEMENT BETWEEN THE COMPANY AND THE STOCKHOLDER, A COPY OF WHICH IS ON
FILE WITH THE SECRETARY OF THE COMPANY.



          (b) Holder agrees that, in order to ensure compliance with the restrictions referred to
herein, the Company may issue appropriate “stop transfer” instructions to its transfer agent, if
any, and that, if the Company transfers its own securities, it may make appropriate notations to
the same effect in its own records.




          (c) The Company shall not be required: (i) to transfer on its books any Shares that have been
sold or otherwise transferred in violation of any of the provisions of this Agreement, or (ii) to
treat as owner of such Shares or to accord the right to vote or pay dividends to any purchaser or
other transferee to whom such Shares shall have been so transferred.




     5.3 Adjustments. The Administrator may adjust the Unreleased Shares in accordance
with the provisions of Section 11.3 of the Plan.



A-4









 





     5.4 Notices. Any notice to be given under the terms of this Agreement to the Company
shall be addressed to the Company in care of the Secretary of the Company, and any notice to be
given to Holder shall be addressed to Holder at the address given beneath Holder’s signature on the
Grant Notice or at the last known address for Holder contained in the Company’s records. By a
notice given pursuant to this Section 5.4, either party may hereafter designate a different address
for notices to be given to that party. Any notice shall be deemed duly given when sent via email
or enclosed in a properly sealed envelope or wrapper addressed as aforesaid, deposited (with
postage prepaid) in a post office or branch post office regularly maintained by the United States
Postal Service.



     5.5 Titles. Titles are provided herein for convenience only and are not to serve as a
basis for interpretation or construction of this Agreement.



     5.6 Governing Law; Severability. This Agreement shall be administered, interpreted
and enforced under the laws of the State of Delaware, without regard to the conflicts of laws
principles thereof. Should any provision of this Agreement be determined by a court of law to be
illegal or unenforceable, the other provisions shall nevertheless remain effective and shall remain
enforceable.



     5.7 Conformity to Securities Laws. Holder acknowledges that the Plan is intended to
conform to the extent necessary with all applicable federal, state and foreign securities laws
(including the Securities Act and the Exchange Act) and any and all regulations and rules
promulgated thereunder by the Securities and Exchange Commission or any other governmental
regulatory body. Notwithstanding anything herein to the contrary, the Plan shall be administered,
and the Shares are to be issued, only in such a manner as to conform to such laws, rules and
regulations. To the extent permitted by applicable law, the Plan and this Agreement shall be
deemed amended to the extent necessary to conform to such laws, rules and regulations.



     5.8 Amendments. This Agreement may not be modified, amended or terminated, except by
an instrument in writing, signed by a duly authorized representative of the Company and, to the
extent any such modification, amendment or termination may adversely affect Holder’s rights under
this Agreement, by Holder, except as otherwise provided under the terms of the Plan.



     5.9 Successors and Assigns. The Company may assign any of its rights under this
Agreement to single or multiple assignees, and this Agreement shall inure to the benefit of the
successors and assigns of the Company. Subject to the restrictions on transfer herein set forth,
this Agreement shall be binding upon Holder and Holder’s heirs, executors, administrators,
successors and assigns.



     5.10 No Employment Rights. Nothing in the Plan or this Agreement shall confer upon
Holder any right to continue in the employ or service of the Company or any Subsidiary or shall
interfere with or restrict in any way the rights of the Company and its Subsidiaries, which rights
are hereby expressly reserved, to discharge or terminate the services of Holder at any time for any
reason whatsoever, with or without cause, except to the extent expressly provided otherwise in a
written agreement between the Company or a Subsidiary and Holder.



     5.11 Taxes. Holder has reviewed with Holder’s own tax advisors the federal, state,
local and foreign tax consequences of this investment and the transactions contemplated by the
Grant Notice and this Agreement. Holder is relying solely on such advisors and not on any
statements or representations of the Company or any of its agents. Holder understands that Holder
(and not the Company) shall be responsible for Holder’s own tax liability that may arise as a
result of this investment or the transactions contemplated by this Agreement. Holder understands
that Holder will recognize ordinary income for federal income tax purposes under Section 83 of the
Code as the restrictions applicable to the Unreleased Shares lapse. In this context, “restriction”
includes the Forfeiture Restriction. Holder understands that Holder may elect to be taxed for
federal income tax purposes at the time the Shares are issued rather than



A-5









 







as and when the Forfeiture Restriction lapses by filing an election under Section 83(b) of the
Code with the Internal Revenue Service no later than 30 days following the date of purchase. A
form of election under Section 83(b) of the Code is attached to the Grant Notice as Exhibit
E.



     HOLDER ACKNOWLEDGES THAT IT IS HOLDER’S SOLE RESPONSIBILITY AND NOT THE COMPANY’S TO TIMELY
FILE THE ELECTION UNDER SECTION 83(B), EVEN IF HOLDER REQUESTS THE COMPANY OR ITS REPRESENTATIVES
TO MAKE THIS FILING ON HOLDER’S BEHALF.



     5.12 Tax Withholding.



          (a) The Company shall be entitled to require payment of any sums required by federal, state or
local tax law to be withheld with respect to the transfer of the Shares or the lapse of the
Forfeiture Restriction with respect to the Shares, or any other taxable event related thereto. The
Company may permit Holder to make such payment in one or more of the forms specified below:





               (i) by cash or check made payable to the Company;




               (ii) by the deduction of such amount from other compensation payable to Holder;




               (iii) by tendering Shares which are not subject to the Forfeiture Restriction and which
have a then current Fair Market Value not greater than the amount necessary to satisfy the
Company’s withholding obligation based on the minimum statutory withholding rates for
federal, state and local income tax and payroll tax purposes; or




               (iv) in any combination of the foregoing.



          (b) In the event Holder fails to provide timely payment of all sums required by the Company
pursuant to Section 5.12(a), the Company shall have the right and option, but not obligation, to
treat such failure as an election by Holder to provide all or any portion of such required payment
by means of tendering Shares in accordance with Section 5.12(a)(iii).




     5.13 Limitations Applicable to Section 16 Persons. Notwithstanding any other
provision of the Plan or this Agreement, if Holder is subject to Section 16 of the Exchange Act,
the Plan, the Shares and this Agreement shall be subject to any additional limitations set forth in
any applicable exemptive rule under Section 16 of the Exchange Act (including any amendment to Rule
16b-3 of the Exchange Act) that are requirements for the application of such exemptive rule. To
the extent permitted by applicable law, this Agreement shall be deemed amended to the extent
necessary to conform to such applicable exemptive rule.



     5.14 Entire Agreement. The Plan, the Grant Notice (including all Exhibits thereto)
and this Agreement constitute the entire agreement of the parties and supersede in their entirety
all prior undertakings and agreements of the Company and Holder with respect to the subject matter
hereof, except to the extent expressly provided otherwise in a written agreement between the
Company or a Subsidiary and Holder.



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EXHIBIT B




TO RESTRICTED STOCK AWARD GRANT NOTICE




CONSENT OF SPOUSE




     I,                                                             , spouse of     
                                                        , have read and approve the foregoing Restricted Stock Award Agreement (the
“Agreement”). In consideration of issuing to my spouse the shares of common stock of Skilled
Healthcare Group, Inc., a Delaware corporation (the “Company”), set forth in the Restricted Stock
Award Grant Notice and Restricted Stock Award Agreement, I hereby appoint my spouse as my
attorney-in-fact in respect to the exercise of any rights under the Agreement and agree to be bound
by the provisions of the Agreement insofar as I may have any rights in said Agreement or any shares
of the common stock of the Company issued pursuant thereto under the community property laws or
similar laws relating to marital property in effect in the state of our residence as of the date of
the signing of the foregoing Agreement.



	 	 	 	 	 	 	 	 	 
	Dated:

	 	 
	, 	 
	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	Signature of Spouse






 









 






EXHIBIT C

TO RESTRICTED STOCK AWARD GRANT NOTICE

STOCK ASSIGNMENT




     FOR VALUE RECEIVED, the undersigned,                          , hereby sells, assigns and transfers unto SKILLED
HEALTHCARE GROUP, INC., a Delaware corporation (the “Company”),                           shares of the
common stock of the Company, standing in its name on the books of said corporation represented by
Certificate No.            herewith and does hereby irrevocably constitute and appoint
                                              to transfer the said stock on the books of the within named corporation with
full power of substitution in the premises.



     This Stock Assignment may be used only in accordance with the Restricted Stock Award Grant
Notice between the Company and the undersigned dated                         , 20           and the Restricted Stock
Award Agreement attached thereto.



	 	 	 	 	 	 	 	 	 
	Dated:

	 	 
	, 	 
	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	Signature of Holder






     INSTRUCTIONS: Please do not fill in the blanks other than the signature line. The purpose of
this assignment is to enable the Company to enforce the Forfeiture Restriction as set forth in the
Agreement, without requiring additional signatures on the part of Holder.




 












 





EXHIBIT D




TO RESTRICTED STOCK AWARD GRANT NOTICE




JOINT ESCROW INSTRUCTIONS




                                        ,           




Secretary

Skilled Healthcare Group, Inc.

27442 Portola Parkway, Suite 200

Foothill Ranch, CA 92610



Ladies and Gentlemen:




     As escrow agent (the “Escrow Agent”) for both Skilled Healthcare Group, Inc., a Delaware
corporation (“Skilled Healthcare”), and the undersigned recipient of stock of Skilled Healthcare
(the “Holder”), you are hereby authorized and directed to hold in escrow the documents delivered to
you pursuant to the terms of that certain Restricted Stock Award Agreement (the “Agreement”)
between Skilled Healthcare and the undersigned (the “Escrow”), including the stock certificate and
the Stock Assignment, in accordance with the following instructions:



     1. In the event of (a) forfeiture by Holder of any of the shares owned by Holder pursuant to
Section 3.1 of the Agreement (the “Forfeiture Restriction”), or (b) an election (or deemed
election) by Holder to tender shares owned by Holder which are not subject to the Forfeiture
Restriction to satisfy the Company’s tax withholding obligation pursuant to Section 5.12 of the
Agreement, Skilled Healthcare and/or any assignee of Skilled Healthcare (referred to collectively
for convenience herein as the “Company”) shall give to Holder and you a written notice specifying
the number of shares of stock forfeited or tendered and the date of forfeiture or tender. Holder
and the Company hereby irrevocably authorize and direct you to effect the forfeiture or tender
contemplated by such notice in accordance with the terms of said notice.



     2. As of the date of forfeiture or tender indicated in such notice, you are directed (a) to
date the stock assignments necessary for the forfeiture/tender and transfer in question, (b) to
fill in the number of shares being forfeited/tendered and transferred, and (c) to deliver the same,
together with the certificate evidencing the shares of stock to be forfeited/tendered and
transferred, to the Company or its assignee.



     3. Holder irrevocably authorizes the Company to deposit with you any certificates evidencing
shares of stock to be held by you hereunder and any additions and substitutions to said shares as
described in the Agreement. Holder does hereby irrevocably constitute and appoint you as Holder’s
attorney-in-fact and agent for the term of this escrow to execute with respect to such securities
all documents necessary or appropriate to make such securities negotiable and to complete any
transaction herein contemplated, including, but not limited to, the filing with any applicable
state blue sky authority of any required applications for consent to, or notice of transfer of, the
securities. Subject to the provisions of this paragraph 3, Holder shall exercise all rights and
privileges of a stockholder of the Company while the stock is held by you.



     4. Upon written request of Holder, but no more than once per calendar year, unless the
Forfeiture Restriction has been enforced, you will deliver to Holder a certificate or certificates
representing so many shares of stock as are not then subject to the Forfeiture Restriction. Within
120 days after any voluntary or involuntary termination of Holder’s services to the Company for any
or no reason, you will deliver to Holder a certificate or certificates representing the aggregate
number of shares held or issued pursuant to the Agreement and not forfeited pursuant to the
Forfeiture Restriction.



 









 





     5. If at the time of termination of this escrow you should have in your possession any cash,
cash equivalents, documents, securities or other property belonging to Holder, you shall deliver
all of the same to Holder and shall be discharged of all further obligations hereunder.



     6. Your duties hereunder may be altered, amended, modified or revoked only by a writing signed
by all of the parties hereto.



     7. You shall be obligated only for the performance of such duties as are specifically set
forth herein and may rely and shall be protected in relying or refraining from acting on any
instrument reasonably believed by you to be genuine and to have been signed or presented by the
proper party or parties. You shall not be personally liable for any act you may do or omit to do
hereunder as Escrow Agent or as attorney-in-fact for Holder while acting in good faith, and any act
done or omitted by you pursuant to the advice of your own attorneys shall be conclusive evidence of
such good faith.



     8. You are hereby expressly authorized to disregard any and all warnings given by any of the
parties hereto or by any other person or corporation, excepting only orders or process of courts of
law and are hereby expressly authorized to comply with and obey orders, judgments or decrees of any
court. In case you obey or comply with any such order, judgment or decree, you shall not be liable
to any of the parties hereto or to any other person, firm or corporation by reason of such
compliance, notwithstanding any such order, judgment or decree being subsequently reversed,
modified, annulled, set aside, vacated or found to have been entered without jurisdiction.



     9. You shall not be liable in any respect on account of the identity, authorities or rights of
the parties executing or delivering or purporting to execute or deliver the Agreement or any
documents or papers deposited or called for hereunder.



     10. You shall not be liable for the expiration of any rights under any applicable federal,
state, local or foreign statute of limitations or similar statute or regulation with respect to
these Joint Escrow Instructions or any documents deposited with you.



     11. You shall be entitled to employ such legal counsel and other experts as you may deem
necessary properly to advise you in connection with your obligations hereunder, may rely upon the
advice of such counsel and may pay such counsel reasonable compensation therefor.



     12. Your responsibilities as Escrow Agent hereunder shall terminate if you shall cease to be
an officer or agent of the Company or if you shall resign by written notice to each party. In the
event of any such termination, the Company shall appoint a successor Escrow Agent.



     13. If you reasonably require other or further instruments in connection with these Joint
Escrow Instructions or obligations in respect hereto, the necessary parties hereto shall join in
furnishing such instruments.



     14. It is understood and agreed that should any dispute arise with respect to the delivery
and/or ownership or right of possession of the securities held by you hereunder, you are authorized
and directed to retain in your possession without liability to anyone all or any part of said
securities until such disputes shall have been settled either by mutual written agreement of the
parties concerned or by a final order, decree or judgment of a court of competent jurisdiction
after the time for appeal has expired and no appeal has been perfected, but you shall be under no
duty whatsoever to institute or defend any such proceedings.



     15. Any notice or other communication required or permitted hereunder shall be in writing and
shall be delivered personally or sent by facsimile transmission, overnight air courier, or first
class



D-2









 







certified or registered mail, postage prepaid, and addressed to the parties at the addresses
of the parties set forth at the end of these Joint Escrow Instructions or such other address as a
party may designate by five days’ advance written notice to the other parties hereto. All notices
and communications shall be deemed to have been received unless otherwise set forth herein: (i) in
the case of personal delivery, on the date of such delivery; (ii) in the case of facsimile
transmission, on the date on which the sender receives electronic confirmation that such notice was
received by the addressee; (iii) in the case of overnight air courier, on the second business day
following the day sent, with receipt confirmed by the courier; and (iv) in the case of mailing by
first class certified or registered mail, postage prepaid, return receipt requested, on the fifth
business day following such mailing.



     16. By signing these Joint Escrow Instructions, you become a party hereto only for the purpose
of said Joint Escrow Instructions; you do not become a party to the Agreement.



     17. This instrument shall be binding upon and inure to the benefit of the parties hereto, and
their respective successors and permitted assigns.



     18. These Joint Escrow Instructions shall be governed by, and interpreted and enforced in
accordance with, the laws of the State of Delaware, without regard to the conflicts of laws
principles thereof.



(Signature page follows.)




D-3









 








     IN WITNESS WHEREOF, the parties have executed these Joint Escrow Instructions as of the date
first written above.



	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Very truly yours,
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	SKILLED HEALTHCARE GROUP, INC.:
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	By:	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Name:
	 	 	 	 	 	 	 	 	Title:
	 

	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Address:	 	27442 Portola Parkway, Suite 200
	 

	 	 	 	 	 	 	 	 	 	Foothill Ranch, CA 92610
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	HOLDER:	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Address	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	ESCROW AGENT:	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	Secretary	 	 	 	 	 	 
	 	 	Skilled Healthcare Group, Inc.	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	Address	 	27442 Portola Parkway, Suite 200	 	 	 	 	 	 
	 

	 	 	 	Foothill Ranch, CA 92610	 	 	 	 	 	 






D-4









 






EXHIBIT E




TO RESTRICTED STOCK AWARD GRANT NOTICE




FORM OF 83(B) ELECTION AND INSTRUCTIONS




     These instructions are provided to assist you if you choose to make an election under Section
83(b) of the Internal Revenue Code, as amended, with respect to the shares of common stock, par
value $0.001 per share, of Skilled Healthcare Group, Inc. transferred to you. Please consult with
your personal tax advisor as to whether an election of this nature will be in your best interests
in light of your personal tax situation.



     The executed original of the Section 83(b) election must be filed with the Internal Revenue
Service not later than 30 days after the date the shares were transferred to you. PLEASE NOTE:
There is no remedy for failure to file on time. The steps outlined below should be followed to
ensure the election is mailed and filed correctly and in a timely manner. ALSO, PLEASE NOTE: If
you make the Section 83(b) election, the election is irrevocable.




	1.	 	Complete Section 83(b) election form (attached as Attachment 1) and make four (4)
copies of the signed election form. (Your spouse, if any, should sign the Section 83(b)
election form as well.)
	 
	2.	 	Prepare the cover letter to the Internal Revenue Service (sample letter attached as
Attachment 2).
	 
	3.	 	Send the cover letter with the originally executed Section 83(b) election form and one (1)
copy via certified mail, return receipt requested to the Internal Revenue Service at the
address of the Internal Revenue Service where you file your personal tax returns. We suggest
that you have the package date-stamped at the post office. The post office will provide you
with a white certified receipt that includes a dated postmark. Enclose a self-addressed,
stamped envelope so that the Internal Revenue Service may return a date-stamped copy to you.
However, your postmarked receipt is your proof of having timely filed the Section 83(b)
election if you do not receive confirmation from the Internal Revenue Service.
	 
	4.	 	One (1) copy must be sent to Skilled Healthcare Group, Inc. for its records and one (1) copy
must be attached to your federal income tax return for the applicable calendar year.
	 
	5.	 	Retain the Internal Revenue Service file stamped copy (when returned) for your records.





     Please consult your personal tax advisor for the address of the office of the Internal Revenue
Service to which you should mail your election form.




 












 





ATTACHMENT 1 TO EXHIBIT E




TO RESTRICTED STOCK AWARD GRANT NOTICE




ELECTION UNDER INTERNAL REVENUE CODE SECTION 83(B)




The undersigned taxpayer hereby elects, pursuant to Section 83(b) of the Internal Revenue Code of
1986, as amended, to include in taxpayer’s gross income for the current taxable year the amount of
any compensation taxable to taxpayer in connection with taxpayer’s receipt of shares (the “Shares”)
of Class A common stock, par value $0.001 per share, of Skilled Healthcare Group,
Inc., a Delaware corporation (the “Company”).




	1.	 	The name, address and taxpayer identification number of the undersigned taxpayer are:





	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 
	 

	 	 	 	 	 	 
	 	 	 	 	 
	 

	 	 	 	 	 	 
	 	 	 	 	 
	 

	 	SSN:
	 	 	 	 
	 	 	 	 	 	 	 






          The name, address and taxpayer identification number of the taxpayer’s spouse are (complete
if applicable):




	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 
	 

	 	 	 	 	 	 
	 	 	 	 	 
	 

	 	 	 	 	 	 
	 	 	 	 	 
	 

	 	SSN:
	 	 	 	 
	 	 	 	 	 	 	 







	2.	 	Description of the property with respect to which the election is being made:





                                              shares of Class A common stock, par value $0.001 per share, of the Company.




	3.	 	The date on which the property was transferred was                          , 2007.
	 
	4.	 	The taxable year to which this election relates is calendar year 2007.
	 
	5.	 	Nature of restrictions to which the property is subject:
	 
	 	 	The Shares may not be transferred and are subject to forfeiture if taxpayer’s
employment or service with the Company and its majority-owned subsidiaries terminates
for any reason (other than death or total and permanent disability). The forfeiture
restriction applicable to the Shares will lapse in whole or in part upon the
achievement of certain performance conditions for the Company’s fiscal years ending on
December 31, 2009, 2010, 2011 and 2012 or, if earlier, upon the occurrence of a
qualifying change in ownership or control of the Company.
	 
	6.	 	The fair market value at the time of transfer (determined without regard to any lapse
restrictions, as defined in Treasury Regulation Section 1.83-3(a)) of the Shares was $                    
per Share.
	 
	7.	 	No amount was paid by the taxpayer for the Shares.
	 
	8.	 	A copy of this statement has been furnished to the Company.




Dated:                           , 20      Taxpayer Signature                               
                                                 



The undersigned spouse of Taxpayer joins in this election. (Complete if applicable).



Dated:                          , 20      Spouse’s Signature                                
                                                 




 









 







ATTACHMENT 2 TO EXHIBIT E

TO RESTRICTED STOCK AWARD GRANT NOTICE




SAMPLE COVER LETTER TO INTERNAL REVENUE SERVICE




[Date]




VIA
CERTIFIED MAIL

RETURN RECEIPT REQUESTED




Internal Revenue Service

[Address where taxpayer files returns]




	 	 	 	 	 
	 

	 	Re:
	 	Election under Section 83(b) of the Internal Revenue Code of 1986







			
	Taxpayer:	 	
 







			
	Taxpayer’s Social Security Number:	 	
 







			
	Taxpayer’s Spouse:	 	
 







			
	Taxpayer’s Spouse’s Social Security Number:	 	
 





Ladies and Gentlemen:




     Enclosed please find an original and one copy of an Election under Section 83(b) of the
Internal Revenue Code of 1986, as amended, being made by the taxpayer referenced above. Please
acknowledge receipt of the enclosed materials by stamping the enclosed copy of the Election and
returning it to me in the self-addressed stamped envelope provided herewith.



	 	 	 	 	 	 	 
	 

	 	 	 	Very truly yours,
	 	 
	 

	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Enclosures	 	 	 	 
	cc:

	 	Skilled Healthcare Group, Inc.	 	 	 	 






 









 






EXHIBIT F




TO RESTRICTED STOCK AWARD GRANT NOTICE




SKILLED
HEALTHCARE GROUP, INC. 2007 INCENTIVE AWARD PLAN




 









 








EXHIBIT G




TO RESTRICTED STOCK AWARD GRANT NOTICE




SKILLED
HEALTHCARE GROUP, INC. 2007 INCENTIVE AWARD PLAN PROSPECTUS