Form of Restricted Stock Unit Agreement



 Exhibit 10.63 
 Restricted Stock Units Award under 
 the DaVita Inc. 2002 Equity Compensation Plan 

- Employee 
 [Address] 
 In recognition of your continuing contributions toward making DaVita the Greatest Dialysis Company the World has ever seen, and as a reward for your hard work and
commitment to living our Mission and our Values, you have been granted this award (the “Award”) of restricted stock units (“Restricted Stock Units” or “Units”) under DaVita’s 2002 Equity Compensation Plan (the
“Plan”). This award represents your right to receive shares of common stock of DaVita Inc. (the “Company”), subject to your fulfillment of the vesting conditions set forth in this agreement (the “Agreement”).

 The terms of your Award are as set forth in this Agreement and in the Plan. The Plan is incorporated into this Agreement by reference, which means that
this Agreement is limited by and subject to the terms of the Plan. In the event of a conflict between the terms of this Agreement and the terms of the Plan, the terms of the Plan will control. Capitalized terms that are used here but that are not
defined in this Agreement have the meanings given to them in the Plan. The most important terms of the Award are summarized as follows: 
  

			
	1. Award Date:	 	
		
	2. Number of Units:	 	
		
	3. Vesting Schedule:	 	


 The terms set forth above, together with the terms and conditions attached, constitute
one agreement. 
 Note: Please mark and initial any correction to the Name, SSN and/or Address shown on this page before returning a
signed copy of this agreement to the Stock Plan Administrator. 







 4. Conversion of Restricted Stock Units and Stock Issuance. Upon each vesting date of the Award (each, a
“Vesting Date”), one share of Common Stock will become issuable to you for each Restricted Stock Unit that vests on such Vesting Date (the “Shares”). After the Vesting Date, the Company will issue the Shares to you, after
reducing the Shares by a number of shares (if any) that are sold to satisfy your tax withholding obligations. No fractional shares will be issued under this Agreement, even though such fractions may result if a portion of a share must be sold to pay
your withholding taxes. 
 5. Termination of Employment. You must be an employee of the Company on a Vesting Date in order to receive the Shares then
vesting. Thus, Restricted Stock Units will not continue to vest if your employment terminates for any reason, including in the event you die, become disabled, retire, or change status to that of an independent contractor. In those circumstances, you
will forfeit your right to any Restricted Stock Units that would otherwise vest after the date on which your employment is terminated. 
 6. Right to
Shares. You will not have any right to the Shares subject to your Award until they are actually issued to you. 
 7. Taxes. 
 (a) Generally. You are ultimately liable and responsible for all taxes owed in connection with the Award, regardless of any action the Company or
any of its Subsidiaries takes with respect to any tax withholding obligations that arise in connection with the Award. Neither the Company nor any of its Subsidiaries makes any representation or undertaking regarding the treatment of any tax
withholding in connection with the grant or vesting of the Award or the subsequent sale of Shares issuable pursuant to the Award. The Company and its Subsidiaries do not commit and are under no obligation to structure the Award to reduce or
eliminate your tax liability. As a condition and term of this Award, no election under 83(b) of the United States Internal Revenue Code may be made by you or any other person with respect to all or any portion of the Award. 
 (b) Payment of Withholding Taxes. Prior to any event in connection with the Award (e.g., vesting) that the Company determines may result in any
domestic or foreign tax withholding obligation, whether national, federal, state or local, including any social tax obligation (the “Tax Withholding Obligation”), you must arrange for the satisfaction of the minimum amount of such Tax
Withholding Obligation in a manner acceptable to the Company. You may choose to satisfy your tax obligation in either of the following manners: 
 (i) By Sale of Shares. Unless you choose to satisfy the Tax Withholding Obligation by some other means in accordance with clause (ii) below, your acceptance of this Award constitutes your instruction and
authorization to the Company and any brokerage firm determined acceptable to the Company for such purpose to withhold or sell on your behalf a whole number of Shares from those Shares issuable to you as the Company determines to be appropriate to
generate cash proceeds sufficient to satisfy the Tax Withholding Obligation. Such Shares will be sold on the day the tax Withholding Obligation arises (e.g., a Vesting Date) or as soon thereafter as practicable. You will be responsible for all
broker’s fees and other costs of sale, and you agree to indemnify and hold the Company harmless from any losses, costs, damages, or expenses relating to any such sale. To the extent the proceeds of such sale exceed your Tax Withholding
Obligation, the Company agrees to pay such excess in cash to you through payroll or otherwise as soon as practicable. You acknowledge that the Company or its designee is under no obligation to arrange for such sale at any particular price, and that
the proceeds of any such sale may not be sufficient to satisfy your Tax Withholding Obligation. Accordingly, you agree to pay to the Company or any of its Subsidiaries as soon as practicable, including through additional payroll withholding, any
amount of Tax Withholding Obligation that is not satisfied by the sale of Shares described above. 
 (ii) By Check, Wire Transfer
or Other Means. At any time not less than ten (10) business days before any Tax Withholding Obligation arises (e.g., a Vesting Date), you may notify the Company of your intent to make a separate cash payment to satisfy your Tax
Withholding Obligation. If you elect to satisfy your Tax Withholding Obligation in this manner, you will be asked to remit to the Company an amount that the Company determines is sufficient to satisfy the Tax Withholding Obligation within ten (10)
business days after the Vesting Date by (a) delivery of a certified check payable to the Company, attn: Dan Chandler, Stock Plan Administrator, P.O Box 2076, Tacoma, Washington 98401-2076, or such other address as the Company may from time to time
direct, (b) wire transfer to such account as the Company may direct, or (c) such other means as the Company may establish or permit. If you do not remit this amount to the Company within twenty (20) business days after the Vesting Date, the Company
reserves the right to satisfy your Tax Withholding Obligation in the manner set out under paragraph (i) above in its sole discretion. 







 (c) Right to Retain Shares. The Company will not be able to issue any Shares to you until you
satisfy the Tax Withholding Obligation. 
 8. Assignment. Your interest in this Award may not be assigned or alienated, whether voluntarily or
involuntarily. 
 9. Amendments. This Award may be amended only by means of a written document signed by both you and the Company.
Notwithstanding the foregoing, if there is a meaningful reduction, determined in the Company’s sole discretion, in your duties and responsibilities and the level of your regular cash compensation for an extended or indefinite period of time,
the Company reserves the right to unilaterally revoke some or all of the unvested portion of the Award.  
 10. Change of Control of the Company.
Under certain circumstances, if the Company is sold, your entire Award will vest immediately. The specific rules regarding the circumstances in which full vesting would occur are contained in an exhibit to this Agreement. 
 11. Non-Competition/Non-Solicitation/Non-Disclosure 
 (a) You acknowledge and recognize the highly competitive nature of the business of the Company and accordingly agree that while you are an employee of the Company and for the one-year period following termination of such relationship, you
will not (i) engage in or become an employee, director, principal or shareholder of, consultant to or equity participant in, any person, firm, partnership in, any person, firm, partnership, joint venture, association, corporation or other
business organization, entity, or enterprise other than the Company that engages in activities that are in competition with the Company in the United States; (ii) directly or indirectly, own, manage, control, operate, invest in, acquire an
interest in, or otherwise engage in, act for, or act on behalf of any person firm, partnership, joint venture, association, corporation or other business organization, entity, or enterprise other than the Company that engages in activities that are
in competition with the Company; (iii) be an officer, director, consultant, partner, employee, creditor, agent, trustee, independent contractor, or advisor on a paid or unpaid basis of any person, firm, partnership, joint venture, association,
corporation or other business organization, entity, or enterprise that has been a supplier to or client of the Company; (iv) be an officer, director, consultant, partner, owner, employee, creditor, agent, trustee, independent contractor, or
advisor on a paid or unpaid basis of any physician group or physician partners who provide nephrology-related services; (v) (x) directly or indirectly induce any employee of the Company, its affiliates or its subsidiaries or any physician
with privileges at a dialysis facility owned by the Company, its affiliates or its subsidiaries to (A) engage in any activity that you have agreed to refrain from pursuant to (i)-(iv) above or (B) terminate his or her relationship
with the Company or any of its affiliates or subsidiaries or (y) directly or indirectly employ, or offer employment to or other similar arrangement with, any person who is or was during the period of your employment or consulting or advisory
relationship with the Company, or was beforehand, employed or engaged by the Company, its affiliates or subsidiaries, including but not limited to a medical director of a dialysis facility owned or operated by the Company, its subsidiaries or
affiliates, or a physician with admitting privileges at a dialysis facility owned, operated or managed by Company, or one of its affiliates or subsidiaries, or (vi) take any action that results, or might reasonably result in any of the
foregoing. 
 (b) In addition, you agree not to disclose or use for your own benefit or purposes or for the benefit or purposes of any
person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise other than the Company and any of its subsidiaries or affiliates, any trade secrets, information, data, or other confidential
information relating to customers, development, programs, costs, marketing, trading, investment, sales activities, promotion, credit and financial data, financing methods, plans, or the business and affairs of the Company (“Information”);
provided, however, the foregoing shall not apply to (i) Information which is not unique to the Company, or (ii) Information which is generally known to the industry or the public other than as a result of your breach of this covenant, or (iii)
disclosure that is required by any applicable law, rule or regulation. If you receive such a request to produce Information in your possession, you shall provide Company reasonable advance notice, in writing, prior to producing said Information, so
as to give Company reasonable time to object to your producing said Information. You also agree that you will not become employed by or enter into service with any person, firm, partnership, joint venture, association, corporation or other business
organization, entity or enterprise other than the Company and any of its subsidiaries or affiliates in which you will be obligated to disclose or use any Information, or where such disclosure would be inevitable because of the nature of the
position. 







 (c) If, at any time within (a) the Term of this Agreement, or (b) one (1) year after
termination of employment for any reason, whichever is the latest, you (i) breach the non-competition provision of Section 11(a), (ii) breach the non-solicitation provision of Section 11(a), (iii) breach the non-disclosure
provision of Section 11(b), (iv) are convicted of a felony, (v) have been adjudicated by a court of competent jurisdiction of having committed an act of fraud or dishonesty resulting or intending to result directly or indirectly in
personal enrichment at the expense of the Company, or (vi) are excluded from participating in any federal health care program, then (1) this Agreement shall terminate effective on the date on which you enter into such activity, and
(2) the Company may seek temporary, preliminary, and permanent injunctive relief to prevent any actual or threatened breach or continuation of any breach of this Agreement without the necessity of proving actual damages or posting a bond or
other security (which you hereby agree to) and/or an order requiring you to repay the Company any consideration received by you as a result of this Award under this Agreement. 
 12. Execution of Award Agreement. This agreement may be considered null and void at the discretion of the Company if a signed copy is not returned to the Stock Plan Administrator for the Company by NO LATER
THAN July 31, 2005. 
 13. Section 409A of the Code. This Agreement is intended to meet the requirements of Section 409A of the
Code, and shall be interpreted and construed consistent with that intent. Notwithstanding any other provision of this Agreement, to the extent that the right to any issuance of Common Stock or payment to you hereunder provides for the “deferral
of compensation” within the meaning of Section 409A(d)(1) of the Code, the issuance or payment shall be made in accordance with the following: 
 If you are a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code on the date of your “separation from service” within the meaning of Section 409A(a)(2)(A)(i) of the Code (the
“Separation Date”), then no such issuance of Common Stock or payment shall be made during the period beginning on the Separation Date and ending on the date that is six months following the Separation Date or, if earlier, on the date of
your death, if the earlier making of such issuance of Common Stock or payment would result in tax penalties being imposed on you under Section 409A of the Code. The amount of any issuance of Common Stock or payment that would otherwise be made
during this period shall instead be made on the first business day following the date that is six months following the Separation Date or, if earlier, the date of your death. 
 In Witness Whereof, the Company and the Award recipient have executed this Agreement as of the date first written above. 
  

					
	Recipient	 		 	Company
			
	  
	 		 	  

	Printed Name	 		 	Printed Name
			
	  
	 		 	  

	Signature	 		 	Signature
			
	  
	 		 	  

	Title	 		 	Title
			
	  
	 		 	  

	Division/Department	 		 	Division/Department








 EXHIBIT 
 Events Causing Full Vesting Awards 
 In the event that either (i) in connection with a “Change of
Control” (defined below), the “Acquiror” (defined below) fails to assume, convert or replace this Award, or (ii) your employment is terminated within the twenty-four (24) month period following a Change of Control by the
Company (or the Acquiror) other than for “Cause” (defined below) or, if applicable, by you in accordance with the termination for “Good Reason” provisions of your employment agreement, if any, then, in any such case, this Award
shall automatically vest and become immediately exerciseable in its entirety, such vesting to be effective as of immediately prior to the effective date of the Change of Control in the case of (i), and as of the date of termination of your
employment in the case of (ii). 
 Change of Control will mean: 
 (i) any transaction or series of transactions in which any person or group (within the meaning of Rule 13d-5 under the Exchange Act and Sections 13(d) and 14(d) under the Exchange Act) becomes the direct or indirect “beneficial
owner” (as defined in Rule 13d-3 under the Exchange Act), by way of a stock issuance, tender offer, merger, consolidation, other business combination or otherwise, of greater than 50% of the total voting power (on a fully diluted basis as if
all convertible securities had been converted and all warrants and options had been exercised) entitled to vote in the election of directors of the Company (including any transaction in which the Company becomes a wholly-owned or majority-owned
subsidiary of another corporation), or 
 (ii) any merger or consolidation or reorganization in which the Company does not survive, or 
 (iii) any merger or consolidation in which the Company survives, but the shares of the Company’s Common Stock outstanding immediately prior to such merger or
consolidation represent 50% or less of the voting power of the Company after such merger or consolidation, or 
 (iv) any transaction in which more than 50%
of the Company’s assets are sold. 
 However, no transaction contemplated by clauses (i) through (iv) above shall constitute a Change of
Control if both (x) the person acting as the Chief Executive Officer of the Company for the six months prior to such transaction becomes the Chief Executive Officer or the Executive Chairman of the Board of Directors of the entity that has
acquired control of the Company as a result of such transaction (the “Acquiror”) immediately after such transaction and remains the Chief Executive Officer or Executive Chairman of the Board of Directors for not less than one year
following the transaction and (y) a majority of the Acquiror’s board of directors immediately after such transaction consist of persons who were directors of the Company immediately prior to such transaction. For purposes of this
Agreement, “Cause” means: (1) a material breach by you of your duties and responsibilities which do not differ in any material respect from your duties and responsibilities during the ninety (90) day period immediately prior to a
Change in Control (other than as a result of incapacity due to physical or mental illness) which is demonstrably willful and deliberate on your part, which is committed in bad faith or without reasonable belief that such breach is in the best
interests of the Company and which is not remedied in a reasonable period of time after receipt of written notice from the Company specifying such breach; (2) willful misconduct or gross negligence which results in material harm to the Company;
or (3) your conviction of, or a plea of nolo contendere by the you, to a felony or other crime involving fraud or dishonesty; or (4) willful violation of Company policies which results in material harm to the Company.