Exhibit 4.5


 


AMENDMENT TO THE


 


AVIV REIT, INC.


 


2013 LONG-TERM INCENTIVE PLAN


 


WHEREAS, Aviv REIT, Inc.
(“Aviv REIT”) maintains the Aviv REIT, Inc. 2013 Long-Term Incentive Plan (“Plan”);


 


WHEREAS, Aviv REIT, Aviv
Healthcare Properties Limited Partnership, Omega Healthcare Investors, Inc. (“Omega”), OHI Healthcare Properties
Holdco, Inc. (“Merger Sub”), and OHI Healthcare Property Limited Partnership, L.P. entered into that certain
Agreement and Plan of Merger, dated October 30, 2014 (“Merger Agreement”), providing for, among other things,
the merger of Aviv REIT into Merger Sub (“Merger”);


 


WHEREAS, under the terms
of the Merger Agreement, Omega agreed to (1) assume the Plan from Aviv REIT and (2) convert the shares of Aviv REIT common stock
underlying the outstanding awards granted under the Plan to shares of Omega common stock, contingent upon the closing of the Merger
(“Closing”) and effective as of the “Merger Effective Time” (as defined in the Merger Agreement);
and


 


WHEREAS, contingent upon
the Closing and effective as of the Merger Effective Time, Omega desires to amend the Plan to reflect (i) the assumption of the
Plan by Omega from Aviv REIT; (ii) the conversion of the shares of Aviv REIT common stock underlying the outstanding awards granted
under the Plan to shares of Omega common stock; and (iii) the termination of the Plan, provided that outstanding time-based restricted
stock units under the Plan as of the Closing Date shall not be affected by the Plan’s termination and shall remain in effect
until cancelled, forfeited, terminated or settled in accordance with the terms of the Plan and the applicable restricted stock
unit agreements as modified by resolutions of Omega’s Board of Directors implementing Section 2.4 of the Merger Agreement.


 


NOW, THEREFORE, contingent
upon the Closing and effective as of the Merger Effective Time, the Plan is hereby amended as follows:


 


1.             Section 1.1 of the
Plan is hereby deleted in its entirety and replaced with the following:


 


“The Aviv REIT,
Inc. 2013 Long-Term Incentive Plan (this ‘Plan’) was previously maintained by Aviv REIT, Inc. (‘Aviv’)
with the purpose of the Plan being (i) to align the interests of Aviv REIT’s stockholders and the recipients of awards under
the Plan by increasing the proprietary interest of such recipients in the Aviv REIT’s growth and success, (ii) to advance
the interests of Aviv REIT by attracting and retaining Directors and employees and consultants of AAM and its Affiliates and (iii)
to motivate such persons to act in the long-term best interests of Aviv REIT and its stockholders.


 


Effective October
30, 2014, Omega Healthcare Investors, Inc. (‘Omega’), Aviv REIT, Aviv Healthcare Properties Limited Partnership,
OHI Healthcare


 




    	 



    	 



    

  


Properties Holdco, Inc. (‘OHI
Holdco’), and OHI Healthcare Property Limited Partnership, L.P. entered into that certain Agreement and Plan of Merger,
dated October 30, 2014 (‘Merger Agreement’), providing for, among other things, the merger of Aviv REIT into
OHI Holdco (‘Merger’). In accordance with the terms of the Merger Agreement and effective as of the date of
the closing of the Merger (‘Closing Date’), Aviv REIT assigned the Plan to Omega and, pursuant to resolutions
adopted by Omega’s Board of Directors Omega (i) assumed the Plan, (ii) assumed those Restricted Stock Unit awards that remain
in effect after the Closing Date, (iii) settled all awards under the Plan that remain in effect as of the Closing Date except for
the Restricted Stock Units assumed by Omega that remain in effect following the Closing Date, and (iv) for outstanding awards under
the Plan, substituted Omega common stock for common stock of Aviv REIT using an exchange ratio of nine-tenths (0.90) of a share
of common stock of Omega for one (1) share of common stock of Aviv REIT. Pursuant to resolutions adopted by Omega’s Board
of Directors, simultaneously with Omega’s assumption of the Plan, Omega terminated the Plan, provided that the Restricted
Stock Units assumed by Omega that remain in effect following the Closing Date will not, without the Restricted Stock Unit holder’s
consent, be affected by the Plan’s termination and will remain in effect until cancelled, forfeited, terminated or settled
in accordance with the terms of the Plan and the applicable Restricted Stock Unit award agreements as modified by resolutions of
Omega’s Board of Directors implementing Section 2.4 of the Merger Agreement. The Board resolutions described in the prior
two sentences shall be deemed to have amended the Plan and all provisions of the Plan shall be interpreted consistently with these
resolutions.”


 


2.             Section 1.2 of the
Plan is hereby revised by deleting the definition of “Company” in its entirety and replacing it with the following:


 


“‘Company’
shall mean Omega Healthcare Investors, Inc., a Maryland corporation, or any successor thereto.”


 


3.             Section 1.2 of the
Plan is hereby revised by deleting the definition of “Committee” in its entirety and replacing it with the following:


 


“‘Committee’
shall mean the Compensation Committee of the Board of Directors of Omega.”


 


4.             Section 1.2 of the
Plan is hereby revised by deleting the definition of “Common Stock” in its entirety and replacing it with the following:


 


“‘Common
Stock’ shall mean the common stock, $0.10 par value, of the Company, and all rights appurtenant thereto.”


 


5.             Section 5.1 of the
Plan is hereby amended to add the following at the end thereof:


 


“The Plan is
hereby terminated as of the Closing Date. No awards shall be granted under the Plan as of or after the Closing Date.”


 




    	 



    	 



    

  


6.             Section 5.7 of the
Plan is hereby amended to add the following at the end thereof:


 


“The number
of shares of Common Stock available for issuance under the Plan and the number of shares of Common Stock underlying each outstanding
award under the Plan is hereby adjusted by multiplying such number of shares in effect immediately before the Merger Effective
Time by 0.90 (the ‘Exchange Ratio’), rounded down to the closest whole share.”


 


Except as specifically
amended hereby, the Plan shall remain in full force and effect prior to this Amendment.


 


IN WITNESS WHEREOF, the
Company has caused this Amendment to be executed as of the 1st day of April, 2015.


 


	 	OMEGA HEALTHCARE INVESTORS, INC.
	 	 	 
	 	By:	/s/ C/ Taylor Pickett
	 	 	 
	 	Name:  C. Taylor Pickett
	 	 
	 	Title:  Chief Executive Officer