EX-10.11



 Exhibit 10.11 

CARETRUST REIT, INC. 

INDEMNIFICATION AGREEMENT 

INDEMNIFICATION AGREEMENT, dated as of
                     (this “Agreement”), by and between CareTrust REIT, Inc., a Maryland corporation (the
“Company”), and                      (“Indemnitee”). 

WITNESSETH: 
 WHEREAS, the
charter of the Company, as amended from time to time (the “Charter”) and bylaws of the Company, as amended from time to time (the “Bylaws”), and provisions of the Maryland General Corporation Law (the
“MGCL”) provide for indemnification by the Company of its directors and officers as provided therein, and Indemnitee has agreed to serve as a director and/or officer of the Company or has been serving and continues to serve as a
director and/or officer of the Company partly in reliance on such provisions; and 
 WHEREAS, to provide Indemnitee with additional
contractual assurance of protection against personal liability in connection with certain proceedings described below, the Company desires to enter into this Agreement; and 

WHEREAS, the MGCL expressly recognizes that the indemnification provisions of Section 2-418 of
the MGCL are not exclusive of any other rights to which a person seeking indemnification may be entitled under the Charter or the Bylaws, a resolution of stockholders or directors, an agreement or otherwise, and this Agreement is being entered into
pursuant to and in furtherance of the Charter and the Bylaws, as permitted by the MGCL and as authorized by the Charter and the Board of Directors of the Company (the “Board”); and 

WHEREAS, in order to induce Indemnitee to serve or continue to serve as a director and/or officer of the Company and in consideration of
Indemnitee so serving, the Company desires to indemnify Indemnitee and to make arrangements pursuant to which Indemnitee may be advanced or reimbursed expenses incurred by Indemnitee in certain proceedings described below, according to the terms and
conditions set forth below. 
 NOW THEREFORE, the Company and Indemnitee hereby agree as follows: 

1. (a) Third Party Proceedings. The Company shall indemnify Indemnitee to the full extent permitted by Maryland law now or hereafter in
force, except as otherwise provided in Section 3 of this Agreement, if Indemnitee is or was a party or is threatened to be made a party to any threatened, pending or completed suit, action, claim, proceeding, arbitration or alternative
dispute resolution mechanism, investigation, administrative hearing, whether civil, criminal, administrative or investigative (any such suit, action, claim, proceeding, arbitration or alternative dispute resolution mechanism, investigation, or
administrative hearing being referred to herein as a “Proceeding”) (other than an action by or in the right of the Company or any subsidiary or affiliated entity (each a “Subsidiary”) of the Company) by reason of
the fact that Indemnitee is or was an officer, director, employee or agent of the Company or any Subsidiary of 

  
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the Company, by reason of any action or inaction on the part of Indemnitee while an officer, director, employee or agent of the Company or any Subsidiary of the Company or by reason of the fact
that Indemnitee is or was serving at the request of the Company as an officer, director, partner, trustee, member, manager, employee or agent of another Person (as defined below), against expenses (including reasonable attorneys’ fees,
investigation expenses, expert witnesses’ and other expenses), judgments, fines and amounts paid in settlement (if such settlement is approved in advance by the Company, which approval shall not be unreasonably withheld) actually and reasonably
incurred by Indemnitee in connection with the defense and/or settlement of such Proceeding (collectively, “Expenses”) if Indemnitee (i) acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed
to the best interests of the Company and its stockholders, (ii) did not actually receive an improper personal benefit in money, property or services and (iii) with respect to any criminal action or proceeding, had no reasonable cause to
believe the conduct was unlawful. The term “Person” as used in this Agreement shall mean any individual, corporation, real estate investment trust, limited liability company, partnership, joint venture, trust, employee benefit plan
or other entity or enterprise. 
 (b) Proceedings by or in the Right of the Company or Any Subsidiary. The Company shall indemnify
Indemnitee to the fullest extent of the Maryland law, except as otherwise provided in Section 3 of this Agreement, if Indemnitee is or was a party or is threatened to be made a party to any threatened, pending or completed Proceeding by
or in the right of the Company or any Subsidiary of the Company by reason of the fact that Indemnitee is or was an officer, director, employee or agent of the Company or any Subsidiary of the Company by reason of the fact that Indemnitee is or was
serving at the request of the Company as an officer, director, partner, trustee, member, manager, employee or agent of another Person, against Expenses in each case to the extent actually and reasonably incurred by Indemnitee if Indemnitee acted in
good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company and its stockholders, provided that no indemnification shall be made in respect of any Proceeding as to which
Indemnitee shall have been adjudged to be liable to the Company and its stockholders unless and only to the extent that the court in which such Proceeding shall have been brought or is pending shall determine that in view of all the circumstances of
the case, Indemnitee is fairly and reasonably entitled to indemnification for expenses, and then only to the extent that the court shall determine. 

(c) Selection of Counsel. In the event the Company shall be obligated under Section 1(a) or (b) hereof to pay
the Expenses of Indemnitee, the Company shall be entitled to assume the defense of such Proceeding, with counsel approved by Indemnitee (who shall not unreasonably withhold such approval), upon the delivery to Indemnitee of written notice of its
election so to do. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently
incurred by Indemnitee with respect to the same Proceeding, provided that, (i) Indemnitee shall have the right to employ his counsel in any such proceeding at Indemnitee’s expense, and (ii) if (A) the employment of
counsel by Indemnitee has been previously authorized in writing by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense and
shall have notified the Company in writing thereof, (C) Indemnitee shall have reasonably concluded that there may be a conflict of interest between Indemnitee and other indemnitees of the Company being represented


  
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by counsel retained by the Company in the same Proceeding and shall have notified the Company in writing thereof, or (D) the Company shall not, in fact, have employed counsel to assume the
defense of such Proceeding within a reasonable time frame, then the reasonable fees and expenses of Indemnitee’s counsel shall be at the expense of the Company. 

2. Contribution. If, when Indemnitee has met the applicable standard of conduct, the indemnification provisions set forth in
Section 1 should, under applicable law, be to any extent unenforceable, then the Company agrees that it shall be treated as though it is or was a party to the threatened, pending or completed Proceeding in which Indemnitee is or was
involved and that the Company shall contribute to the amounts paid or payable by Indemnitee as a result of such Expenses in third party Proceedings in such proportion as is appropriate to reflect the relative fault of the Company on the one hand and
Indemnitee on the other in connection with such action or inaction, or alleged action or inaction, as well as any other relevant equitable considerations. 

For purposes of this Section 2, the relative fault shall be determined by reference to, among other things, the fault of the
Company and all of its directors, officers, employees and agents (other than Indemnitee), as a group and treated as one entity, and such group’s relative intent, knowledge, access to information and opportunity to have altered or prevented the
action or inaction, or alleged action or inaction, forming the basis for the threatened, pending or contemplated Proceeding, and Indemnitee’s relative fault in light of such factors on the other hand. 

3. Limitations to Rights of Indemnification and Advancement of Expenses. Except as otherwise provided in Section 9 of this
Agreement, Indemnitee shall not be entitled to indemnification or advancement or Expenses (collectively, “Indemnified Amounts”) under this Agreement: 

(a) with respect to any Proceeding initiated, brought or made by or on behalf of Indemnitee (i) against the Company, unless a Change in
Control (as defined in Section 3(g) of this Agreement) shall have occurred, or (ii) against any Person other than the Company, unless approved in advance by the Board; 

(b) on account of Indemnitee’s conduct which shall be determined by final judgment by a court having jurisdiction in the matter that
Indemnitee: (i) did not act in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company and its stockholders, (ii) received an improper personal benefit in money, property or
services, or (iii) with respect to any criminal action or proceeding, had reasonable cause to believe the conduct was unlawful; 
 (c)
for any Indemnified Amounts incurred by Indemnitee with respect to any Proceeding instituted by Indemnitee to enforce or interpret this Agreement, to the extent that a court of competent jurisdiction determines that any of the material assertions
made by Indemnitee in such Proceeding were not made in good faith or were frivolous; 

  
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 (d) for any Indemnified Amounts which have been paid to or on behalf of the Indemnitee under an
insurance policy, or under a valid and enforceable indemnity clause, bylaw or agreement; 
 (e) for any Indemnified Amounts or the payment
of profits arising from the purchase and sale by Indemnitee of securities in violation of Section 16(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or any similar successor statute; or 

(f) if it shall be determined by final judgment by a court having jurisdiction in the matter that such indemnification is not lawful. 

(g) “Change in Control” means the occurrence of any of the following events: 

(i) the Company is merged, consolidated or reorganized into or with another corporation or other entity, and as a result of such merger,
consolidation or reorganization less than a majority of the combined voting power of the then-outstanding securities of such corporation or entity immediately after such transaction are held in the aggregate by the holders of voting stock
immediately prior to such transaction; 
 (ii) the Company sells or otherwise transfers all or substantially all of its assets to another
corporation or other entity in which, after giving effect to such sales or transfer, the holders of voting stock of the Company immediately prior to such sale or transfer hold in the aggregate less than a majority of the combined voting power of the
then-outstanding securities of such other corporation or entity; 
 (iii) there is a report filed on Schedule 13D or Schedule 14D-1 (or any successor schedule, form or report or item therein), each as promulgated pursuant to the Exchange Act, disclosing that any person or entity, other than any stockholder of the Company (and its
affiliates) owning 10% or more of the Company’s voting stock on the date hereof, has become the beneficial owner (as the term “beneficial owner” is defined under Rule 13d-3 or any successor rule or regulation promulgated under the
Exchange Act) of securities representing 50% or more of the combined voting power of the Company’s voting stock; or 
 (iv) if during
any period of two consecutive years individuals who at the beginning of any such period constitute the Board cease for any reason to constitute at least a majority thereof; provided, however, that for purposes of this clause
(iv) each director of the Company who is first elected, or first nominated for election by the Company’s stockholders, by a vote of at least majority of the directors of the Company (or a committee of the Board) then still in office who
were directors of the Company at the beginning of any such period shall be deemed to have been a director of the Company at the beginning of such period. 

Notwithstanding the provisions of clause (iii) above, unless otherwise determined in the specific case by majority vote of the Board, a
“Change in Control” shall not be deemed to have occurred solely because the Company, any Subsidiary or any employee stock ownership plan or any other employee benefit plan of the Company or any Subsidiary either files or becomes obligated
to file a report or a proxy statement under or in response to Schedule 13D, Schedule 14D-1 or Schedule 14A (or any successor schedule, form or report or item therein) under the Exchange Act disclosing
beneficial ownership by it of shares of voting stock of the Company, whether in excess of 50% or otherwise. 

  
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 4. Procedure for Determination of Entitlement to Indemnification. 

(a) To obtain indemnification under this Agreement, the Indemnitee shall submit to the Secretary of the Company a written request for payment
of the appropriate Indemnified Amounts, including with such requests such documentation and information as is reasonably available to the Indemnitee and reasonably necessary to determine whether and to what extent the Indemnitee is entitled to such
Indemnified Amounts. The Secretary of the Company shall, promptly upon receipt of such a request for indemnification, advise the Board in writing that the Indemnitee has requested indemnification. 

(b) The Company shall pay the Indemnitee the appropriate Indemnified Amounts unless it is established that the Indemnitee has not met any
applicable standard of conduct set forth in the Charter, the MGCL and the Bylaws or is not otherwise entitled to receive the Indemnified Amounts under this Agreement. For purposes of determining whether the Indemnitee is entitled to Indemnified
Amounts, in order to deny indemnification to the Indemnitee the Company has the burden of proof in establishing that the Indemnitee did not meet the applicable standard of conduct. In this regard, a termination of any Proceeding by judgment, order
or settlement does not create a presumption that the Indemnitee did not meet the requisite standards of conduct, provided, however, that the termination of any criminal proceeding by conviction, or a pleading of nolo contendere
or its equivalent, or an entry of an order of probation prior to judgment, creates a rebuttable presumption that the Indemnitee did not meet the applicable standard of conduct. 

(c) Any determination that the Indemnitee has not met the applicable standard of conduct required to qualify for indemnification or is not
otherwise entitled to receive the Indemnified Amounts under this Agreement shall be made (i) either by the Board by a majority vote of a quorum consisting of directors who were and are not parties of such Proceeding; or (ii) by Independent
Counsel (as defined herein below); provided that the manner in which (and, if applicable, the Independent Counsel by which) the right to indemnification is to be determined shall be approved in advance in writing by both the highest ranking
executive officer of the Company who was and is not party to such action (sometimes hereinafter referred to as “Senior Officer”) and by Indemnitee. In the event that such parties are unable to agree on the manner in which any such
determination is to be made, such determination shall be made by Independent Counsel retained by the Company especially for such purpose, provided that such counsel be approved in advance in writing by both the said Senior Officer and Indemnitee.
The reasonable fees and expenses of such Independent Counsel in connection with making said determination contemplated hereunder shall be paid by the Company, and, if requested by such counsel, the Company shall give such counsel an appropriate
written agreement with respect to the payment of its reasonable fees and expenses and such other matters as may be reasonably requested by such counsel. Indemnitee may make a written objection to the identity of the Independent Counsel so selected
by the Company. If an objection is asserted, the Independent Counsel so selected may not serve as Independent Counsel unless and until a court has determined that such objection is without merit. Either the Company or Indemnitee may petition a court
in the State of Maryland for resolution of any such objection which shall have been made. 

  
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The party with respect to whom an objection is favorably resolved shall be paid all reasonable fees and expenses incident to the procedures of this Section 4(c). Upon the due
commencement of any judicial proceeding or arbitration pursuant to Section 11 of this Agreement, the Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards
of professional conduct then prevailing). 
 (d) The Company will use its commercially reasonable efforts to conclude as soon as
practicable any required determination pursuant to subparagraph (c) above and promptly will advise the Indemnitee in writing with respect to any determination that the Indemnitee is or is not entitled to indemnification, including a description
of any reason or basis for which indemnification has been denied. Indemnitee shall cooperate with the Person or Persons making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such Person or
Persons upon reasonable advance request any documentation or information that is not privileged or otherwise protected from disclosure and that is reasonably available to Indemnitee and reasonably necessary to such determination. Payment of any
applicable Indemnified Amounts will be made to the Indemnitee within 60 days after any determination of the Indemnitee’s entitlement to such payment. 

(e) “Independent Counsel” means a law firm or a member of a law firm that neither at the time in question, nor in the five
years immediately preceding such time, has been retained to represent (i) the Company or Indemnitee in any matter material to either such party or (ii) any other party to the Proceeding giving rise to a claim for indemnification under this
Agreement. Notwithstanding the foregoing, the term “Independent Counsel” shall not include any Person who, under the applicable standards of professional conduct then prevailing under the law of the State of Maryland, would be precluded
from representing either the Company or Indemnitee in an action to determine Indemnitee’s rights under this Agreement. 
 5.
Presumptions and Effect on Certain Proceedings. (a) In making a determination with respect to entitlement to indemnification hereunder, the Person or Persons making such determination shall presume that Indemnitee is entitled to
indemnification under this Agreement if Indemnitee has submitted a request for indemnification in accordance with Section 4 of this Agreement, and the Company shall bear the burden of proof to rebut that presumption in connection with
the making by any Person or Persons of any determination contrary to that presumption. 
 (b) The termination of any Proceeding or of any
claim, issue or matter therein by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) of itself adversely affect the right of
Indemnitee to indemnification or create a presumption that Indemnitee did not act in good faith and in a manner which Indemnitee reasonably believed to be in or not opposed to the best interests of the Company and its stockholders, or, with respect
to any criminal action or proceeding, that Indemnitee had reasonable cause to believe that his conduct was unlawful. 
 (c)
Indemnitee’s conduct with respect to an employee benefit plan for a purpose he reasonably believed to be in the interests of the participants in and beneficiaries of the plan shall be deemed to be conduct that Indemnitee reasonably believed to
be in or not opposed to the best interests of the Company and its stockholders. 

  
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 (d) For purposes of any determination hereunder, Indemnitee shall be deemed to have acted in
good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company and its stockholders, or, with respect to any criminal action or proceeding, to have had no reasonable cause to believe his
conduct was unlawful, if Indemnitee’s action was based on (i) the records or books of account of the Company or another Person, including financial statements, (ii) information supplied to Indemnitee by the officers of the Company or
another Person in the course of their duties, (iii) the advice of legal counsel for the Company or another Person, or (iv) information or records given or reports made to the Company or another Person by an independent certified public
accountant or by an appraiser or other expert selected with reasonable care by the Company or another Person. 
 6. Success on Merits or
Otherwise. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee has been successful on the merits or otherwise in defense of any Proceeding or in defense of any claim, issue or matter therein, he shall be
indemnified against Expenses actually and reasonably incurred by him in connection with the investigation, defense, settlement or appeal thereof. For purposes of this Section 6, the term “successful on the merits or otherwise”
shall include, but not be limited to, (i) any termination, withdrawal or dismissal (with or without prejudice) of any Proceeding against Indemnitee without any express finding of liability or guilt against him, (ii) the expiration of 180
days after the making of any claim or threat of a Proceeding without the institution of the same and without any promise of payment or payment made to induce a settlement or (iii) the settlement of any Proceeding pursuant to which Indemnitee
pays less than $100,000. 
 7. Partial Indemnification. If Indemnitee is entitled under any provision of this Agreement to
indemnification by the Company for some or a portion of the Expenses of Indemnitee in connection with any Proceeding, but not, however, for the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion thereof to
which Indemnitee is entitled. 
 8. Costs. The Company shall also be solely responsible for paying (i) all reasonable expenses
incurred by Indemnitee to enforce this Agreement, including, but not limited to, the costs incurred by Indemnitee to obtain court-ordered indemnification pursuant to Section 11, regardless of the outcome of any such application or
proceeding, and (ii) all costs of defending any Proceeding challenging payments to Indemnitee under this Agreement. 
 9. Advance of
Expenses. (a) The Indemnitee hereby is granted the right to receive in advance of a final, nonappealable judgment or other final adjudication of a Proceeding (a “Final Determination”) the amount of any Expenses reasonably
incurred or expected to be incurred by the Indemnitee in connection with any Proceeding (such amounts so expended or incurred being referred to as “Advance Amounts”), provided, however, that judgments and fines shall
only be advanced to Indemnitee as Advanced Amounts when such judgments and fines are actually incurred and payable in advance of a Final Determination. 

  
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 (b) In making any written request for Advanced Amounts, the Indemnitee shall submit to the
Company a schedule setting forth in reasonable detail the dollar amount of Expenses expended or incurred and expected to be expended. Each such listing shall be supported by the bill, agreement, or other documentation relating thereto, each of which
shall be appended to the schedule as an exhibit. In addition, before Indemnitee may receive Advanced Amounts from the Company, Indemnitee shall provide to the Company (i) a written affirmation of Indemnitee’s good faith belief that the
applicable standard of conduct set forth in the Charter, the MGCL and the Bylaws required for indemnification by the Company has been satisfied by Indemnitee, and (ii) a written undertaking by or on behalf of Indemnitee to repay the Advanced
Amounts if it shall ultimately be determined that Indemnitee has not satisfied any applicable standard of conduct or is not otherwise entitled to receive indemnification under this Agreement. The written undertaking required from Indemnitee shall be
an unlimited general obligation of Indemnitee but need not be secured. The Company shall pay to Indemnitee all Advanced Amounts within 20 days after receipt by the Company of all information and documentation required to be provided by Indemnitee
pursuant to this Section 9(b). 
 10. Indemnification for Expenses of a Witness. Notwithstanding any other provision of
this Agreement, to the extent that Indemnitee is, by reason of any event or occurrence related to the fact that Indemnitee is or was an officer, director, employee or agent of the Company or any Subsidiary of the Company, or is or was serving at the
request of the Company as an officer, director, partner, trustee, member, manager, employee or agent of another Person, a witness in any Proceeding, whether instituted by the Company or any other party, and to which Indemnitee is not a party, he
shall be indemnified against all Expenses actually and reasonably incurred by him or on his behalf in connection therewith. 
 11.
Enforcement. (a) If a claim for indemnification or advancement of Expenses made to the Company pursuant to Section 4 or 9 is not timely paid in full to Indemnitee by the Company as required by Section 4 or
9, respectively, Indemnitee shall be entitled to seek judicial enforcement of the Company’s obligations to make such payment in an appropriate court in the State of Maryland. In the event that a determination is made that Indemnitee is
not entitled to indemnification or advancement of Expenses hereunder: (i) Indemnitee may seek a de novo adjudication of Indemnitee’s entitlement to such indemnification or advancement either, at Indemnitee’s sole option, (A) an
appropriate court in the State of Maryland, or (B) an arbitration to be conducted by a single arbitrator, located in Maryland, pursuant to the rules of the American Arbitration Association; (ii) any such judicial proceeding or arbitration
shall not in any way be prejudiced by, and Indemnitee shall not be prejudiced in any way by, such adverse determination; and (iii) in any such judicial proceeding or arbitration, the Company shall have the burden of proving that Indemnitee is
not entitled to indemnification or advancement of Expenses under this Agreement. Indemnitee shall commence a proceeding seeking an adjudication of Indemnitee’s right to indemnification or advancement of Expenses pursuant to the preceding
sentence within six months following the date on which Indemnitee first has the right to commence such proceeding pursuant to this Section 11(a). 

(b) The Company shall be precluded from asserting in any judicial proceeding or arbitration commenced pursuant to the provisions of
Section 11(a) that the procedures and presumptions of this Agreement are not valid, binding or enforceable and shall stipulate in any such court or before any such arbitrator that the Company is bound by all the provisions of this
Agreement. 

  
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 (c) In any action brought under this Section 11, it shall be a defense to a claim
for indemnification (other than an action brought to enforce a claim for advancement of Expenses) that Indemnitee has not met the standards of conduct which make it permissible under the Charter, the MGCL and the Bylaws for the Company to indemnify
Indemnitee for the amount claimed. The burden of proving such defense shall be on the Company. 
 12. Liability Insurance. 

(a) The Company hereby covenants and agrees that, so long as the Indemnitee shall continue to serve as an officer, director, employee or
agent of the Company or any Subsidiary of the Company and thereafter so long as the Indemnitee shall be subject to any possible Proceeding by reason of the fact that the Indemnitee was an officer, director, partner, trustee, member, manager,
employee or agent of the Company or any Subsidiary of the Company, the Company, subject to Section 12(c), shall promptly obtain and maintain in full force and effect directors’ and officers’ liability insurance
(“D&O Insurance”) in reasonable amounts from established and reputable insurers, as more fully described below. 
 (b)
In all policies of D&O Insurance, Indemnitee shall qualify as an insured in such a manner as to provide Indemnitee the same rights and benefits as are accorded to the most favorably insured of the Company’s independent directors (as defined
by the insurer) if Indemnitee is such an independent director; or of the Company’s non-independent directors if Indemnitee is not an independent director; or of the Company’s officers if Indemnitee is an officer of the Company. 

(c) Notwithstanding the foregoing, the Company shall have no obligation to obtain or maintain D&O Insurance if the Company determines in
good faith that: such insurance is not reasonably available; the premium costs for such insurance are disproportionate to the amount of coverage provided; the coverage provided by such insurance is limited by exclusions so as to provide an
insufficient benefit; Indemnitee is covered by similar insurance maintained by a subsidiary of the Company; the Company is to be acquired and a tail policy of reasonable terms and duration is purchased for pre-closing acts or omissions by
Indemnitee; or the Company is to be acquired and D&O Insurance will be maintained by the acquirer that covers pre-closing acts and omissions by Indemnitee. 

13. Survival of Rights. 

(a) All agreements and obligations of the Company contained herein shall continue during the period Indemnitee is an officer, director,
employee or agent of the Company or any Subsidiary of the Company and shall continue thereafter so long as Indemnitee shall be subject to any possible claim or threatened, pending or completed Proceeding by reason of the fact that Indemnitee was
serving in the capacity referred to herein. 
 (b) The Company shall require any successor to the Company (whether direct or indirect, by
purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Company, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required
to perform if no such succession had taken place. 

  
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 14. Nondisclosure of Payments. Except as expressly required by federal securities laws or
other applicable laws or regulations or by judicial process, Indemnitee shall not disclose any payments made under this Agreement, whether indemnification or advancement of Expenses, unless prior written approval of the Company is obtained. 

15. Nonexclusivity and Severability, Subrogation. (a) The right to indemnification and advancement of Expenses provided by this
Agreement shall not be exclusive of any other rights to which Indemnitee may be entitled under the Charter or the Bylaws, the MGCL, Maryland law, any other statue, insurance policy, agreement, or vote of stockholders of the Company or of the Board
(or otherwise), both as to actions in his official capacity and as to actions in another capacity while holding such office, and shall continue after Indemnitee has ceased to be a director or officer of the Company and shall inure to the benefit of
his heirs, executors and administrators; provided, however, that to the extent Indemnitee otherwise would have any greater right to indemnification and/or advancement of Expenses under any provision of the Charter or the Bylaws or
under any provision of the MGCL or Maryland law, Indemnitee shall be deemed to have such greater right pursuant to this Agreement; and, provided, further, that to the extent that any change is made to the MGCL or Maryland law (whether
by legislative action or judicial decision), the Charter and/or the Bylaws that permits any greater right to indemnification and/or advancement of Expenses than that provided under this Agreement as of the date hereof, Indemnitee shall be deemed to
have such greater right pursuant to this Agreement. No amendment, alteration, or repeal of this Agreement or of any provision hereof shall limit or restrict any right of Indemnitee under this Agreement in respect of any action taken or omitted by
such Indemnitee prior to such amendment, alteration, or repeal. 
 (b) If any provision or provisions of this Agreement are held to be
invalid, illegal or unenforceable for any reason whatsoever: (i) the validity, legality and enforceability of the remaining provisions of this Agreement (including, without limitation, all portions of any provisions of this Agreement containing
any such provision held to be invalid, illegal or unenforceable, that are not themselves invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby and (ii) to the fullest extent possible, the provisions of this
Agreement (including, without limitation, all portions of any provisions of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that are not themselves invalid, illegal or unenforceable) shall be construed so
as to give effect to the intent manifested by the provision held invalid, illegal or unenforceable. 
 (c) In the event of any payment
under this Agreement, the Company shall be subrogated to the extent of such payment to all of the right of recovery of Indemnitee, who shall execute all papers required and take all actions necessary to secure such rights, including execution of
such documents as are necessary to enable the Company to bring suit to enforce such rights. 
 16. Notices. All notices, requests,
demands and other communications under this Agreement shall be in writing and shall be deemed duly given (i) if delivered by hand and receipted for by the party addressed, on the date of such receipt, of (ii) if mailed by domestic


  
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certified or registered mail with postage prepaid, on the third business day after the date postmarked. Addresses for notice to either party are as shown on the signature page of this Agreement,
or as subsequently modified by written notice. 
 17. Mutual Acknowledgement. Both the Company and Indemnitee acknowledge that in
certain instances federal law or public policy may override applicable state law and prohibit the Company from indemnifying Indemnitee under this Agreement or otherwise. For example, the Company and Indemnitee acknowledge that the Securities and
Exchange Commission has taken the position that indemnification is not permissible for liabilities arising under certain federal securities laws, and federal legislation prohibits indemnification for certain violations of the Employee Retirement
Income Security Act. Indemnitee understands and acknowledges that the Company shall not be required to provide indemnification or advance Expenses in violation of any law or public policy. 

18. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Maryland, without
giving effect to principles of conflict of laws. 
 19. Consent to Jurisdiction. The Company and Indemnitee each hereby irrevocably
consent to the jurisdiction of the courts in the State of Maryland for all purposes in connection with any action, suit or proceeding which arises out of or relates to this Agreement. 

20. Identical Counterparts. This Agreement may be executed in multiple counterparts, each of which shall for all purposes be deemed to
be an original but all of which together shall constitute one and the same Agreement. Only one such counterpart signed by the party against whom enforcement is sought needs to be produced to evidence the existence of this Agreement. 

21. Modification; Survival. This Agreement may be modified only by an instrument in writing signed by both parties hereto. The
provisions of this Agreement shall survive the death, disability or incapacity of Indemnitee or the termination of Indemnitee’s service as a director or officer of the Company and shall inure to the benefit of Indemnitee’s heirs, executors
and administrators. 

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

									
	INDEMNITEE:	 		 	CARETRUST REIT, INC.
				
	  
	 		 	By:	 	  

					
	Name:	 	  
	 		 	Name:	 	  

					
		 		 		 	Title:	 	  

				
	Address:	 		 		 	 Address:
  

27101 Puerta Real, Suite 400
 Mission Viejo, California 92691

Attn: William M. Wagner



  
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 [Director’s or Officer’s Address] 

[Insert
Date]                                 

CareTrust REIT, Inc. 
 27101 Puerta Real, Suite 400 

Mission Viejo, California 92691 
 Dear CareTrust REIT, Inc.: 

In connection with the advancement by CareTrust REIT, Inc. (the “Corporation”) of expenses incurred by me in connection with
[identify proceeding], the undersigned represents to and agrees with the Corporation as follows: 
 (1) I hereby affirm my good faith belief
that the standard of conduct necessary for indemnification by the Corporation as authorized in Section 2-418 of the Maryland General Corporation Law has been met; and 

(2) I hereby undertake to repay the amounts advanced if it shall ultimately be determined that the standard of conduct specified in paragraph
(1) above has not been met. 
  

			
	Very truly yours,
	
	  

		
	Name:	 	  




 

			
	Accepted and agreed:
	
	CareTrust REIT, Inc.
		
	By:	 	  

		
	Name:	 	  

		
	Title:	 	  



  
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