**Exhibit10.1****Employment Agreement**     This Employment Agreement dated as of November 30, 2007 (the “Agreement”), is made byand between Skilled Healthcare, LLC., a Delaware limited liability company (together with itsParent and any successor thereto, the “Company”) and Devasis Ghose (the“Executive”).**RECITALS**A. It is the desire of the Company to assure itself of the continued services of the Executiveby entering into this Agreement.B. The Executive and the Company mutually desire that Executive provide services to the Companyon the terms herein provided.**AGREEMENT**     NOW, THEREFORE, in consideration of the foregoing and of the respective covenants andagreements set forth below the parties hereto agree as follows:**1.**  **Employment.** (a) General. The Company shall employ the Executive and the Executive shallenter the employ of the Company, for the period set forth in Section 1(b), inthe position set forth in Section 1(c), and upon the other terms and conditionsherein provided.  (b) Employment Term. The initial term of employment under this Agreement(the “Initial Term”) shall be for the period beginning on January 17, 2008, (the“Effective Date”) and ending on (and including) the Second anniversary thereof,unless earlier terminated as provided in Section 3. The employment termhereunder shall automatically be extended for successive one-year periods(“Extension Terms” and, collectively with the Initial Term, the “Term”)unless either party gives written notice of non-extension to the other no later thansixty (60) days prior to the expiration of the then-applicable Term and subject toearlier termination as provided in Section 3.  (c) Position and Duties. The Executive shall initially report to the ChiefExecutive Officer and perform those duties and have that authority as assigned by theChief Executive Officer; upon the position of Chief Financial Officer of the Companybecoming vacant, the Executive shall serve as the Executive Vice President and ChiefFinancial Officer of the Company with such customary responsibilities, duties andauthority as may from time to time be assigned to the Executive by the Chief ExecutiveOfficer of the Company, the Board of Directors of the Company or by the Board ofDirectors of Parent (the “Board”). The Executive shall devote substantially allhis working time and efforts to the business and affairs of the Company (which mayinclude service to Parent, the Company and their respective direct and indirectsubsidiaries). The Executive agrees to observe and comply with the rules and policiesof the Company as adopted by or under the authority of the Board from time to time.During the Term, it shall not be a violation of this Agreement for the Executive toserve on industry trade, civic, corporate (except if the corporation is deemed in thesole discretion of the Board to be competitive to the Parent or its subsidiaries) or
 

 
   charitable boards or committees and manage his personal investments and affairs, aslong as such activities do not materially interfere with the performance of theExecutive’s duties and responsibilities as an employee of the Company. During hisemployment and following termination of his employment with the Company, theExecutive agrees not to disparage the Company, any of its products or practices, orany of its directors, officers, agents, representatives, stockholders or affiliates,either orally or in writing. (d) Location. The Executive acknowledges that the Company’s principalexecutive offices are currently located at Foothill Ranch, California. The Executiveshall operate principally out of such executive offices, as they may be moved from timeto time within 40 miles of their current location in Foothill Ranch, California. TheCompany expects, and the Executive agrees, that the Executive shall be required totravel from time to time in order to fulfill his duties to the Company.**2.**   **Compensation and Related Matters.** (a) Annual Base Salary. During the Term, the Executive shall receive abase salary at a rate of $400,000 per annum (the “Annual Base Salary”),which shall be paid in accordance with the customary payroll practices of the Company,subject to upward adjustment as may be determined by the Board in its discretion.  (b) Annual Bonus. During the Term, the Executive will be eligible toparticipate in an annual performance-based bonus plan that provides an opportunity of60% of the Executive’s pro-rata Annual Base Salary on terms substantially the same asthe bonus plan adopted by the Board for other senior officers of the Company.  (c) Equity Plan. During the Term, and subject to Board approval, theExecutive shall be entitled to participate in the 2007 Equity Award Plan (the“Equity Plan”) of Parent pursuant to which, on the date the Board selects as thegrant date (the “Grant Date”), the Executive shall receive 60,000 shares ofrestricted common stock of Parent, and 125,000 stock options. The value of theRestricted Stock and exercise price of the Stock Options shall be based upon the closingmarket price of the Parent’s publicly traded stock on the Grant Date pursuant to Boarddiscretion and policy. Restricted Stock and Stock Options shall vest as to 25% of theshares granted on each of the first four anniversaries of the Grant Date, but only tothe extent the Executive remains continuously employed by the Company through theapplicable vesting date.  (d) Benefits. During the Term, the Executive shall be entitled toparticipate in group medical insurance, 401(k) and other standard benefits provided bythe Company, as may be amended from time to time, which are applicable to the seniorofficers of the Company.  (e) Vacation. During the Term, the Executive shall not participate in anyCompany sponsored vacation plan; however the Executive will be expected to work aminimum of 48 weeks per calendar year which will allow four weeks off with pay. Theminimum work threshold is tied to the calendar year and no rollover is permitted fromone year to the next. Any vacation shall be taken at the reasonable and mutualconvenience of the Company and the Executive. The
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   minimum work threshold weeks for the first partial calendar year following theEffective Date shall be 46. (f) Expenses. During the Term, the Company shall reimburse theExecutive for all reasonable travel and other business expenses incurred by him in theperformance of his duties to the Company in accordance with the Company’s expensereimbursement policy.  (g) Key Person Insurance. At any time during the Term, the Company shall havethe right to insure the life of the Executive for the Company’s sole benefit. TheCompany shall have the right to determine the amount of insurance and the type ofpolicy. The Executive shall cooperate with the Company in obtaining such insurance bysubmitting to physical examinations, by supplying all information reasonably required byany insurance carrier, and by executing all necessary documents reasonably required byany insurance carrier. The Executive shall incur no financial obligation by executingany required document, and shall have no interest in any such policy.  (h) Medical Examination. During the Term, the Company shall bear the expenseof an annual medical examination of the Executive at the Coopers Clinic or anotherfacility selected by the Executive and reasonably satisfactory to the Company.  (i) Annual Review. Approximately every 12 months during the Term, theExecutive and the Company’s Chief Executive Officer, Board or appropriate committee ofthe Board shall meet to discuss the Executive’s performance and terms of the Executive’semployment by the Company  (j) Sign-on Bonus. Upon the Effective Date the Company will pay a Sign-on Bonus of$75,000 and an additional $50,000 at the end of the sixth month of continuous employmentwith the Company, provided that if the employment terminates for any reason prior toeither of these two payment dates other than a termination by the Company without cause,the unpaid payments will be forfeited and the remaining sign-on bonus obligation shallbe null and void. In the event of a termination without cause the payments remaining atthat time shall be paid on the termination date.**3.**   **Termination.**     The Term and the Executive’s employment hereunder may be terminated by the Company or theExecutive, as applicable, without any breach of this Agreement only under the followingcircumstances: (a) Circumstances. (i) Death. The Term and the Executive’s employment hereundershall terminate upon his death.  (ii) Disability. If the Executive has incurred a Disability, theCompany may terminate the Term and the Executive’s employment hereunder.
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 (iii) Termination for Cause. The Company may terminate the Termand the Executive’s employment hereunder for Cause.  (iv) Termination without Cause. The Company may terminate theTerm and the Executive’s employment hereunder without Cause.  (v) Resignation by the Executive. The Executive may resign hisemployment and terminate the Term for any reason.  (vi) Non-extension of Term by the Company. The Company may givenotice of non-extension to the Executive pursuant to Section 1(b).  (vii) Non-extension of Term by the Executive. The Executive maygive notice of non-extension to the Company pursuant to Section 1(b). (b) Notice of Termination. Any termination of the Executive’s employment bythe Company or by the Executive under this Section 3 (other than terminationpursuant to paragraph (a)(i)) shall be communicated by a written notice to the otherparty indicating the specific termination provision in this Agreement relied upon, andspecifying a Date of Termination which, if submitted by the Executive, shall be at leasttwo weeks following the date of such notice (a “Notice of Termination”). ANotice of Termination submitted by the Company may provide for a Date of Termination onthe date the Executive receives the Notice of Termination, or any date thereafterelected by the Company in its sole discretion.  (c) Company obligations upon termination. Upon termination of theExecutive’s employment, the Executive (or the Executive’s estate) shall be entitled toreceive the sum of the Executive’s Annual Base Salary through the Date of Terminationnot theretofore paid, any expenses owed to the Executive under Section 2(f), andexcept as otherwise provided herein, any amount accrued and arising from the Executive’sparticipation in, or benefits accrued under any employee benefit plans, programs orarrangements under Section 2(d), which amounts shall be payable in accordancewith the terms and conditions of such employee benefit plans, programs or arrangements,and such other or additional benefits as may be, or become, due to him under theapplicable terms of applicable plans, programs, agreements, corporate governancedocuments and other arrangements of the Company and its parent and subsidiaries(collectively, the “Company Arrangements”).**4.**   **Severance Payments.** (a) Termination for Cause, Resignation by the Executive, Non-extension of Term bythe Executive or the Company, death or Disability. If the Executive’s employment isterminated pursuant to Section 3(a)(iii) for Cause, pursuant to Section3(a)(v) for Resignation by the Executive, pursuant to Section 3(a)(vii) dueto non-extension of the Term by the Executive, the Executive shall not be entitled toany severance payment or benefits. If the Executive’s employment is terminated pursuantto Section 3(a)(i) as a result of Executive’s death or pursuant to Section3(a)(ii) as a result of the Executive’s Disability, the Company shall, subject tothe Executive signing and not revoking, within sixty days following delivery toExecutive, a separation and release agreement in
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   the form attached hereto, (i) pay to the Executive an amount equal to the product of(x) the bonus that the Executive would have earned during the calendar year in whichthe Date of Termination occurs, if any, and (y) a fraction, the numerator of which isthe number of days that elapsed in such calendar year through the Date of Terminationand the denominator of which is 365, payable when bonuses would have otherwise beenpayable had the Executive’s employment not terminated and (ii) in the case oftermination pursuant to Section 3(a)(ii) as a result of the Executive’sDisability, pay to the Executive an amount equal to the excess, if any, of (x) theamount that would have been payable to the Executive pursuant to Section4(b)(i) if the Executive had been terminated by the Company without Causepursuant to Section 3(a)(iv) over (y) the present value of the benefits to bereceived by the Executive (or his beneficiaries) under any disability plan sponsoredby the Company or its affiliates (for purposes of this clause (ii) the amounts in (x)and (y) shall be determined by the Company on an after-tax basis to the extent thattheir receipt by the Executive (or his beneficiaries) would be subject to tax and onactuarial assumptions satisfactory to the Company). If the Executive’s employment isterminated pursuant to Section 3(a)(vi) due to non-extension of the Term bythe Company, the Company shall, subject to the Executive signing and not revoking,within sixty days following delivery to Executive, a separation and release agreementin the form attached hereto at Annex A, (i) pay to the Executive an amount equal tothe product of (x) the bonus that the Executive would have earned during the calendaryear in which the Date of Termination occurs, if any, and (y) a fraction, thenumerator of which is the number of days that elapsed in such calendar year throughthe Date of Termination and the denominator of which is 365, payable when bonuseswould have otherwise been payable had the Executive’s employment not terminated and(ii) pay to the Executive, in a lump sum, an amount equal to the Annual Base Salarythat the Executive would have been entitled to receive if the Executive had continuedhis employment hereunder for (a) a period of 12 months following the Date ofTermination if the non-renewal occurs at the end of the first year of employment; or(b) a period of 18 months following the Date of Termination if the non-renewal occursduring or after the second or successive year of employment. (b) Termination without Cause. If the Executive’s employment shall beterminated by the Company without Cause pursuant to Section 3(a)(iv) the Companyshall, subject to the Executive signing and not revoking, within sixty days followingdelivery to Executive, a separation and release agreement in the form attached hereto: (i) pay to the Executive, in a lump sum, an amount equal to the AnnualBase Salary that the Executive would have been entitled to receive if theExecutive had continued his employment hereunder for a period of 12 monthsfollowing the Date of Termination if the separation shall occur within thefirst 12 months of employment;  (ii) pay to the Executive, in a lump sum, an amount equal to the AnnualBase Salary that the Executive would have been entitled to receive if theExecutive had continued his employment hereunder for a period of 18 monthsfollowing the Date of Termination if the separation shall occur after the first12 months of employment
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 (iii) pay to the Executive an amount equal to the product of (x) the bonusthat the Executive would have earned during the calendar year in which the Dateof Termination occurs, if any, and (y) a fraction, the numerator of which isthe number of days that elapsed in such calendar year through the Date ofTermination and the denominator of which is 365, payable when bonuses wouldhave otherwise been payable had the Executive’s employment not terminated; and  (iv) cover the premium costs for medical benefits under COBRA for theExecutive and, where applicable, his spouse and dependents, life insurance anddisability insurance (all as in effect immediately prior to the Date ofTermination) for a period of 12 months following the Date of Termination (c) Survival. The expiration or termination of the Term shall not impair therights or obligations of any party hereto, which shall have accrued prior to suchexpiration or termination.  (d) 409A. Notwithstanding anything to the contrary in this Section 4, nopayments in this Section 4 will be paid during the six-month period following theExecutive’s termination of employment unless the Company determines, in its good faithjudgment, that paying such amounts at the time or times indicated in this Section wouldnot cause the Executive to incur an additional tax under Section 409A of the InternalRevenue Code of 1986, as amended (the “Code”) (in which case such amounts shall be paidat the time or times indicated in this Section). If the payment of any amounts aredelayed as a result of the previous sentence, on the first day following the end of thesix-month period, the Company will pay the Executive a lump-sum amount equal to thecumulative amounts that would have otherwise been previously paid to the Executive underthis Section 4. Thereafter, payments will resume in accordance with thisSection.**5.**   **Competition.** (a) The Executive shall not, at any time during the Term or during the two-yearperiod following the Date of Termination, directly or indirectly engage in, have anyequity interest in, or manage or operate any person, firm, corporation, partnership orbusiness (whether as director, officer, employee, agent, representative, partner,security holder, consultant or otherwise) that engages in any business (x) whichcompetes with any business of the Company anywhere in the States of California, Kansas,Missouri, Nevada New Mexico or Texas, (y) which competes with any business of theCompany in any State in which the Company operated a facility at any time (whetherbefore or after the date of this Agreement) that the Executive was employed by theCompany or (z) which derives $500,000,000 or more in annual consolidated revenues fromthe operation of skilled nursing facilities in the United States; provided,however, that the Executive shall be permitted to acquire a passive stockinterest in such a business provided the stock acquired is publicly traded and is notmore than five percent (5%) of the outstanding interest in such business.  (b) The Executive shall not at any time during the Term or during the two-year periodfollowing the date of Termination, directly or indirectly, recruit or otherwise solicitor induce or encourage any employee, contractor, customer
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   or supplier of the Company (i) to terminate its employment or arrangement with theCompany, (ii) to otherwise change its relationship with the Company or (iii) toestablish any relationship with the Executive or any other person, firm, corporationor other entity for any business purpose competitive with the business of theCompany. (c) In the event the terms of this Section 5 shall be determined by any courtof competent jurisdiction to be unenforceable by reason of its extending for too great aperiod of time or over too great a geographical area or by reason of its being tooextensive in any other respect, it will be interpreted to extend only over the maximumperiod of time for which it may be enforceable, over the maximum geographical area as towhich it may be enforceable, or to the maximum extent in all other respects as to whichit may be enforceable, all as determined by such court in such action.  (d) As used in this Section 5, the term “Company” shall includeParent, the Company and their respective direct or indirect subsidiaries.**6.**   **Nondisclosure of Proprietary Information.** (a) Except in connection with the faithful performance of the Executive’s dutieshereunder or pursuant to Section 6(c), the Executive shall, in perpetuity,maintain in confidence and shall not directly, indirectly or otherwise, use,disseminate, disclose or publish, or use for his benefit or the benefit of any person,firm, corporation or other entity any confidential or proprietary information or tradesecrets of or relating to the Company (including, without limitation, intellectualproperty in the form of patents, trademarks and copyrights and applications therefor,ideas, inventions, works, discoveries, improvements, information, documents, formulae,practices, processes, methods, developments, source code, modifications, technology,techniques, data, programs, other know-how or materials, owned, developed or possessedby the Company, whether in tangible or intangible form, information with respect to theCompany’s operations, processes, products, inventions, business practices, finances,principals, vendors, suppliers, customers, potential customers, marketing methods,costs, prices, contractual relationships, regulatory status, prospects and compensationpaid to employees or other terms of employment), or deliver to any person, firm,corporation or other entity any document, record, notebook, computer program or similarrepository of or containing any such confidential or proprietary information or tradesecrets. The parties hereby stipulate and agree that as between them the foregoingmatters are important, material and confidential proprietary information and tradesecrets and affect the successful conduct of the businesses of the Company (and anysuccessor or assignee of the Company). Confidential Information shall not include anyinformation which has entered the public domain through no fault of the Executive.  (b) Upon termination of the Executive’s employment with the Company for any reason,the Executive will promptly deliver to the Company all correspondence, drawings,manuals, letters, notes, notebooks, reports, programs, plans, proposals, financialdocuments, or any other documents concerning the Company’s customers, business plans,marketing strategies, products or processes.
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 (c) The Executive may respond to a lawful and valid subpoena or other legal processbut shall give the Company the earliest possible notice thereof, shall, as much inadvance of the return date as possible, make available to the Company and its counselthe documents and other information sought and shall assist such counsel at Company’sexpense in resisting or otherwise responding to such process.  (d) As used in this Section 6 and Section 7, the term“Company” shall include the Company and its direct or indirect parents, if any,and subsidiaries.  (e) Nothing in this Agreement shall prohibit the Executive from (i) disclosinginformation and documents when required by law, subpoena or court order (subject to therequirements of Section 6(c) above), (ii) disclosing information and documents to hisattorney or tax adviser on a confidential basis for the purpose of securing legal or taxadvice, (iii) disclosing the post-employment restrictions in this Agreement inconfidence to any potential new employer, or (iv) retaining, at any time, his personalcorrespondence, his personal rolodex and documents related to his own personal benefits,entitlements and obligations.**7.**   **Inventions.**     All rights to discoveries, inventions, improvements and innovations (including all data andrecords pertaining thereto) related to the business of the Company, whether or not patentable,copyrightable, registrable as a trademark, or reduced to writing, that the Executive may discover,invent or originate during the Term, either alone or with others and whether or not during workinghours or by the use of the facilities of the Company (“Inventions”), shall be the exclusiveproperty of the Company. The Executive shall promptly disclose all Inventions to the Company,shall execute at the request of the Company any assignments or other documents the Company may deemreasonably necessary to protect or perfect its rights therein, and shall assist the Company, uponreasonable request and at the Company’s expense, in obtaining, defending and enforcing theCompany’s rights therein. The Executive hereby appoints the Company as his attorney-in-fact toexecute on his behalf any assignments or other documents reasonably deemed necessary by the Companyto protect or perfect its rights to any Inventions.**8.**   **Injunctive Relief.**     It is recognized and acknowledged by the Executive that a breach of the covenants contained inSections 5, 6 and 7 will cause irreparable damage to Company and its goodwill, the exactamount of which will be difficult or impossible to ascertain, and that the remedies at law for anysuch breach will be inadequate. Accordingly, the Executive agrees that in the event of a breach ofany of the covenants contained in Sections 5, 6 and 7, in addition to any other remedywhich may be available at law or in equity, the Company will be entitled to specific performanceand temporary, preliminary and permanent injunctive relief.**9.**   **Assignment and Successors.**     The Company may assign its rights and obligations under this Agreement to any successor to allor substantially all of the business or the assets of the Company (by merger or otherwise), and mayassign or encumber this Agreement and its rights hereunder as security for indebtedness of theCompany and its affiliates. This Agreement shall be binding upon and inure to the benefit of theCompany, the Executive and their respective
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successors, assigns, personnel and legal representatives, executors, administrators, heirs,distributees, devisees, and legatees, as applicable. None of the Executive’s rights or obligationsmay be assigned or transferred by the Executive, other than the Executive’s rights to paymentshereunder, which may be transferred only by will or operation of law. Notwithstanding theforegoing, the Executive shall be entitled, to the extent permitted under applicable law andapplicable Company Arrangements, to select and change a beneficiary or beneficiaries to receivecompensation hereunder following his death by giving written notice thereof to the Company.**10.**   **Certain Definitions.** (a) Cause. The Company shall have “Cause” to terminate the Term and theExecutive’s employment hereunder upon: (i) the Executive’s failure to perform substantially his duties as anemployee of the Company (other than any such failure resulting from theExecutive’s incapacity due to physical or mental illness), which is not curedwithin 15 days after a written demand for performance is given to the Executiveby the Board specifying in reasonable detail the manner in which the Executivehas failed to perform substantially his duties as an employee of the Company;  (ii) the Executive’s failure to carry out, or comply with, in any materialrespect any lawful and reasonable directive of the Board consistent with theterms of this Agreement that, if capable of cure, is not cured by the Executivewithin 15 days after written notice given to the Executive describing suchfailure in reasonable detail;  (iii) the Executive’s conviction, plea of no contest, plea of *nolocontendere*, or imposition of unadjudicated probation for any felony or, to theextent involving fraud, dishonesty, theft, embezzlement or moral turpitude, anyother crime;  (iv) the Executive’s violation of a material regulatory requirementrelating to the business of the Company and its subsidiaries that, in the goodfaith judgment of the Board, is injurious to the Company in any materialrespect;  (v) the Executive’s unlawful use (including being under the influence) orpossession of illegal drugs on the Company’s premises or while performing theExecutive’s duties and responsibilities under this Agreement;  (vi) the Executive’s breach of this Agreement in any material respectthat, if capable of cure, is not cured by the Executive within 15 days afterwritten notice given to the Executive describing such breach in reasonabledetail; or  (vii) the Executive’s commission of an act of fraud, embezzlement,misappropriation, willful misconduct, gross negligence or breach of fiduciaryduty with respect to the Company or any of its affiliates;
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 (b) Date of Termination. “Date of Termination” shall mean (i) if theExecutive’s employment is terminated by his death, the date of his death; (ii) if theExecutive’s employment is terminated pursuant to Section 3(a)(ii) — (v) eitherthe date indicated in the Notice of Termination or the date specified by the Companypursuant to Section 3(b), whichever is earlier; (iii) if the Executive’semployment is terminated pursuant to Section 3(a)(vi) or Section3(a)(vii), the expiration of the then-applicable Term.  (c) Disability. “Disability” shall mean, at any time the Company or any ofits affiliates sponsors a long-term disability plan for the Company’s employees in whichthe Executive participates, “disability” as defined in such long-term disability planfor the purpose of determining a participant’s eligibility for benefits, provided,however, if the long-term disability plan contains multiple definitions of disability,“Disability” shall refer that definition of disability which, if the Executive qualifiedfor such disability benefits, would provide coverage for the longest period of time. Thedetermination of whether the Executive has a Disability shall be made by the person orpersons required to make disability determinations under the long-term disability plan.At any time the Company does not sponsor a long-term disability plan for its employeesin which the Executive participates, Disability shall mean the Executive’s inability toperform, with or without reasonable accommodation, the essential functions of hisposition hereunder for a total of six months during any 12-month period as a result ofincapacity due to mental or physical illness as determined by a physician selected bythe Board and acceptable to the Executive or the Executive’s legal representative, suchagreement as to acceptability not to be unreasonably withheld or delayed. Any refusalby the Executive to submit to a medical examination for the purpose of determiningDisability shall be deemed to constitute conclusive evidence of the Executive’sDisability.**11.**   **Governing Law.**     This Agreement shall be governed, construed, interpreted and enforced in accordance with itsexpress terms, and otherwise in accordance with the substantive laws of the State of California,without reference to the principles of conflicts of law, and where applicable, the federal laws ofthe United States.**12.**   **Validity.**     The invalidity or unenforceability of any provision or provisions of this Agreement shall notaffect the validity or enforceability of any other provision of this Agreement, which shall remainin full force and effect.
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**13.**   **Notices.**     Any notice, request, claim, demand, document and other communication hereunder to any partyshall be effective upon receipt (or refusal of receipt) and shall be in writing and deliveredpersonally or sent by facsimile or certified or registered mail, postage prepaid, or any nationallyrecognized overnight courier service with signature certification of receipt, as follows: (a) If to the Company:Skilled Healthcare, LLC