Exhibit 10.4


 


EMPLOYMENT AGREEMENT


 


THIS AGREEMENT (the
“Agreement”) to be effective as of March 31, 2015 (the “Effective Date”), contingent upon
the closing of the “Merger” (as defined in the Agreement and Plan of Merger, dated as of October 30, 2014, by
and among Omega Healthcare Investors, Inc., OHI Healthcare Properties Holdco, Inc., OHI Healthcare Properties Limited Partnership,
L.P., Aviv REIT, Inc. and Aviv Healthcare Properties Limited Partnership (the “Merger Agreement”)), with certain
provisions to effective January 1, 2015 where specified below, among OHI Asset Management LLC (the “Company”),
Omega Healthcare Investors, Inc. (the “Parent”), and Robert O. Stephenson (the “Executive”).
This Agreement shall immediately and automatically be null and void and be of no force or effect if the Merger Agreement is terminated
such that the Merger does not occur.


 


INTRODUCTION


 


The Company and the
Executive are parties to an employment agreement effective November 15, 2013. The Company is an indirect of subsidiary of the Parent.
The Parent formed the Company to employ, beginning as of January 1, 2015, individuals who immediately before then were employees
of the Company. Accordingly, the Executive has been employed by the Company since January 1, 2015 and has continued to serve as
the Chief Financial Officer of the Parent. The Company, the Parent and the Executive now desire to enter into this Agreement to
replace and supersede the existing employment agreement.


 


NOW, THEREFORE,
the parties agree as follows:


 


1.         Terms
and Conditions of Employment.


 


(a)         Employment.
From January 1, 2015 through the Effective Date and during the Term, the Company will employ the Executive, and the Executive (i)
will serve on a full-time basis as the Chief Financial Officer of the Parent and the Chief Financial Officer of the Company until
a Change in Control, and upon and following a Change in Control will have such job position as may be assigned by the Parent and
the Company, and (ii) will have such responsibilities and authority as may from time to time be assigned to the Executive by the
Chief Executive Officer of the Parent. In this capacity, Executive will provide unique services to the Parent and the Company and
be privy to the Parent’s and the Company’s Confidential Information and Trade Secrets. The Executive will report to
the Chief Executive Officer of the Parent until a Change in Control, and upon and following a Change in Control will report to
such position as may be established by the Parent and the Company. The Executive’s primary office will be at the Parent’s
headquarters in such geographic location within the United States as may be determined by the Parent.


 


(b)         Exclusivity.  Throughout
the Executive’s employment hereunder, the Executive shall devote substantially all of the Executive’s time, energy
and skill during regular business hours to the performance of the duties of the Executive’s employment, shall faithfully
and industriously perform such duties, and shall diligently follow and implement all management policies and decisions of the Parent;
provided, however, that this provision is not intended to prevent the Executive from managing his investments, so long as he gives
his duties to the Parent and the Company first priority and such investment activities do not interfere with his performance of
duties for the Parent and the Company. Notwithstanding the foregoing, other than with regard to the Executive’s duties to
the


 




    	 



    	 



    

 


Parent and the Company,
the Executive will not accept any other employment during the Term, perform any consulting services during the Term, or serve on
the board of directors or governing body of any other business, except with the prior written consent of the Chief Executive Officer
of the Parent. Further, the Executive has disclosed on Exhibit A hereto, all of his nonpublic company healthcare related
investments, and agrees not to make any investments during the Term hereof except as a passive investor. The Executive agrees during
the Term not to own directly or indirectly equity securities of any public healthcare related company (excluding the Parent) that
represents five percent (5%) or more of the value or voting power of the equity securities of such company.


 


2.         Compensation.


 


(a)          Base
Salary.  The Company shall pay the Executive base salary of $450,000 per annum effective January 1, 2015, which base
salary will be subject to review effective as of January 1, 2016, and at least annually thereafter by the Compensation Committee
of the Board of Directors of the Parent (the “Compensation Committee”) for possible increases. The base salary
shall be payable in equal installments, no less frequently than twice per month, in accordance with the Company’s regular
payroll practices.


 


(b)         Bonus.


 


(i)          The
Executive shall be eligible to earn from the Company an annual bonus of 100%, 75% and 50%, respectively, of the Executive’s
annual base salary for high, target and threshold performance, respectively, (the “Bonus”), which Bonus, if
any, shall be payable (A) promptly following the availability to the Company of the required data to calculate the Bonus for
the year for which the Bonus is earned (which data may in the Compensation Committee’s discretion include audited financial
statements), and (B) by no later than March 15 of the year following the year for which the Bonus is earned.


 


(ii)         The
Bonus metrics, the relative weighting of the bonus metrics and the specific threshold, target and high levels of each metric for
2015 have been previously established by the Compensation Committee. The same performance metrics and the weighting, but not the
specific required levels at threshold, target and high, will continue to apply for each subsequent year of the Term unless the
Compensation Committee changes the metrics or the weighting by no later than the first ninety (90) days of the year in which such
change is to occur. If the Compensation Committee changes the metrics or the weighting with respect to a year, it will communicate
the new metrics and the weighting, and the required levels for threshold, target and high performance to the Executive promptly
after it approves such changes (which approval must occur no later than the first ninety (90) days of the year in which the change
is made or the same metrics, weightings and required levels for threshold, target and high performance utilized in the prior year
will continue to be effective). After any such change is made, the changed metrics and the weighting, but not the required levels
for threshold, target and high performance, will continue to apply to each subsequent year of the Term, unless the Compensation
Committee takes further action to change the metrics or weighting in the same manner described above. Regardless of whether or
not the Compensation Committee changes the metrics or the weighting for a year, it will establish the required levels for threshold,
target and high performance for the year by no later than the first ninety (90) days of the year; provided, however that if the
required levels for threshold, target and high performance for any year are based on objective criteria including, without limitation
but by way of example, objective criteria


 




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contained
in the Parent’s or the Company’s annual budget for the then current year, then such required levels for threshold,
target and high performance will be established no later than the later of the first ninety (90) days of the year or the date the
Board of Directors of the Parent approves the budget or such other objective criteria upon which such required levels are based.
Promptly thereafter, the Compensation Committee will communicate the required levels for threshold, target and high performance
for the year to the Executive. All required levels for threshold, target and high performance for any year that are based on objective
criteria of the type contained in the Parent’s or the Company’s budget will be based on the Parent’s or the Company’s
budget for the subject year that has been approved by the Board of Directors of the Parent.


 


(iii)        The
Executive will be eligible for a prorated Bonus, prorated in accordance with procedures established in the Compensation Committee’s
discretion, if the Executive terminates employment during a calendar year due to death. In addition, if the Term is not extended
beyond December 31, 2017, the Executive will be eligible for a Bonus for 2017 if he remains employed through December 31, 2017.
Otherwise, the Executive will be eligible for a Bonus for any calendar year only if the Executive remains employed by the Company
on the date the Bonus is paid, unless otherwise provided by the terms of the applicable bonus plan or the Compensation Committee.


 


(c)         Long-Term
Incentive Compensation. The Executive shall be entitled to participate in any other long-term incentive compensation program
for executive officers generally that is approved by the Compensation Committee.


 


(d)         Expenses.  The
Executive shall be entitled to be reimbursed in accordance with Company policy for reasonable and necessary expenses incurred by
the Executive in connection with the performance of the Executive’s duties of employment hereunder; provided, however, the
Executive shall, as a condition of such reimbursement, submit verification of the nature and amount of such expenses in accordance
with the reasonable reimbursement policies from time to time adopted by the Company. In the case of taxable reimbursements or in-kind
benefits that are subject to Section 409A of the Internal Revenue Code, the policy must provide an objectively determinable nondiscretionary
definition of expenses eligible for reimbursement or in-kind benefits to be provided, the expense must be incurred or in-kind benefit
must be provided during the period that the Executive is employed by or performing services for the Company, unless a different
objectively and specifically prescribed period is specified under the applicable policy, the amount of expenses that are eligible
for reimbursement or in-kind benefits provided during the Executive’s taxable year may not affect the expenses eligible for
reimbursement or in-kind benefits to be provided in any other taxable year, the reimbursement must be paid to the Executive on
or before the last day of the Executive’s taxable year following the taxable year in which the expense was incurred, and
the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit.


 


(e)         Paid
Time Off.  The Executive shall be entitled to paid time off in accordance with the terms of Company policy.


 


(f)         Benefits.  In
addition to the benefits payable to the Executive specifically described herein, the Executive shall be entitled to such benefits
as generally may be made available to all other executive officers of the Company from time to time; provided, however, that nothing
contained herein shall require the establishment or continuation of any particular plan or program.


 




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(g)         Withholding.  All
payments pursuant to this Agreement shall be reduced for any applicable state, local, or federal tax withholding obligations.


 


(h)         Insurance
and Indemnification.  The Executive shall be entitled to indemnification, including advancement of expenses (if applicable),
in accordance with and to the extent provided by the Parent’s bylaws and articles of incorporation and the Company’s
operating agreement, and any separate indemnification agreement, if any. In addition, the Executive shall be covered under the
Company’s director and officer liability insurance policy.


 


3.         Term,
Termination and Termination Payments.


 


(a)         Term.  The
term of this Agreement (the “Term”) shall begin as of the Effective Date and shall continue through December
31, 2017, unless sooner terminated pursuant to Section 3(b) hereof.


 


(b)         Termination.  This
Agreement and the employment of the Executive by the Company hereunder shall only be terminated: (i) by expiration of the Term;
(ii) by the Company without Cause; (iii) by the Executive for Good Reason; (iv) by the Company or the Executive
due to the Disability of the Executive; (v) by the Company for Cause; (vi) by the Executive for other than Good Reason
or Disability, upon at least sixty (60) days prior written notice to the Company; or (vii) upon the death of the Executive. Any
termination of employment from the Company shall also be deemed to constitute a cessation of services from the Parent. Notice of
termination by any party shall be given in writing prior to termination and shall specify the basis for termination and the effective
date of termination. Further, notice of termination for Cause by the Company or Good Reason by the Executive shall specify the
facts alleged to constitute termination for Cause or Good Reason, as applicable. Except as provided in Section 3(c), the Executive
shall not be entitled to any payments or benefits after the effective date of the termination of this Agreement, except for base
salary pursuant to Section 2(a) accrued up to the effective date of termination, any unpaid earned and accrued Bonus, if any, pursuant
to Section 2(b), pay for accrued but unused vacation that the Employer is legally obligated to pay Employee, if any, and only if
the Employer is so obligated, as provided under the terms of any other employee benefit and compensation agreements or plans applicable
to the Executive, expenses required to be reimbursed pursuant to Section 2(d), and any rights to payment the Executive has under
Section 2(h).


 


(c)         Termination
by the Company without Cause or by the Executive for Good Reason.


 


(i)          If
the employment of the Executive is terminated by the Company without Cause or by the Executive for Good Reason, the Company will
pay the Executive one and one-half times the sum of (A) his base salary pursuant to Section 2(a) hereof, plus (B) an amount
equal to the average annual Bonus paid to the Executive by the Company or the Parent for the three most recently completed calendar
years prior to termination of employment; provided, however, that if the Executive’s termination of employment occurs before
the Bonus, if any, for the most recently completed calendar year is payable, then the averaging will be determined by reference
to the three most recently completed calendar years before that calendar year. Such amount shall be paid in substantially equal
installments not less frequently than twice per month over the eighteen (18) month period commencing as of the date of termination
of employment, provided that the first payment shall be made sixty (60) days following termination of employment and shall include
all payments accrued from the date of termination of employment to the date of the first payment; provided, however, if the


 




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Executive
is a “specified employee” within the meaning of Section 409A of the Internal Revenue Code, as amended (the “Code”),
at the date of his termination of employment then, to the extent required to avoid a tax under Code Section 409A, payments which
would otherwise have been made during the first six (6) months after termination of employment shall be withheld and paid to the
Executive during the seventh month following the date of his termination of employment. Notwithstanding the foregoing, if the total
payments to be paid to the Executive hereunder, along with any other payments to the Executive, would result in the Executive being
subject to the excise tax imposed by Code Section 4999, the Company shall reduce the aggregate payments to the largest amount which
can be paid to the Executive without triggering the excise tax, but only if and to the extent that such reduction would result
in the Executive retaining larger aggregate after-tax payments. The determination of the excise tax and the aggregate after-tax
payments to be received by the Executive will be made by the Company after consultation with its advisors and in material compliance
with applicable law. For this purpose, the parties agree that the payments provided for in this Section 3(c) (i) are intended to
be reasonable compensation for refraining from performing services after termination of employment (i.e, the Executive’s
obligations pursuant to Sections 4, 5 and 6) to the maximum extent possible, and if necessary or desirable, the Company will retain
a valuator or consultant to determine the amount constituting reasonable compensation. If payments are to be reduced, to the extent
permissible under Code Section 4999, payments will be reduced in a manner that maximizes the after-tax economic benefit to the
Executive and to the extent consistent with that objective, in the following order of precedence: (A) first, payments will be reduced
in order of those with the highest ratio of value for purposes of the calculation of the parachute payment to projected actual
taxable compensation to those with the lowest such ratio, (B) second, cash payments will be reduced before non-cash payments, and
(C) third, payments to be made latest in time will be reduced first. Any reduction will be made in a manner that is intended to
avoid a tax being incurred under Code Section 409A.


 


(ii)         If
the Term is not extended beyond December 31, 2017 or the Term is not extended beyond December 31, 2017 and the Company or the Executive
terminates the Executive’s employment upon or following expiration of the Term, such termination shall not be deemed to be
a termination of the Executive’s employment by the Company without Cause or a resignation by Executive for Good Reason.


 


(iii)        Notwithstanding
any other provision hereof, as a condition to the payment of the amounts in this Section, the Executive shall be required to execute
and not revoke within the revocation period provided therein, the Release. The Company shall provide the Release for the Executive’s
execution in sufficient time so that if the Executive timely executes and returns the Release, the revocation period will expire
before the date the Executive is required to begin to receive payment pursuant to Section 3(c)(i).


 


(d)         Survival.  The
covenants in Section 3 hereof shall survive the termination of this Agreement and shall not be extinguished thereby.


 


4.         Ownership
and Protection of Proprietary Information.


 


(a)         Confidentiality.  All
Confidential Information and Trade Secrets of the Company and its Affiliates and all physical embodiments thereof received or developed
by the Executive while employed by the Company or the Parent are confidential to and are and will remain the sole and exclusive
property of the Company and its Affiliates. Except to the extent necessary to perform the


 




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duties assigned by
the Parent or the Company hereunder, and except to the extent required by law, the Executive will hold such Confidential Information
and Trade Secrets in trust and strictest confidence, and will not use, reproduce, distribute, disclose or otherwise disseminate
the Confidential Information and Trade Secrets or any physical embodiments thereof and may in no event take any action causing
or fail to take the action necessary in order to prevent, any Confidential Information and Trade Secrets disclosed to or developed
by the Executive to lose its character or cease to qualify as Confidential Information or Trade Secrets.


 


(b)         Return
of Company Property.  Upon request by the Company, and in any event upon termination of this Agreement for any reason,
as a prior condition to receiving any final compensation hereunder (including any payments pursuant to Section 3 hereof),
the Executive will promptly deliver to the Company all property belonging to the Company and its Affiliates, including, without
limitation, all Confidential Information and Trade Secrets of the Company and its Affiliates (and all embodiments thereof) then
in the Executive’s custody, control or possession.


 


(c)         Survival.  The
covenants of confidentiality set forth herein will apply on and after the date hereof to any Confidential Information and Trade
Secrets disclosed by the Company or an Affiliate or developed by the Executive while employed or engaged by the Company or the
Parent prior to or after the date hereof. The covenants restricting the use of Confidential Information will continue to apply
for a period of two years following the termination of this Agreement. The covenants restricting the use of Trade Secrets will
continue to apply following termination of this Agreement for so long as permitted by the governing law.


 


5.         Non-Competition
and Non-Solicitation Provisions.


 


(a)         The
Executive agrees that during the Applicable Period, the Executive will not (except on behalf of or with the prior written consent
of the Company, which consent may be withheld in Company’s sole discretion), within the Area either directly or indirectly,
on his own behalf, or in the service of or on behalf of others, provide managerial services or management consulting services substantially
similar to those Executive provides for the Company or an Affiliate to any Competing Business. As of the Effective Date, the Executive
acknowledges and agrees that the Business of the Company is conducted in the Area.


 


(b)         The
Executive agrees that during the Applicable Period, he will not, either directly or indirectly, on his own behalf or in the service
of or on behalf of others solicit any individual or entity which is an actual or, to his knowledge, actively sought prospective
client of the Company or any of its Affiliates (determined as of date of termination of employment) with whom he had material contact
while he was an executive officer of the Parent or the Company, for the purpose of offering services substantially similar to those
offered by the Company or an Affiliate.


 


(c)         The
Executive agrees that during the Applicable Period, he will not, either directly or indirectly, on his own behalf or in the service
of or on behalf of others, solicit for employment with a Competing Business any person who is a management level employee of the
Company or an Affiliate with whom Executive had contact during the last year of Executive’s employment with the Company or
the Parent. The Executive shall not be deemed to be in breach of this covenant solely because an employer for whom he may perform
services may solicit, divert, or hire a management level employee of the Company or an Affiliate provided that Executive does not
engage in the activity proscribed by the preceding sentence.


 




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(d)         The
Executive agrees that during the Applicable Period, except to the extent required by law, he will not make any statement (written
or oral) that could reasonably be perceived as disparaging to the Company or any person or entity that he reasonably should know
is an Affiliate.


 


(e)         In
the event that this Section 5 is determined by a court which has jurisdiction to be unenforceable in part or in whole, the court
shall be deemed to have the authority to strike any unenforceable provision, or any part thereof or to revise any provision to
the minimum extent necessary to be enforceable to the maximum extent permitted by law.


 


(f)         The
provisions of this Section 5 shall survive termination of this Agreement, except that if the Executive remains employed by the
Company through December 31, 2017 and the Term expires at December 31, 2017, and as a result no severance is payable pursuant to
Section 3 of this Agreement, then the provisions of this Section 5 shall also expire at December 31, 2017.


 


6.         Remedies
and Enforceability.


 


The Executive agrees
that the covenants, agreements, and representations contained in Sections 4 and 5 hereof are of the essence of this Agreement;
that each of such covenants are reasonable and necessary to protect and preserve the interests and properties of the Company and
its Affiliates; that irreparable loss and damage will be suffered by the Company and its Affiliates should the Executive breach
any of such covenants and agreements; that each of such covenants and agreements is separate, distinct and severable not only from
the other of such covenants and agreements but also from the other and remaining provisions of this Agreement; that the unenforceability
of any such covenant or agreement shall not affect the validity or enforceability of any other such covenant or agreements or any
other provision or provisions of this Agreement; and that, in addition to other remedies available to it, including, without limitation,
termination of the Executive’s employment for Cause, the Company and the Parent shall be entitled to seek both temporary
and permanent injunctions to prevent a breach or contemplated breach by the Executive of any of such covenants or agreements.


 


7.         Notice.


 


All notices, requests,
demands and other communications required hereunder shall be in writing and shall be deemed to have been duly given if delivered
or if mailed, by United States certified or registered mail, prepaid to the party to which the same is directed at the following
addresses (or at such other addresses as shall be given in writing by the parties to one another):


 


	 	If to the Company:	Omega Healthcare Investors, Inc.
	 	 	Suite 3500
	 	 	200 International Circle
	 	 	Hunt Valley MD 21030
	 	 	Attn: Chairman
	 	 	 
	 	If to the Executive:	to the last address the Company
	 	 	has on file for the Executive


 


Notices delivered in
person shall be effective on the date of delivery. Notices delivered by mail as aforesaid shall be effective upon the fourth calendar
day subsequent to the postmark date thereof.


 




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8.         Miscellaneous.


 


(a)         Assignment.  The
rights and obligations of the Company and the Parent under this Agreement shall inure to the benefit of the Company’s and
the Parent’s successors and assigns. This Agreement may be assigned by the Company or the Parent to any legal successor to
the Company’s or the Parent’s business or to an entity that purchases all or substantially all of the assets of the
Company or the Parent, but not otherwise without the prior written consent of the Executive. In the event the Company or the Parent
assigns this Agreement as permitted by this Agreement and the Executive remains employed by the assignee, the “Company”
as defined herein will refer to the assignee and the Executive will not be deemed to have terminated his employment hereunder until
the Executive terminates his employment with the assignee. The Executive may not assign this Agreement.


 


(b)         Waiver.  The
waiver of any breach of this Agreement by any party shall not be effective unless in writing, and no such waiver shall constitute
the waiver of the same or another breach on a subsequent occasion.


 


(c)         Governing
Law.  This Agreement shall be governed by and construed in accordance with the internal laws of the State of Maryland.
The parties agree that any appropriate state or federal court located in Baltimore, Maryland shall have jurisdiction of any case
or controversy arising under or in connection with this Agreement and shall be a proper forum in which to adjudicate such case
or controversy. The parties consent to the jurisdiction of such courts.


 


(d)         Entire
Agreement.  This Agreement embodies the entire agreement of the parties hereto relating to the subject matter hereof
and supersedes all oral agreements, and to the extent inconsistent with the terms hereof, all other written agreements.


 


(e)         Amendment.  This
Agreement may not be modified, amended, supplemented or terminated except by a written instrument executed by the parties hereto.


 


(f)          Severability.  Each
of the covenants and agreements hereinabove contained shall be deemed separate, severable and independent covenants, and in the
event that any covenant shall be declared invalid by any court of competent jurisdiction, such invalidity shall not in any manner
affect or impair the validity or enforceability of any other part or provision of such covenant or of any other covenant contained
herein.


 


(g)         Captions
and Section Headings.  Except as set forth in Section 9 hereof, captions and section headings used herein are
for convenience only and are not a part of this Agreement and shall not be used in construing it.


 


9.         Definitions.


 


(a)         “Affiliate”
means any person, firm, corporation, partnership, association or entity that, directly or indirectly or through one or more intermediaries,
controls, is controlled by or is under common control with the Company.


 


(b)         “Applicable
Period” means the period commencing as of the date of this Agreement and ending eighteen (18) months after the termination
of the Executive’s employment with the Company or any of its Affiliates.


 




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(c)         “Area”
means the states, areas and countries listed on Exhibit B hereto and all other states in which the Company or any of its
Affiliates owns, acquires, develops, invests in, leases, finances the ownership of, or finances the operation of any skilled nursing
facilities, senior housing, long-term care facilities, assisted living facilities, or other residential healthcare-related real
estate.


 


(d)         “Business
of the Company” means any business with the primary purpose of leasing assets to healthcare operators, or financing the
ownership of or financing the operation of skilled nursing facilities, senior housing, long-term care facilities, assisted living
facilities, or other residential healthcare-related real estate.


 


(e)         “Cause”
the occurrence of any of the following events:


 


(i)          willful
refusal by the Executive to follow a lawful direction of the person in the position to which the Executive reports, provided the
direction is not materially inconsistent with the duties or responsibilities of the Executive’s position, which refusal continues
after the person in the position to which the Executive reports has again given the direction in writing;


 


(ii)         willful
misconduct or reckless disregard by the Executive of his duties or with respect to the interest or material property of the Company
or an Affiliate;


 


(iii)         intentional
disclosure by the Executive to an unauthorized person of Confidential Information or Trade Secrets, which causes material harm
to the Company or an Affiliate;


 


(iv)        any
act by the Executive of fraud against, material misappropriation from or significant dishonesty to either the Company or an Affiliate,
or any other party, but in the latter case only if in the reasonable opinion of at least two-thirds of the members of the Board
of Directors of the Parent, such fraud, material misappropriation, or significant dishonesty could reasonably be expected to have
a material adverse impact on the Company or its Affiliates;


 


(v)         commission
by the Executive of a felony as reasonably determined by at least two-thirds of the members of the Board of Directors of the Parent;
or


 


(vi)        a
material breach of this Agreement by the Executive, provided that the nature of such breach shall be set forth with reasonable
particularity in a written notice to the Executive who shall have ten (10) days following delivery of such notice to cure such
alleged breach, provided that such breach is, in the reasonable discretion of the Board of Directors of the Parent, susceptible
to a cure.


 


(f)          “Change
in Control” means any one of the following events which occurs following the Effective Date:


 


(i)          the
acquisition within a twelve (12) month period, directly or indirectly, by any “person” or “persons” (as
such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended), other than the Parent or any
employee benefit plan of the Parent or an Affiliate, or any corporation pursuant to a reorganization, merger or consolidation,
of equity securities of the Parent that in the aggregate represent


 




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thirty percent
(30%) or more of the total voting power of the Parent’s then outstanding equity securities;


 


(ii)         the
acquisition, directly or indirectly, by any “person” or “persons” (as such terms are used in Sections 13(d)
and 14(d) of the Securities Exchange Act of 1934, as amended), other than the Parent or any employee benefit plan of the Parent
or an Affiliate, or any corporation pursuant to a reorganization, merger or consolidation of equity securities of the Parent, resulting
in such person or persons holding equity securities of the Parent that, together with equity securities already held by such person
or persons, in the aggregate represent more than fifty percent (50%) of the total fair market value or total voting power of the
Parent’s then outstanding equity securities;


 


(iii)         individuals
who as of the date hereof, constitute the Board of Directors of the Parent (the “Incumbent Board”) cease for
any reason to constitute at least a majority of the Board of Directors of the parent (the “Board”); provided,
however, that any individual becoming a director subsequent to the date hereof whose election, or nomination for election by the
Parent’s shareholders, was approved by a vote of at least two-thirds of the directors then comprising the Incumbent Board
shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual
whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election
or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a person other than
the Board;


 


(iv)        a
reorganization, merger or consolidation, with respect to which persons who were the holders of equity securities of the Parent
immediately prior to such reorganization, merger or consolidation, immediately thereafter, own equity securities of the surviving
entity representing less than fifty percent (50%) of the combined ordinary voting power of the then outstanding voting securities
of the surviving entity; or


 


(v)         the
acquisition within a twelve (12) month period, directly or indirectly, by any “person” or “persons” (as
such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended), other than any corporation
pursuant to a reorganization, merger or consolidation, of assets of the Parent that have a total gross fair market value equal
to or more than eighty-five percent (85%) of the total gross fair market value of all of the assets of the Parent immediately before
such acquisition.


 


Notwithstanding the
foregoing, no Change in Control shall be deemed to have occurred for purposes of this Agreement (a) unless the event also constitutes
a “change in the ownership or effective control of the corporation or in the ownership of a substantial portion of the assets
of the corporation” within the meaning of Code Section 409A(a)(2)(v), or (b) by reason of any actions or events in which
the Executive participates in a capacity other than in his capacity as an officer, employee, or director of the Parent or an Affiliate.


 


(g)         “Competing
Business” means the entities listed below and any person, firm, corporation, joint venture, or other business that is
engaged in the Business of the Company:


 


(i)          Ventas,
Inc.,


(ii)         Health
Care Property Investors Inc.,


(iii)        Healthcare
Realty Trust,


 




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(iv)        National
Health Investors Inc.,


(v)         National
Health Realty, Inc.,


(vi)        Senior
Housing Properties Trust,


(vii)       Health
Care REIT Inc.,


(viii)      LTC
Properties Inc.,


(ix)        Medical
Properties Trust, Inc.,


(x)         Sabra
Health Care REIT, Inc., and


(xi)        Formation
Capital, LLC.


 


(h)         “Confidential
Information” means data and information relating to the business of the Company or an Affiliate (which does not rise
to the status of a Trade Secret) which is or has been disclosed to the Executive or of which the Executive became aware as a consequence
of or through his relationship to the Company or an Affiliate and which has value to the Company or an Affiliate and is not generally
known to its competitors. Confidential Information shall not include any data or information that has been voluntarily disclosed
to the public by the Company or an Affiliate (except where such public disclosure has been made by the Executive without authorization)
or that has been independently developed and disclosed by others, or that otherwise enters the public domain through lawful means
without breach of any obligations of confidentiality owed to the Company or any of its Affiliates by the Executive.


 


(i)          “Disability”
means the inability of the Executive to perform the material duties of his position hereunder due to a physical, mental, or emotional
impairment, for a ninety (90) consecutive day period or for aggregate of one hundred eighty (180) days during any three hundred
sixty-five (365) day period.


 


(j)          “Good
Reason” means the occurrence of all of the events listed in either (i) or (ii) below:


 


(i)         (A)        the
Company or the Parent materially breaches this Agreement, including without limitation, a material diminution, but only prior to
a Change in Control, of the Executive’s responsibilities as Chief Financial Officer of the Parent, as reasonably modified
by the Chief Executive Officer of the Parent from time to time hereafter, such that the Executive would no longer have responsibilities
substantially equivalent to those of other chief financial officers at companies with similar revenues and market capitalization;


 


(B)         the
Executive gives written notice to the Company of the facts and circumstances constituting the breach of the Agreement within ten
(10) days following the occurrence of the breach;


 


(C)         the
Company fails to remedy the breach within ten (10) days following the Executive’s written notice of the breach; and


 


(D)         the
Executive terminates his employment within thirty (30) days following the Company’s failure to remedy the breach; or


 


(ii)         (A)         the
Company requires the Executive to relocate the Executive’s primary place of employment to a new location that is more than
fifty (50) miles


 




    	11



    	 



    

 


(calculated
using the most direct driving route) from its current location, without the Executive’s consent;


 


(B)         the
Executive gives written notice to the Company within ten (10) days following receipt of notice of relocation of his objection to
the relocation;


 


(C)         the
Company fails to rescind the notice of relocation within ten (10) days following the Executive’s written notice; and


 


(D)         the
Executive terminates his employment within thirty (30) days following the Company’s failure to rescind the notice.


 


(k)         “Release”
means a comprehensive release, covenant not to sue, and non-disparagement agreement from the Executive in favor of the Company,
its executives, officers, directors, Affiliates, and all related parties, in the form attached hereto as Exhibit C;
provided, however, the Company may make any changes to the Release as it determines to be necessary only to ensure that the Release
is enforceable under applicable law.


 


(l)          “Term”
has the meaning as set forth in Section 3(a) hereof.


 


(m)        “Termination
of employment” and similar terms shall refer solely to a “separation from service” within the meaning of
Section 409A of the Internal Revenue Code of 1986, as amended.


 


(n)         “Trade
Secrets” means information including, but not limited to, technical or nontechnical data, formulae, patterns, compilations,
programs, devices, methods, techniques, drawings, processes, financial data, financial plans, product plans or lists of actual
or potential customers or suppliers which (i) derives economic value, actual or potential, from not being generally known
to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or
use, and (ii) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy.


 




    	12



    	 



    

 


IN WITNESS WHEREOF,
the Company, the Parent and the Executive have each executed and delivered this Agreement as of the date first shown above.


 


	 	THE COMPANY:
	 	 
	 	OHI ASSET MANAGEMENT LLC
	 	 
	 	By:	/s/ C. Taylor Pickett
	 	 	C. Taylor Pickett, Chief Executive Officer
	 	 	 
	 	THE PARENT
	 	 
	 	OMEGA HEALTHCARE INVESTORS, INC.
	 	 
	 	By:	/s/ C. Taylor Pickett
	 	 	C. Taylor Pickett, Chief Executive Officer
	 	 	 
	 	THE EXECUTIVE:
	 	/s/ Robert O. Stephenson
	 	Robert O. Stephenson


 




    	13



    	 



    

 


EXHIBIT A


 


	Investment	Ownership
	
         

        None
	
         

        None



 




    	 



    	 



    

 


EXHIBIT B


 


STATES, AREAS AND COUNTRIES 


 


Alabama


Arkansas


Arizona


California


Colorado


Connecticut


Florida


Georgia


Idaho


Illinois


Indiana


Iowa


Kansas


Kentucky


Louisiana


Maryland


Massachusetts


Michigan


Minnesota


Mississippi


Missouri


Montana


Nebraska


Nevada


New Hampshire


New Mexico


North Carolina


Ohio


Oklahoma


Oregon


Pennsylvania


Rhode Island


South Carolina


Tennessee


Texas


Utah


Vermont


Virginia


Washington


West Virginia


Wisconsin


 


England


 




    	 



    	 



    

 


EXHIBIT C


 


RELEASE AGREEMENT PURSUANT TO


EMPLOYMENT AGREEMENT


 


This Agreement (this
“Agreement”) is made this ___ day of _____, 20__, among OHI ASSET MANAGEMENT LLC (“Employer”),
OMEGA HEALTHCARE INVESTORS, INC. (“Parent”) and ________________ (“Employee”).


 


Introduction


 


Employer, Parent
and Employee entered into an Employment Agreement dated ________, 2015 (the “Employment Agreement”).


 


The Employment Agreement
requires that as a condition to Employer’s obligation to pay payments and benefits under Section 3(c) of the Employment Agreement
(the “Severance Benefits”), Employee must provide a release and agree to certain other conditions as provided
herein.


 


NOW, THEREFORE, the
parties agree as follows:


 


		1.	[For Employee under age 40: The effective date of this Agreement shall be the date on
which Employee signs this Agreement (“the Effective Date”), at which time this Agreement shall be fully effective and
enforceable.] 



 


[For Employee age 40
and over or group termination of Employees age 40 and over: Employee has been offered [twenty-one (21) days] [forty-five (45)
days if group termination] from receipt of this Agreement within which to consider this Agreement. The effective date of this Agreement
shall be the date eight (8) days after the date on which Employee signs this Agreement (“the Effective Date”).
For a period of seven (7) days following Employee’s execution of this Agreement, Employee may revoke this Agreement, and
this Agreement shall not become effective or enforceable until such seven (7) day period has expired. Employee must communicate
the desire to revoke this Agreement in writing. Employee understands that he or she may sign the Agreement at any time before the
expiration of the [twenty-one (21) day] [forty-five (45) day] review period. To the degree Employee chooses not to wait [twenty-one
(21) days] [forty-five (45) days] to execute this Agreement, it is because Employee freely and unilaterally chooses to execute
this Agreement before that time. Employee’s signing of the Agreement triggers the commencement of the seven (7) day revocation
period.]


 


		2.	In exchange for Employee’s execution of this Agreement and in full and complete settlement
of any claims as specifically provided in this Agreement, the Employer will provide Employee with the Severance Benefits.



 


		3.	[For Employee age 40 or over or group termination of Employees age 40 and over:  Employee
acknowledges and agrees that this Agreement is in compliance with the Age Discrimination in Employment Act and the Older Workers
Benefit Protection Act and 



 




    	 



    	 



    

 


that the releases set forth
in this Agreement shall be applicable, without limitation, to any claims brought under these Acts.]


 


The release given by Employee
in this Agreement is given solely in exchange for the consideration set forth in Section 2 of this Agreement and such consideration
is in addition to anything of value that Employee was entitled to receive prior to entering into this Agreement.


 


Employee has been advised to
consult an attorney prior to entering into this Agreement [For Employee age 40 or over or group termination of Employees
age 40 and over: and this provision of the Agreement satisfies the requirement of the Older Workers Benefit Protection Act
that Employee be so advised in writing].


 


[For under age 40:
Employee has been offered an ample opportunity from receipt of this Agreement within which to consider this Agreement.]


 


By entering into this Agreement,
Employee does not waive any rights or claims that may arise after the date this Agreement is executed.


 


		4.	[For group termination of Employees age 40 and over:  Employer has ________________________________________________
[Employer to describe class, unit, or group of individuals covered by termination program, any eligibility factors, and time limits
applicable] and such employees comprise the “Decisional Unit.” Attached as “Attachment 1” to this Agreement
is a list of ages and job titles of persons in the Decisional Unit who were and who were not selected for termination and the offer
of consideration for signing the Agreement.]



 


		5.	This Agreement shall in no way be construed as an admission by Employer or Parent that it has acted
wrongfully with respect to Employee or any other person or that Employee has any rights whatsoever against Employer or Parent.
Employer and Parent specifically disclaim any liability to or wrongful acts against Employee or any other person on the part of
themselves, their employees or their agents.



 


		6.	As a material inducement to Employer and Parent to enter into this Agreement, Employee hereby irrevocably
releases Employer and Parent and each of the owners, stockholders, predecessors, successors, directors, officers, employees, representatives,
attorneys, affiliates (and agents, directors, officers, employees, representatives and attorneys of such affiliates) of Employer
and Parent and all persons acting by, through, under or in concert with them (collectively, the “Releasees”),
from any and all charges, claims, liabilities, agreements, damages, causes of action, suits, costs, losses, debts and expenses
(including attorneys’ fees and costs actually incurred) of any nature whatsoever, known or unknown, including, but not limited
to, rights arising out of alleged violations of any contracts, express or implied, any covenant of good faith and fair dealing,
express or implied, or any tort, or any legal restrictions on Employer’s right to terminate employees, or any federal, state
or other governmental statute, regulation, or ordinance, including, without limitation: (1) Title VII of the Civil Rights Act of
1964, as amended by the Civil Rights Act of 1991 (race, color, religion, sex, and national origin discrimination); (2) the Employee
Retirement Income Security Act (“ERISA”); (3) 42 U.S.C. § 1981 (discrimination); (4) the Americans with
Disabilities Act (disability discrimination); (5) the Equal Pay Act; [For Employee age 40 or



 




    	2



    	 



    

 


over
or group termination of Employees age 40 and over: (6) the Age Discrimination in Employment Act; (7) the Older Workers Benefit
Protection Act;]  (6) Executive Order 11246 (race, color, religion, sex, and national origin discrimination); (7)
Executive Order 11141 (age discrimination); (8) Section 503 of the Rehabilitation Act of 1973 (disability discrimination); (9)
negligence; (10) negligent hiring and/or negligent retention; (11) intentional or negligent infliction of emotional distress
or outrage; (12) defamation; (13) interference with employment; (14) wrongful discharge; (15) invasion of privacy;
or (16) violation of any other legal or contractual duty arising under the laws of the State of Maryland or the laws of the
United States (“Claim” or “Claims”), which Employee now has, or claims to have, or which
Employee at any time heretofore had, or claimed to have, or which Employee at any time hereinafter may have, or claim to have,
against each or any of the Releasees, in each case as to acts or omissions by each or any of the Releasees up to the time Employee
signs this Agreement.


 


		7.	The release in the preceding paragraph of this Agreement does not apply to (a) all benefits
and awards (including without limitation cash and stock components) which pursuant to the terms of any compensation or benefit
plans, programs, or agreements of the Employer are earned or become payable, but which have not yet been paid, and (b) pay
for accrued but unused vacation that Employer is legally obligated to pay Employee, if any, and only if the Employer is so obligated,
(c) unreimbursed business expenses for which Employee is entitled to reimbursement under Employer’s policies, (d) any
rights to indemnification that Employee has under any directors and officers or other insurance policy Employer maintains or under
the bylaws and articles of incorporation of Employer, and under any indemnification agreement, if any, and (e) any rights the Employee
may have (if any) to workers compensation benefits.



 


		8.	Employee promises that he will not make statements disparaging to any of the Releasees. Employee
agrees not to make any statements about any of the Releasees to the press (including without limitation any newspaper, magazine,
radio station or television station) or in any social or electronic media outlet without the prior written consent of Employer.
The obligations set forth in the two immediately preceding sentences will expire two years after the Effective Date. Employee will
also cooperate with Employer and its affiliates if Employer requests Employee’s testimony. To the extent practicable and
within the control of Employer, Employer will use reasonable efforts to schedule the timing of Employee’s participation in
any such witness activities in a reasonable manner to take into account Employee’s then current employment, and will pay
the reasonable documented out-of-pocket expenses that Employer pre-approves and that Employee incurs for travel required by Employer
with respect to those activities.



 


		9.	Except as set forth in this Section, Employee agrees not to disclose the existence or terms of
this Agreement to anyone. However, Employee may disclose it to a member of his immediate family or legal or financial advisors
if necessary and on the condition that the family member or advisor similarly does not disclose these terms to anyone. Employee
understands that he will be responsible for any disclosure by a family member or advisor as if he had disclosed it himself. This
restriction does not prohibit Employee’s disclosure of this Agreement or its terms to the extent necessary during a legal
action to enforce this Agreement or to the extent Employee is legally compelled to make a disclosure. However, Employee will notify
Employer promptly upon becoming aware of that legal necessity and provide it with reasonable details of that legal necessity.



 




    	3



    	 



    

 


		10.	Employee has not filed or caused to be filed any lawsuit, complaint or charge with respect to any
Claim he releases in this Agreement. Employee promises never to file or pursue a lawsuit, complaint or charge based on any Claim
released by this Agreement, except that Employee may participate in an investigation or proceeding conducted by an agency of the
United States Government or of any state. Notwithstanding the foregoing, Employee is not prohibited from filing a charge with the
Equal Employment Opportunity Commission but expressly waives his right to personal recovery as a result of such charge. Employee
also has not assigned or transferred any claim he is releasing, nor has he purported to do so. [For group termination of
Employees age 40 and over: Employee covenants and agrees not to institute, or participate in any way in anyone else’s
actions involved in instituting, any action against any of the members of the Decisional Unit with respect to any Claim released
herein.]



 


		11.	Employer, Parent and Employee agree that the terms of this Agreement shall be final and binding
and that this Agreement shall be interpreted, enforced and governed under the laws of the State of Maryland. The provisions of
this Agreement can be severed, and if any part of this Agreement is found to be unenforceable, the remainder of this Agreement
will continue to be valid and effective.



 


		12.	This Agreement sets forth the entire agreement among Employer, Parent and Employee and fully supersedes
any and all prior agreements or understandings, written and/or oral, between Employer and Employee pertaining to the subject matter
of this Agreement.



 


		13.	Employee is solely responsible for the payment of any fees incurred as the result of an attorney
reviewing this agreement on behalf of Employee. In any litigation concerning the validity or enforceability of this contract or
in any litigation to enforce the provisions of this contract, the prevailing party shall be entitled to recover reasonable attorneys’
fees and costs, including court costs and expert witness fees and costs.



 


Employee’s signature below indicates
Employee’s understanding and agreement with all of the terms in this Agreement.


 


Employee should take this Agreement home
and carefully consider all of its provisions before signing it. [For Employee age 40 or over or group termination of Employees
age 40 and over: Employee may take up to [twenty-one (21) days] [forty-five (45) days if group termination] to decide whether
Employee wants to accept and sign this Agreement. Also, if Employee signs this Agreement, Employee will then have an additional
seven (7) days in which to revoke Employee’s acceptance of this Agreement after Employee has signed it. This
Agreement will not be effective or enforceable, nor will any consideration be paid, until after the seven (7) day revocation
period has expired.] Again, Employee is free and encouraged to discuss the contents and advisability of signing this Agreement
with an attorney of Employee’s choosing.


 


Employee
should read carefully. This agreement includes a release of all known and unknown claims through the effective date. Employee is
strongly advised to consult with an attorney before executing this document.


 




    	4



    	 



    

 


IN WITNESS WHEREOF,
Employee, Employer and Parent have executed this Agreement effective as of the date first written above.


 


	 	EMPLOYEE
	 	 
	 	Robert O. Stephenson
	 	 
	 	Signature
	 	 
	 	Date Signed
	 	 
	 	OHI ASSET MANAGEMENT LLC
	 	 
	 	By: _______________________________
	 	 
	 	Title: ______________________________
	 	 
	 	OMEGA HEALTHCARE INVESTORS, INC.
	 	 
	 	By: _______________________________
	 	 
	 	Title: ______________________________


 




    	5



    	 



    

 


ATTACHMENT I


 


[Insert descriptive name of decisional
unit from the Agreement]


 


Employees Comprising
the “Decisional Unit”


 


 


	Job Title:	Age:	Participating:	Not Participating: