Employment Agreement dated as of 10/28/03 between Kindred and Paul Diaz




 EXHIBIT 10.41 
  
 EMPLOYMENT AGREEMENT 
  
 This EMPLOYMENT AGREEMENT is made as of the 28th day of October, 2003 (the “Execution Date”), by and between Kindred Healthcare Operating, Inc.,
a Delaware corporation (the “Company”), and Paul J. Diaz (the “Executive”). 
  
 W I T N E S S E T H: 
  
 WHEREAS, the Executive is employed by the Company, a wholly-owned subsidiary of Kindred Healthcare, Inc. (“Parent”), and the parties hereto
desire to provide for the terms of Executive’s employment by the Company as Chief Executive Officer and President; and 
  
 WHEREAS, the Executive Compensation Committee of the Board of Directors of the Parent has determined that it is in the best interests of the Company and
Parent to enter into this Agreement. 
  
 NOW, THEREFORE, in
consideration of the premises and the respective covenants and agreements contained herein, and intending to be legally bound hereby, the Company and Executive agree as follows: 
  
 1. Employment. The Company hereby agrees to employ Executive and Executive hereby agrees to be employed by the
Company on the terms and conditions herein set forth. The initial term (the “Term”) of this Agreement shall be for a three-year period commencing on January 1, 2004 (the “Effective Date”). The Term shall be automatically extended
by one additional day for each day beyond the Effective Date that the Executive remains employed by the Company until such time as the Company elects to cease such extension by giving written notice of such election to the Executive. In such event,
the Agreement shall terminate on the third anniversary of the date of such election notice, unless a later date is specified. 
  
 2. Duties. Executive is engaged by the Company as its Chief Executive Officer and President. The Executive will have the same titles with the
Parent. Executive shall perform such duties commensurate with his title and as otherwise designated by the Board of Directors of the Parent (the “Board”). 
  
 3. Extent of Services. Executive, subject to the direction and control of the Board, shall have the power and
authority commensurate with his executive status and necessary to perform his duties hereunder. During the Term, Executive shall devote his entire working time, attention, labor, skill and energies to the business of the Company, and shall not,
without the consent of the Company, be actively engaged in any other business activity, whether or not such business activity is pursued for gain, profit or 








 other pecuniary advantage. Notwithstanding the foregoing, it shall not be a breach or violation of this Agreement for the
Executive to (i) serve on corporate boards with the prior approval of the Board, (ii) serve on civic or charitable boards or committees, or (iii) manage personal investments, so long as such activities do not reasonably interfere with or reasonably
detract from the performance of the Executive’s responsibilities to the Company in accordance with this Agreement. 
  
 4. Compensation. As compensation for services hereunder rendered, Executive shall receive during the Term: 
  
 (a) A base salary (“Base Salary”) of Eight Hundred
Thousand Dollars ($800,000) per year payable in equal installments in accordance with the Company’s normal payroll procedures. Executive may receive increases in his Base Salary from time to time, as approved by the Board. 
  
 (b) In addition to Base Salary, Executive shall be entitled
to receive bonuses and other incentive compensation as the Board may approve from time to time, including participation in the Company’s annual short-term incentive compensation plan and its long-term incentive compensation plan. 
  
 5. Benefits. 
  
 (a) Executive shall be entitled to participate in any and
all pension benefit, welfare benefit (including, without limitation, medical, dental, disability and group life insurance coverages) and fringe benefit plans from time to time in effect for executives of the Company and its affiliates. 

 
 (b) On the Execution Date, the Executive shall be granted
60,000 options to purchase common stock of the Parent and 60,000 shares of restricted common stock of the Parent pursuant to the Kindred Healthcare, Inc. 2001 Stock Incentive Plan (the “Plan”). The stock options shall vest equally over
three years from the date of grant and be exercisable for a period of ten years following the grant date. The restricted stock will vest equally over three years from the date of grant. Executive and Parent shall execute appropriate agreements to
evidence these awards. Executive shall be eligible for additional grants of options and restricted stock under the Plan, any successor plan thereto, in such amounts and subject to such terms and conditions as determined by the Board. Executive shall
also be entitled to participate in other bonus, stock option, or other incentive compensation plans of the Company and its affiliates in effect from time to time for executives of the Company. 
  
 (c) Executive shall be entitled to paid time off benefits of
the Company and its affiliates in effect from time to time for executives of the 
  

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 Company but such paid time off shall be equivalent to at least 26 days of paid time off per year. The
Executive shall schedule the timing of such paid time off in a reasonable manner. The Executive may also be entitled to such other leave, with or without compensation, as shall be mutually agreed by the Company and Executive. 
  
 (d) Executive may incur reasonable expenses for promoting
the Company’s business, including expenses for entertainment, travel and similar items. The Company shall reimburse Executive for all such reasonable expenses in accordance with the Company’s reimbursement policies and procedures.

  
 (e) While this Agreement is in effect, the
Company shall provide the Executive with (i) director’s and officer’s liability insurance coverage; (ii) life insurance for which the Executive may designate the beneficiary or beneficiaries; and (iii) long-term disability insurance,
consistent with the benefits provided to the Company’s executive officers. 
  
 6. Termination of Employment. 
  
 (a) Death or Disability. Executive’s employment shall terminate automatically upon Executive’s death during the Term. If the Company determines in good faith that the Disability of Executive has
occurred during the Term (pursuant to the definition of Disability set forth below) it may give to Executive written notice of its intention to terminate Executive’s employment. In such event, Executive’s employment with the Company shall
terminate effective on the 30th day after receipt of such notice by Executive (the “Disability Effective Date”), provided that, within the 30 days after such receipt, Executive shall not have returned to full-time performance of
Executive’s duties. For purposes of this Agreement, “Disability” shall mean Executive shall be unable, or fail, to perform the essential functions of his position with or without reasonable accommodation, for any period of 90 days or
more. 
  
 (b) Cause. The Company may
terminate Executive’s employment during the Term for Cause. For purposes of this Agreement, “Cause” shall mean the Executive’s (i) conviction of or plea of nolo contendere to a crime involving moral turpitude; or
(ii) willful and material breach by Executive of his duties and responsibilities, which is committed in bad faith or without reasonable belief that such breaching conduct is in the best interests of the Company and its affiliates, but with respect
to (ii) only if the Board adopts a resolution by a vote of at least 75% of its members so finding after giving the Executive and his attorney an opportunity to be heard by the Board. Any act, or failure to act, based upon authority given pursuant to
a resolution duly adopted by the Board or based upon advice of counsel for the Company shall be conclusively presumed to be done, or 
  

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 omitted to be done, by Executive in good faith and in the best interests of the Company. 
  
 (c) Good Reason. Executive’s employment may be
terminated by Executive for Good Reason. “Good Reason” shall exist upon the occurrence, without Executive’s express written consent, of any of the following events: 
  
 (i) the Company shall assign to Executive duties of a substantially nonexecutive or nonmanagerial nature;

  
 (ii) an adverse change in Executive’s
status or position as Chief Executive Officer of the Company or the Parent, including, without limitation, an adverse change in Executive’s status or position as a result of a diminution in Executive’s duties and responsibilities (other
than any such change directly attributable to the fact that the Company is no longer publicly owned); 
  
 (iii) the Company shall (A) materially reduce the Base Salary or bonus opportunity of Executive, or (B) materially reduce his benefits and
perquisites (other than pursuant to a uniform reduction applicable to all similarly situated executives of the Company); 
  
 (iv) the Company shall require Executive to relocate Executive’s principal business office more than 30 miles from its location on
the Execution Date; or 
  
 (v) the failure of the
Company to obtain the assumption of this Agreement as contemplated by Section 9(c). 
  
 For purposes of this Agreement, “Good Reason” shall not exist until after Executive has given the Company notice of the applicable event within 90 days of such event and which is not remedied within 30 days
after receipt of written notice from Executive specifically delineating such claimed event and setting forth Executive’s intention to terminate employment if not remedied; provided, that if the specified event cannot reasonably be
remedied within such 30-day period and the Company commences reasonable steps within such 30-day period to remedy such event and diligently continues such steps thereafter until a remedy is effected, such event shall not constitute “Good
Reason” provided that such event is remedied within 60 days after receipt of such written notice. 
  
 (d) Notice of Termination. Any termination by the Company for Cause, or by Executive for Good Reason, shall be communicated by
Notice of Termination given in accordance with this Agreement. For purposes of this 
  

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 Agreement, a “Notice of Termination” means a written notice which (i) indicates the specific
termination provision in this Agreement relied upon, (ii) sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of Executive’s employment under the provision so indicated and (iii) specifies the
intended termination date (which date, in the case of a termination for Good Reason, shall be not more than 30 days after the giving of such notice). The failure by Executive or the Company to set forth in the Notice of Termination any fact or
circumstance which contributes to a showing of Good Reason or Cause shall not waive any right of Executive or the Company, respectively, hereunder or preclude Executive or the Company, respectively, from asserting such fact or circumstance in
enforcing Executive’s or the Company’s rights hereunder. 
  
 (e) Date of Termination. “Date of Termination” means (i) if Executive’s employment is terminated by the Company for Cause, or by Executive for Good Reason, the later of the date specified in the
Notice of Termination or the date that is one day after the last day of any applicable cure period, (ii) if Executive’s employment is terminated by the Company other than for Cause or Disability, or Executive resigns without Good Reason, the
Date of Termination shall be the date on which the Company or Executive notified Executive or the Company, respectively, of such termination and (iii) if Executive’s employment is terminated by reason of death or Disability, the Date of
Termination shall be the date of death of Executive or the Disability Effective Date, as the case may be. 
  
 7. Obligations of the Company Upon Termination. Following any termination of Executive’s employment hereunder, the Company shall pay Executive
his Base Salary through the Date of Termination and any amounts owed to Executive pursuant to the terms and conditions of the benefit plans and programs of the Company at the time such payments are due. In addition, subject to Executive’s (or
his designated beneficiary’s or estate’s, as the case may be) execution of a general release of claims in a form substantially similar to Exhibit A, Executive shall be entitled to the following additional payments: 
  
 (a) Death or Disability. If, during the Term,
Executive’s employment shall terminate by reason of Executive’s death or Disability, the Company shall pay to Executive (or his designated beneficiary or estate, as the case may be) the prorated portion of any Target Bonus (as defined
below) Executive would have received for the year of termination of employment. Such amount shall be paid within 30 days of the date when such amounts would otherwise have been payable to the Executive if Executive’s employment had not
terminated. 
  
  

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 (b) Good Reason; Other than for Cause. If, during the Term, the Company shall
terminate Executive’s employment other than for Cause (but not for Disability), or the Executive shall terminate his employment for Good Reason: 
  
 (1) Within 14 days of Executive’s Date of Termination, the Company shall pay to Executive (i) the prorated portion of the Target
Bonus for Executive for the year in which the Date of Termination occurs, and (ii) an amount equal to three times the sum of the Executive’s Base Salary and Target Bonus as of the Date of Termination. 
  
 For purposes of this Agreement: “Target Bonus” shall mean the full
amount of the targeted annual short-term incentive bonus that would be payable to the Executive, assuming the targeted performance criteria on which such annual short-term incentive bonus is based were deemed to be satisfied, in respect of services
for the calendar year in which the date in question occurs. 
  
 (2) For a period of three years following the Date of Termination, the Executive shall be treated as if he had continued to be an executive for all purposes under the Parent’s health insurance plan and dental
insurance plan; or if the Executive is prohibited from participating in such plan, the Company or Parent shall otherwise provide such benefits. Executive shall be responsible for any employee contributions for such insurance coverage. Following this
continuation period, the Executive shall be entitled to receive continuation coverage under Part 6 of Title I or ERISA (“COBRA Benefits”) treating the end of this period as a termination of the Executive’s employment if allowed by
law. 
  
 (3) For a period of three years
following the Date of Termination, Parent shall maintain in force, at its expense, the Executive’s life insurance in effect under the Parent’s life insurance benefit plan as of the Date of Termination. Executive shall be responsible for
any employee contributions for such insurance coverage. 
  
 (4) For a period of three years following the Date of Termination, the Company or Parent shall provide short-term and long-term disability insurance benefits to Executive equivalent to the coverage that the Executive
would have had if he had remained employed under the disability insurance plans applicable to Executive on the Date of Termination. Executive shall be responsible for any employee contributions for such insurance coverage. Should Executive become
disabled during such period, Executive shall be entitled to receive such benefits, and for such duration, as the applicable plan provides. 
  

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 (5) To the extent not already vested pursuant to the terms of such plan, the
Executive’s interests under the Parent’s retirement savings plan shall be automatically fully (i.e., 100%) vested, without regard to otherwise applicable percentages for the vesting of employer matching contributions based upon the
Executive’s years of service with the Company. 
  
 (6) Parent or the Company may adopt such amendments to its executive benefit plans, if any, as are necessary to effectuate the provisions of this Agreement. 
  
 (7) Executive shall be entitled to an additional three years of vesting for purposes of all outstanding
stock option awards and restricted stock awards and other similar equity compensation awards. Executive will have an additional three years following the Date of Termination in which to exercise any stock options but not to exceed the lives of such
options. 
  
 (8) Following the Executive’s
Date of Termination, the Executive shall receive the computer which Executive is utilizing as of the Date of Termination. In addition, Executive shall be entitled to the furniture in Executive’s office suite as of the Date of Termination. In
addition, for a period of three years following Executive’s Date of Termination, the Company shall provide Executive with an office suite and administrative assistant, each substantially comparable to the office suite and administrative
assistant that were furnished to Executive as of the Date of Termination. 
  
 (c) Cause; Other than for Good Reason. If Executive’s employment shall be terminated for Cause or Executive terminates employment without Good Reason (and other than due to such Executive’s death)
during the Term, this Agreement shall terminate without further additional obligations to Executive except as otherwise provided under this Agreement or under any of the Company’s benefit plans and programs. 
  
 (d) Death after Termination. In the event of the
death of Executive during the period Executive is receiving payments pursuant to this Agreement, Executive’s designated beneficiary shall be entitled to receive the balance of the payments; or in the event of no designated beneficiary, the
remaining payments shall be made to Executive’s estate. 
  

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 (e) If the Company is unable to provide the Executive with any benefits required
hereunder by reason of the termination of the Executive’s employment pursuant to this Section 7, then the Company shall pay the Executive cash equal to the value of the benefit that otherwise would have accrued for the Executive’s benefit
under the plan, for the period during which such benefits could not be provided under the plans, said cash payments to be made within 45 days after the end of the year for which such contributions would have been made or would have accrued.

  
 8. Disputes. Any dispute or controversy arising under,
out of, or in connection with this Agreement shall, at the election and upon written demand of either party, be finally determined and settled by binding arbitration in the City of Louisville, Kentucky, in accordance with the National Employment
Arbitration rules and procedures of the American Arbitration Association, and judgment upon the award may be entered in any court having jurisdiction thereof. The Company shall pay all costs of the arbitration and all reasonable attorneys’ and
accountants’ fees of the Executive in connection therewith, including any litigation to enforce any arbitration award. 
  
 9. Successors. 
  
 (a) This Agreement is personal to Executive and without the prior written consent of the Company shall not be assignable by Executive
otherwise than by will or the laws of descent and distribution. This Agreement shall inure to the benefit of and be enforceable by Executive’s legal representatives. 
  
 (b) This Agreement shall inure to the benefit of and be binding upon the Company and its successors and
assigns. 
  
 (c) The Company shall require any
successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company, or any business of the Company for which Executive’s services are principally
performed, to assume expressly and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. As used this Agreement, “Company” shall
mean the Company as hereinbefore defined and any successor to its business and/or assets as aforesaid which assumes and agrees to perform this Agreement by operation of law, or otherwise. 
  
 10. Other Severance Benefits. Executive hereby agrees that in consideration for the payments to be received under
paragraph 7(b) of this Agreement, Executive waives any and all rights to any payments or benefits under any severance plans or arrangements of the Company or its affiliates that specifically provide for severance payments, other than the Change in
Control Severance Agreement between the 
  

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 Company and Executive dated January 28, 2002 (the “Change in Control Severance Agreement”); provided
that any payments otherwise payable to Executive under paragraph 7(b) shall be offset by any payments payable under the Change in Control Severance Agreement. 
  

11. Withholding. All payments to be made to Executive hereunder will be subject to all applicable required withholding of taxes. 
  
 12. Non-solicitation. Until the last day of the Term or the Date of
Termination, whichever occurs first, and for a period of one year thereafter (collectively, the “Non-solicitation Period”), Executive shall not directly or indirectly, individually or on behalf of any person other than the Company, aid or
endeavor to solicit or induce any of the Company’s or its affiliates’ employees to leave their employment with the Company or such affiliates in order to accept employment with Executive or any other person, corporation, limited liability
company, partnership, sole proprietorship or other entity; provided, however, that the foregoing shall not restrict Executive or any other person from conducting general solicitations or advertisements not directed specifically at employees of the
Company or its affiliates, or from employing any employee who responds to any such general solicitation or advertisement or who otherwise initiates a request for employment. If the restrictions set forth in this section would otherwise be determined
to be invalid or unenforceable by a court of competent jurisdiction, the parties intend and agree that such court shall exercise its discretion in reforming the provisions of this Agreement to the end that Executive will be subject to a
non-solicitation covenant which is reasonable under the circumstances and enforceable by the Company. It is agreed that no adequate remedy at law exists for the parties for violation of this section and that this section may be enforced by any
equitable remedy, including specific performance and injunction, without limiting the right of the Company to proceed at law to obtain such relief as may be available to it. The running of the Non-solicitation Period shall be tolled for any period
of time during which Executive is in violation of any covenant contained herein, for any reason whatsoever. 
  
 13. No Mitigation. Executive shall have no duty to mitigate his damages by seeking other employment and, should Executive actually receive
compensation from any such other employment, the payments required hereunder shall not be reduced or offset by any such compensation. Further, the Company’s and Parent’s obligations to make any payments hereunder shall not be subject to or
affected by any setoff, counterclaims or defenses which the Company or Parent may have against Executive or others. 
  
 14. Notices. Any notice required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been duly given when
delivered or sent by telephone facsimile transmission, personal or overnight couriers, or registered mail with confirmation or receipt, addressed as follows: 
  

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 If to Executive: 
 Paul J. Diaz 
 Loganberry Court 
 Louisville, KY 40207 
 Facsimile: 502-893-8883 
  
 If to Company: 
 Kindred Healthcare Operating, Inc. 
 680 South Fourth Avenue 
 Louisville, KY 40202 
 Attn: General Counsel 
 Facsimile: 502-596-4075 
  
 15. Waiver of Breach and Severability. The waiver by either party of a breach of any provision of this Agreement by
the other party shall not operate or be construed as a waiver of any subsequent breach by either party. In the event any provision of this Agreement is found to be invalid or unenforceable, it may be severed from the Agreement and the remaining
provisions of the Agreement shall continue to be binding and effective. 
  
 16. Entire Agreement; Amendment. This instrument and the Change in Control Severance Agreement dated January 28, 2002 contain the entire agreement of the parties with respect to the subject matter hereof and supersedes all prior
agreements, promises, covenants, arrangements, communications, representations and warranties between them, whether written or oral with respect to the subject matter hereof; provided, however, that the Employment Agreement dated January 28, 2002
between the Company and the Executive shall remain in effect until the Effective Date, at which time it shall terminate and be of no further force or effect. No provisions of this Agreement may be modified, waived or discharged unless such
modification, waiver or discharge is agreed to in writing signed by Executive and such officer of the Company specifically designated by the Board. 
  
 17. Governing Law. This Agreement shall be construed in accordance with and governed by the laws of the State of Delaware. 
  
 18. Headings. The headings in this Agreement are for convenience only
and shall not be used to interpret or construe its provisions. 
  
 19. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. 
  

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 20. Indemnification. 
  
 (a) The Parent and Executive shall enter into the Indemnification Agreement attached hereto as Exhibit B
simultaneously with the execution of this Agreement. 
  
 (b) No claim, action, suit or proceeding of any kind related to this Agreement, the Executive’s employment with the Company, or otherwise may be asserted or brought by the Company, the Parent or any of their affiliates more than one
year after the date that the Company, the Parent or any affiliate first obtains knowledge of, or should have obtained knowledge of, any facts or allegations giving rise to such claim, action, suit or proceeding, and any such claim, action, suit or
proceeding asserted or brought after such one-year period shall be barred. This Section 20(b) shall survive the expiration or termination, for any reason, of this Agreement. 
  

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 IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

  

			
	 KINDRED HEALTHCARE OPERATING, INC.

		
	By:	 	/s/    Edward L. Kuntz        
	 	 	

	 	 	 Edward L. Kuntz
 Chairman and Chief Executive
Officer



  
 For purposes of
Section 7 and as guarantor of Company’s obligations under this Agreement 
  

			
	 KINDRED HEALTHCARE, INC.

		
	By:	 	/s/    Edward L. Kuntz        
	 	 	

	 	 	 Edward L. Kuntz
 Chairman and Chief Executive
Officer




	
	
	/s/    Paul J. Diaz        
	

	Paul J. Diaz


  

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 Exhibit A 
  
 Employee Acknowledgment and Release. Employee expressly acknowledges that the payments hereunder include consideration for the settlement, waiver,
release and discharge of any and all claims or actions arising from Employee’s employment, the terms and conditions of Employee’s employment, or Employee’s termination of employment with the Company, including claims of employment
discrimination, wrongful termination, unemployment compensation or any claim arising under law or equity, express or implied contract, tort, public policy, common law or any federal, state or local statute, ordinance, regulation or constitutional
provision. 
  
 (a) The claims released and
discharged by Employee include, but are not limited to, claims arising under Title VII of the Civil Rights Act of 1964, as amended; the Civil Rights Act of 1991; The Older Workers Benefit Protection Act (“OWBPA”); the Age Discrimination in
Employment Act of 1967 (“ADEA”), as amended; the Americans with Disabilities Act (“ADA”); the Fair Labor Standards Act; the Employee Retirement Income and Security Act of 1974, as amended; the National Labor Relations Act; the
Labor Management Relations Act; the Equal Pay Act of 1963; the Pregnancy Discrimination Act of 1978; the Rehabilitation Act of 1973; workers’ compensation laws; Kentucky Wage and Hours Laws, claims before the Kentucky Commission for Human
Rights and Kentucky Revised Statutes sections 341 et seq. 
  
 (b) Employee recognizes that by signing this Agreement, he may be giving up some claim, demand or cause of action which he now has or may have, but which is unknown to him. 
  
 (c) Employee agrees not to file any charges, complaints,
lawsuits or other claims against the Company that relate in any manner to the Employee’s employment or the resignation or termination of Employee’s employment with the Company. 
  
 (d) Employee expressly waives any claims against the Company for alleged race, color, religious, sex,
national origin, age or disability discrimination or harassment under Title VII of the Civil Rights Act of 1964, as amended; the Civil Rights Act of 1991; the Equal Pay Act of 1963; the Americans with Disabilities Act; the Family Medical Leave Act;
the Age Discrimination in Employment Act of 1967; the Older Workers Benefit Protection Act; the Rehabilitation Act of 1973; or any other federal or state law protecting against such discrimination or harassment. 
  
 (e) Employee acknowledges that the Company has not and does
not admit that it engaged in any discrimination, wrong doing or violation of law on the Company’s part concerning Employee. Employee and the Company agree that by entering into this Agreement no discrimination, wrong doing, or violation of law
has been 
  

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 acknowledged by the Company or assumed by Employee. Employee and the Company further acknowledge that
this Agreement is not an admission of liability. 
  
 Confidentiality. Employee and the Company agree to keep the contents and terms of this Agreement confidential and not to voluntarily disclose the terms or amount of settlement to third parties. The only exception is that Employee may
reveal the terms of this Agreement to his spouse, attorney, tax preparer or as otherwise required by law. The Company may reveal the terms of this Agreement to its attorneys, accountants, financial advisors, managerial employees, and any disclosure
required by law or business necessity. In the event that Employee breaches the confidentiality of this Agreement, Employee understands that the Company shall have the right to pursue all appropriate legal relief, including, but not limited to,
attorneys’ fees and costs. 
  
 Public Statement.
Employee further agrees not to make derogatory or negative remarks or comments about the Company, its affiliates and their respective directors, officers, shareholders, agents or employees, to any third parties, and not to otherwise defame the
Company in any manner. In the event that Employee defames the Company, its affiliates and their respective directors, officers, shareholders, agents or employees, Employee understands that the Company shall have the right to pursue all appropriate
legal relief, including but not limited to, attorneys’ fees and costs, and reimbursement of all monies paid hereunder. Company agrees not to make derogatory or negative remarks or comments about Employee to any third parties, not to otherwise
defame the Employee in any manner. In the event that the Company defames Employee, Company understands that the Employee shall have the right to pursue all appropriate legal relief, including but not limited to, attorneys’ fees and costs.

  
 Confidential Information. At no time shall Employee
divulge, furnish, or make accessible to anyone any confidential knowledge or information about the Company’s businesses or operations (except as required by law or order of court or other governmental agency) or any of the clients, patients,
customers or suppliers of the Company or with respect to any other confidential aspect of the businesses of the Company. Employee understands and agrees that any violation of this provision will cause the Company irreparable harm which cannot
adequately be compensated by an award of money damages. As a result, Employee agrees that, in addition to any other remedy the Company may have, a violation of this Agreement may be restrained by issuance of an injunction by any court of competent
jurisdiction. Employee further agrees to accept service of process by first class or certified United States mail. 
  
 Cooperation. Employee agrees that should the Company request Employee’s cooperation in connection with litigation, government investigations
or other administrative or legal proceeding, Employee shall cooperate fully with the Company or its designated agents. Employee further agrees to cooperate fully in disclosing to the 
  

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 Company or its designated agents, any information that Employee obtained during the course and scope of his employment
with the Company, and to which other employees of the Company were not privy. 
  
 Disputes. Any dispute or controversy arising under, out of, or in connection with this Agreement shall, at the election and upon written demand of either party, be finally determined and settled by binding
arbitration in the City of Louisville, Kentucky, in accordance with the labor arbitration rules and procedures of the American Arbitration Association, and judgment upon the award may be entered in any court having jurisdiction thereof. The Company
shall pay all costs of the arbitration and all reasonable attorneys’ and accountants’ fees of the Employee incurred in connection therewith, including any litigation to enforce any arbitration award. 
  
 Non-solicitation. For a period of one year from the date hereof
(collectively, the “Non-solicitation Period”), Employee shall not directly or indirectly, individually or on behalf of any person other than the Company, aid or endeavor to solicit or induce any of the Company’s or its
affiliates’ employees to leave their employment with the Company or such affiliates in order to accept employment with Employee or any other person, corporation, limited liability company, partnership, sole proprietorship or other entity;
provided, however, that the foregoing shall not restrict Employee or any other person from conducting general solicitations or advertisements not directed specifically at employees of the Company or its affiliates, or from employing any employee who
responds to any such general solicitation or advertisement or who otherwise initiates a request for employment. If the restrictions set forth in this section would otherwise be determined to be invalid or unenforceable by a court of competent
jurisdiction, the parties intend and agree that such court shall exercise its discretion in reforming the provisions of this Agreement to the end that Employee will be subject to a non-solicitation covenant which is reasonable under the
circumstances and enforceable by the Company. It is agreed that no adequate remedy at law exists for the parties for violation of this section and that this section may be enforced by any equitable remedy, including specific performance and
injunction, without limiting the right of the Company to proceed at law to obtain such relief as may be available to it. The running of the Non-solicitation Period shall be tolled for any period of time during which Employee is in violation of any
covenant contained herein, for any reason whatsoever. 
  
 Indemnification. Nothing herein shall be construed to terminate or limit the Company’s indemnification obligations under the Indemnification Agreement dated as of October 28, 2003 between the Parent and Employee or paragraph 10
of Employee’s Change-in-Control Severance Agreement dated January 28, 2002. 
  

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