Form of Amendment No. 1 to Discretionary Non-Qualified Stock Option Grant



 Exhibit 10.73 
 AMENDMENT NO. 1 TO 
 NON-QUALIFIED STOCK OPTION GRANT AGREEMENT 
 THIS AMENDMENT NO. 1 TO NON-QUALIFIED STOCK OPTION GRANT AGREEMENT (the “Amendment”) is made as of the     
day of January, 2009 (the “Effective Date”), by and between KINDRED HEALTHCARE, INC., a Delaware corporation (the “Company”), and
                                 (the “Director”). 
 WHEREAS, in order to promote effective Board processes consistent with good corporate governance, the Executive Compensation Committee of the Board of
Directors of the Company (the “Committee”) has amended and restated the Kindred Healthcare, Inc. 2001 Equity Plan for Non-Employee Directors, Amended and Restated (as amended and restated, the “Plan”) to permit non-employee
directors who are in good standing with the Company to maintain their proprietary interests in the Company after they retire or otherwise do not stand for re-election to the Board of Directors. 
 WHEREAS, the Plan provides for the grant to non-employee directors of non-qualified stock options to purchase shares of common stock of the Company, par
value $.25 per share (the “Common Stock”). 
 WHEREAS, the Committee previously granted to the Director non-qualified stock options
to purchase shares of Common Stock pursuant to a Non-Qualified Stock Option Grant Agreement dated              ,          (the
“Grant Agreement”). 
 WHEREAS, the Company and the Director desire to amend the Grant Agreement pursuant to the terms of this
Amendment. 
 WHEREAS, the Company and the Director agree that the terms and provisions of the Grant Agreement shall continue except as
specifically amended herein. 
 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 the Director agree as follows: 
 1. Amendment to
Section 6. As of the Effective Date, Section 6 of the Grant Agreement shall be revised in its entirety to read as follows: 
 “6. Expiration Date. Subject to the provisions of the Plan and the terms of this Agreement, the Option shall expire on              ,
        . In addition, the following shall apply to the Option: 
 (i) if the Non-Employee
Director ceases to be a director of the Company for any reason other than failure to be nominated by the Board of Directors for re-election, death, Disability, Retirement or removal for Cause, the Option shall terminate three months after the
Non-Employee Director ceases to be a director of the Company (unless the Non-Employee Director dies during such period), or on the Option’s expiration date, if earlier, and shall be exercisable during such three-month period only 








 
with respect to the number of shares which the Non-Employee Director was entitled to purchase on the day preceding the day on which the Non-Employee Director
ceased to be a director; 
 (ii) if the Non-Employee Director ceases to be a director of the Company because of removal for Cause, the
Option shall immediately terminate; 
 (iii) if the Non-Employee Director ceases to be a director of the Company because of failure to be
nominated by the Board of Directors for re-election, the Option shall terminate on the Option’s expiration date and shall be exercisable until the Option’s expiration date only with respect to the number of shares which the Non-Employee
Director was entitled to purchase on the day preceding the day on which the Non-Employee Director ceased to be a director; and 
 (iv) in
the event of the Non-Employee Director’s Retirement, Disability or death while serving as a director of the Company, or the Non-Employee Director’s death within three months after the Non-Employee Director ceases to be a director (other
than by reason of removal for Cause), the Option shall immediately vest in full and shall be exercisable until the Option’s expiration date.” 
 2. Ratification of Grant Agreement. Except as expressly modified by this Amendment, all other terms and provisions of the Grant Agreement shall remain in full force and effect, unmodified and unrevoked,
and the same are hereby reaffirmed and ratified by the Director and the Company as if fully set forth herein. 
 3.
Counterparts. This Amendment 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. 







 IN WITNESS WHEREOF, the Company has caused this Amendment to be duly executed by its duly authorized
officer and said Director has hereunto signed this Amendment on the Director’s own behalf, thereby representing that the Director has carefully read and understands this Amendment and the Plan, as of the day and year first above written.

  

			
	KINDRED HEALTHCARE, INC.
	
	  

	By:	 	Richard A. Lechleiter
	Title:	 	Executive Vice President and
		 	Chief Financial Officer