Exhibit 10.13


    EXHIBIT
      10.13

    


    Stock
      Unit Grant

    


    Sun
      Healthcare Group, Inc.

    2004
      Equity Incentive Plan

    


    Name
      of Grantee:                    [______]

    


    Number
      of Stock Units:       
        [______]

    


    Date
      of Grant:                          [______],
      2007

     

    Vesting:                                  
      The units shall become vested as follows if you are employed by Sun Healthcare
      Group, Inc. or its subsidiaries on the applicable vesting date: (i) 25% of
      the
      units shall vest on each of the following anniversaries of the Date of Grant:
      13
      months, 24 months, 36 months, and 48 months, subject in each case to the Terms;
      and (ii) the units shall become vested in full upon the date of a Change in
      Control (as defined in the Terms). 

     

    By
      signing your name below, you accept this stock unit award and acknowledge and
      agree that the units are granted under and governed by the terms and conditions
      (collectively, the “Terms”) of the Sun Healthcare Group, Inc. 2004 Equity
      Incentive Plan and the Stock Unit Agreement, both of which are hereby made
      a
      part of this document.

    


    
      	
              “GRANTEE”

               

               

              _________________________________

              Signature

               

              _________________________________

              Address

              _________________________________

              City,
                State, Zip Code

            	
              SUN
                HEALTHCARE GROUP, INC.,

              a
                Delaware corporation



              __________________________________

              By:
                Richard K. Matros

              Its:
                Chief Executive Officer

            


    

    


    CONSENT
      OF SPOUSE

     

    In
      consideration of the Corporation’s execution of this award agreement, the
      undersigned spouse of the Grantee agrees to be bound by all of the terms and
      provisions hereof and of the Plan.

    


     

    __________________________________                                  ______________________

    Signature
      of
      Spouse                                                                 
                  Date


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Stock
      Unit Agreement

     

    Sun
      Healthcare Group, Inc. 

    2004
      Equity Incentive Plan

     

    1. Stock
      Units.
      As used
      herein, a “Stock
      Unit”
is
      a
      non-voting unit of measurement which is deemed for bookkeeping purposes to
      be
      equivalent in value to one outstanding share of Common Stock of the Corporation.
      The Stock Units shall be used solely as a device for the determination of any
      payment to eventually be made to the Grantee if and when such Stock Units vest
      pursuant to Section 2.

     

    The
      Stock
      Units create no fiduciary duty to the Grantee and shall create only a
      contractual obligation on the part of the Corporation to make payments, subject
      to vesting and the other terms and conditions hereof, as provided in Sections
      4
      and 6 below. The Stock Units shall not be treated as property or as a trust
      fund
      of any kind. No assets have been secured or set aside by the Corporation with
      respect to the Award and, if amounts become payable to the Grantee pursuant
      to
      this Award Agreement, the Grantee’s rights with respect to such amounts shall be
      no greater than the rights of any general unsecured creditor of the Corporation.
      

     

    2. Vesting.
      As set
      forth on the cover page of this Award Agreement, the Award shall vest in
      percentage installments, subject to earlier termination or acceleration and
      subject to adjustment as provided herein and in the Plan.

     

    3. Continuance
      of Employment.
      The
      vesting schedule requires continued employment or service through each
      applicable vesting date as a condition to the vesting of the applicable
      installment of the Award and the rights and benefits under this Award Agreement.
      Employment or service for only a portion of the vesting period, even if a
      substantial portion, will not entitle the Grantee to any proportionate vesting
      or avoid or mitigate a termination of rights and benefits upon or following
      a
      termination of employment or services as provided in Section 7 below or under
      the Plan.

     

    Nothing
      contained in this Award Agreement or the Plan constitutes an employment or
      service commitment by the Corporation or any Subsidiary, affects the Grantee’s
      status as an employee at will who is subject to termination without cause,
      confers upon the Grantee any right to remain employed by or in service to the
      Corporation or any Subsidiary, interferes in any way with the right of the
      Corporation or any Subsidiary at any time to terminate such employment or
      services, or affects the right of the Corporation or any Subsidiary to increase
      or decrease the Grantee’s other compensation or benefits. Nothing in this
      paragraph, however, is intended to adversely affect any independent contractual
      right of the Grantee under any written employment agreement with the
      Corporation.

     

    4. Dividend
      and Voting Rights.
      

     

    (a) Limitations
      on Rights Associated with Units.
      The
      Grantee shall have no rights as a stockholder of the Corporation, no dividend
      rights (except as expressly provided in Section 4(b) hereof with respect to
      Dividend Equivalents) and no voting rights with respect to the Stock Units
      or
      any shares of Common Stock issuable in respect of such Stock Units, until shares
      of Common Stock are actually issued to and held of record by the Grantee. No
      adjustments will be

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    made
      for
      dividends or other rights of a holder for which the record date is prior to
      the
      date of issuance of the stock certificate evidencing the shares.

     

    (b) Dividend
      Equivalent Distributions.
      No later
      than sixty (60) days following each date that the Corporation pays an ordinary
      cash dividend on its outstanding Common Stock (if any ordinary cash dividends
      are paid), for which the related record date occurs after the Award Date and
      prior to the fourth anniversary of the Award Date, the Corporation shall make
      a
      cash payment to the Participant (or, in the Committee’s discretion, shall credit
      the Participant with additional Stock Units) equal to, subject to the tax
      withholding provisions of Section 9 hereof and Section 17 of the Plan, the
      amount of the ordinary cash dividend paid by the Corporation on a single share
      of Common Stock multiplied by the number of Stock Units subject to this Award
      Agreement outstanding and unpaid as of such record date (“Dividend
      Equivalents”).

     

    5. Restrictions
      on Transfer.
      Prior
      to the time the Stock Units are vested and paid, neither the Stock Units
      comprising the Award nor any interest therein or amount payable in respect
      thereof may be sold, assigned, transferred, pledged or otherwise disposed of,
      alienated or encumbered, either voluntarily or involuntarily, other than by
      will
      or the laws of descent and distribution.

     

    6. Timing
      and Manner of Payment of Stock Units.
      Stock
      Units subject to this Award Agreement shall be paid in an equivalent number
      of
      shares of Common Stock promptly after the vesting of such Stock Units in
      accordance with the terms hereof; provided, however, that the Committee may
      provide for all or a portion of such vested Stock Units to be paid in cash.
      Such
      payment shall be subject to the tax withholding provisions of Section 9 hereof
      and Section 17 of the Plan and subject to adjustment as provided in Section
      12
      of the Plan and shall be in complete satisfaction of such vested Stock Units.
      The Grantee or any other person entitled under the Plan to receive a payment
      of
      shares of Common Stock shall deliver to the Corporation any representations
      or
      other documents or assurances required pursuant to Section 18 of the
      Plan.

     

    Notwithstanding
      the foregoing paragraph, the Grantee may elect, prior to the year in which
      a
      Stock Unit may vest and in accordance with rules prescribed the Committee,
      not
      to receive payment upon the vesting of such Stock Unit and instead have the
      Corporation continue to maintain such Stock Unit on its books of account.
      Subject to approval by the Committee, the value of any such deferred Stock
      Unit
      shall be payable as elected by the Grantee at the time of the
      deferral.

     

    7. Effect
      of Termination of Employment or Services.
      The
      Grantee’s Stock Units shall be forfeited to the extent such units have not
      become vested upon the first date the Grantee is no longer employed by or
      providing services to the Corporation or one of its Subsidiaries, regardless
      of
      the reason for the termination of such employment or services, whether with
      or
      without cause, voluntarily or involuntarily. If the Grantee is employed by
      a
      Subsidiary and that entity ceases to be a Subsidiary, such event shall be deemed
      to be a termination of employment of the Grantee for purposes of this Award
      Agreement, unless the Grantee otherwise continues to be employed by the
      Corporation or another of its Subsidiaries following such event. If the Grantee
      is not an employee or director of the Corporation or a Subsidiary, the Committee
      shall be the sole judge for purposes of this Award Agreement whether the Grantee
      continues to render services to the Corporation or a Subsidiary and the date,
      if
      any, upon which such services shall be deemed to have terminated.

     

    8. Adjustments
      Upon Specified Events.
      Upon
      the occurrence of certain events relating to the Corporation’s stock
      contemplated by Section 12 of the Plan, the Committee will

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    make
      adjustments if appropriate in the number of Stock Units contemplated hereby
      and
      the number and kind of securities that may be issued in respect of the
      Award.

     

    9. Tax
      Withholding.
      The
      Corporation shall reasonably determine the amount of any federal, state, local
      or other income, employment, or other taxes which the Corporation or any of
      its
      affiliates may reasonably be obligated to withhold with respect to the grant,
      vesting, or other event with respect to the Stock Units. The Corporation may,
      in
      its sole discretion, withhold a sufficient number of shares of Common Stock
      in
      connection with the vesting of the Stock Units at the then Fair Market Value
      of
      the Common Stock (determined either as of the date of such withholding or as
      of
      the immediately preceding trading day, as determined by the Corporation in
      its
      discretion) to satisfy the amount of any such withholding obligations that
      arise
      with respect to the vesting of such Stock Units. The Corporation may take such
      action(s) without notice to the Grantee and shall remit to the Grantee the
      balance of any proceeds from withholding such shares in excess of the amount
      reasonably determined to be necessary to satisfy such withholding obligations.
      The Grantee shall have no discretion as to the satisfaction of tax withholding
      obligations in such manner. If, however, any withholding event occurs with
      respect to the Stock Units other than the vesting of such units, or if the
      Corporation for any reason does not satisfy the withholding obligations with
      respect to the vesting of the Stock Units as provided above in this Section
      9,
      the Corporation shall be entitled to require a cash payment by or on behalf
      of
      the Grantee and/or to deduct from other compensation payable to the Grantee
      the
      amount of any such withholding obligations.

     

    10. Notices.
      Any
      notice to be given under the terms of this Award Agreement shall be in writing
      and addressed to the Corporation at its principal office to the attention of
      the
      Secretary, and to the Grantee at the Grantee’s last address reflected on the
      Corporation’s records, or at such other address as either party may hereafter
      designate in writing to the other. Any such notice shall be given only when
      received, but if the Grantee is no longer an employee of the Corporation or
      one
      of its Subsidiaries, shall be deemed to have been duly given by the Corporation
      when enclosed in a properly sealed envelope addressed as aforesaid, registered
      or certified, and deposited (postage and registry or certification fee prepaid)
      in a post office or branch post office regularly maintained by the United States
      Government.

     

    11. Plan.
      The
      Award and all rights of the Grantee under this Award Agreement are subject
      to,
      and the Grantee agrees to be bound by, all of the terms and conditions of the
      provisions of the Plan, incorporated herein by this reference. In the event
      of a
      conflict or inconsistency between the terms and conditions of this Award
      Agreement and of the Plan, the terms and conditions of the Plan shall govern.
      The Grantee agrees to be bound by the terms of the Plan and of this Award
      Agreement. The Grantee acknowledges reading and understanding the Plan, the
      Prospectus for the Plan, and this Award Agreement. Unless otherwise expressly
      provided in other sections of this Award Agreement, provisions of the Plan
      that
      confer discretionary authority on the Corporation’s Board of Directors (the
“Board”)
      or the
      Committee do not (and shall not be deemed to) create any rights in the Grantee
      unless such rights are expressly set forth herein or are otherwise in the sole
      discretion of the Board or the Committee so conferred by appropriate action
      of
      the Board or the Committee under the Plan after
      the date
      hereof.

     

    12. Entire
      Agreement.
      This
      Award Agreement and the Plan together constitute the entire agreement and
      supersede all prior understandings and agreements, written or oral, of the
      parties hereto with respect to the subject matter hereof. The Plan and this
      Award Agreement may be amended pursuant to Section 22 of the Plan. Such
      amendment must be in writing and signed by the Corporation. The Corporation
      may,
      however, unilaterally waive any provision hereof in

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    writing
      to the extent such waiver does not adversely affect the interests of the Grantee
      hereunder, but no such waiver shall operate as or be construed to be a
      subsequent waiver of the same provision or a waiver of any other provision
      hereof.

     

    13. Counterparts.
      This
      Award Agreement may be executed simultaneously in any number of counterparts,
      each of which shall be deemed an original but all of which together shall
      constitute one and the same instrument. 

     

    14. Section
      Headings.
      The
      section headings of this Award Agreement are for convenience of reference only
      and shall not be deemed to alter or affect any provision hereof.

     

    15. Governing
      Law.
      This
      Award Agreement and the rights of the parties hereunder with respect to the
      Award shall be governed by and construed and enforced in accordance with the
      laws of the State of Delaware without regard to conflict of law principles
      thereunder.