EX-10.34



 Exhibit 10.34 
 DAVITA HEALTHCARE PARTNERS INC. 
 SEVERANCE PLAN 

DaVita HealthCare Partners Inc., a Delaware corporation (the “Company”), hereby adopts the DaVita HealthCare Partners Inc.
Severance Plan (this “Plan”) for the benefit of certain Teammates of the Company and its subsidiaries. 
 This Plan is
intended to secure the continued services and ensure the continued dedication of the Teammates (as defined in Section 1(c)) by providing to such Teammates certain protections in the event of a Qualifying Termination (as defined in
Section 1(d)). 
 This Plan is intended to qualify as a Teammate welfare benefit plan as described in section 3(1) of the
Employee Retirement Income Security Act of 1974, as amended (“ERISA”). 
 1. Definitions. As used in this Plan,
the following terms shall have the respective meanings set forth below: 
 (a) “Code” means the Internal Revenue Code
of 1986, as amended. 
 (b) “Company” means DaVita HealthCare Partners Inc., a Delaware corporation. 

(c) “Teammate” means any person who is employed by the Company in a position of Vice President or Director. 

(d) “Qualifying Termination” means the involuntary termination of a Teammate’s employment by the Company under
circumstances for which the payment of severance payments and benefits under this Plan is approved by the Senior Vice President of People Services and the Assistant General Counsel – Labor of the Company; provided, however, that a
Teammate will not incur a Qualifying Termination and will not receive severance payments and benefits under this Plan if (i) the Teammate’s employment is terminated by the Company for any action which the Company, in its sole discretion,
determines is for material cause, including, but not limited to, failure to perform job responsibilities, violation of the Company’s policies and procedures, an act of fraud or dishonesty affecting or involving the Company, or a breach of a
material provision of the Teammate’s employment agreement or other similar agreement with the Company, or (ii) unless otherwise determined by the Company, a Teammate in the position of Director is terminated during the first year of the
Teammate’s employment with the Company. 
 (e) “Termination Date” with respect to a Teammate means the date on
which the Teammate incurs a “separation from service” within the meaning of Section 409A(a)(2)(A) of the Code. 







 2. Payments and Benefits Upon Qualifying Termination. If a Teammate shall incur a
Qualifying Termination, and the Teammate (or the Teammate’s executor or other legal representative in the case of the Teammate’s death or disability following such termination) executes and does not revoke a waiver and release agreement
substantially in the form of Exhibit A hereto (the “Waiver and Release”) and a noncompetition, nonsolicitation, confidentiality and cooperation agreement substantially in the form of Exhibit B hereto (the “Noncompetition
Agreement”) within 28 days following the Termination Date, the Company shall provide to the Teammate, as compensation for services rendered to the Company, and in consideration of the covenants set forth in the Waiver and Release and
Noncompetition Agreement, the payments and benefits described in this Section 2. Notwithstanding the foregoing provisions of this Section 2, if, as a result of a Teammate’s termination of employment on the Termination Date, a Teammate
is entitled to severance payments and benefits from the Company or any of its subsidiaries which are not payable pursuant to this Plan, but are payable pursuant to an employment agreement or other compensation arrangement entered into between such
Teammate and the Company or any of its subsidiaries (“Other Severance Payments and Benefits”), the payments and benefits to be received by the Teammate pursuant to this Section 2 shall be reduced by the amount of the Other Severance
Payments and Benefits, if any, received by the Teammate. 
 (a) Subject to Section 3 of this Plan, the Company shall
continue to pay to the Teammate (or the Teammate’s beneficiary or estate, as the case may be), commencing within 14 days following the date of execution of the Waiver and Release and Noncompetition Agreement, the Teammate’s base salary for
the applicable period set forth below based on the Teammate’s job classification and period of service: 
  

					
	 Job Classification
	  	 Period of Service
	  	 Salary Continuation Period

			
	Vice President	  	Less than one year	  	6 months
	Vice President	  	One year or more	  	12 months
	Director	  	Less than 3 months	  	0-3 months
	Director	  	3 to 24 months	  	3 months
	Director	  	More than 24 months	  	6 months

 The applicable salary continuation period set forth above may be extended in the sole discretion of the Chief Executive
Officer or Chief Operating Officer of the Company. 
 (b) The Company shall provide outplacement assistance to the Teammate, the
nature of which will be at the Company’s discretion, and which shall, in no event be provided after the last day of the second calendar year following the calendar year in which the termination date occurs. 

(c) The Teammate’s stock options, restricted stock units, other stock-based awards, and other long-term incentives shall be treated
in accordance with the terms of any agreements that Teammate has previously entered into with the Company concerning these benefits. 

  
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 3. Plan 409A of the Code. This Plan is intended to meet the requirements of
Section 409A of the Code, and shall be interpreted and construed consistent with that intent. Notwithstanding any other provision of this Plan, to the extent that the right to any payment (including the provision of benefits) to a Teammate
hereunder provides for the “deferral of compensation” within the meaning of Section 409A(d)(1) of the Code, the payment shall be made (or provided) in accordance with the following: 

If the Teammate is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code on the date of the
Teammate’s Termination Date, then no such payment shall be made during the period beginning on the Termination Date and ending on the date that is six months following the Termination Date or, if earlier, on the date of the Teammate’s
death, if the earlier making of such payment would result in tax penalties being imposed on the Teammate under Section 409A of the Code. The amount of any payment that would otherwise be made during this period shall instead be made on the
first business day following the date that is six months following the Termination Date or, if earlier, the date of the Teammate’s death. Each payment and benefit hereunder shall constitute a “separately identified” amount within the
meaning of Treasury Regulation §1.409A-2(b)(2). 
 With respect to any payments due under Section 2(a) of this Plan as
a result of the Teammate’s Qualifying Termination or Other Severance Payments and Benefits made pursuant to the terms of this Plan, and which are subject to the Teammate’s execution and delivery of the Waiver and Release and Noncompetition
Agreement described in Section 2 hereof, in any case where the Termination Date and the Release Expiration Date fall in two separate taxable years, any payments required to be made to the Teammate which are conditioned on the timely execution
of the Waiver and Release and Noncompetition Agreement and are treated as nonqualified deferred compensation for purposes of Section 409A shall be made in the later taxable year. For purposes of this section, “Release Expiration
Date” shall mean the last day of the 28-day period following the Termination Date as described in Section 2 hereof, during which the Teammate may timely deliver an executed Waiver and Release and Noncompetition Agreement to receive
payments and benefits under this Plan. 
 4. Plan Administration; Claims Procedure. 

(a) This Plan shall be interpreted and administered by the Company, or if the Company has delegated its authority to interpret and
administer this Plan, by the person or persons appointed by the Company from time to time to interpret and administer this Plan (the “Plan Administrator”), who shall have complete authority, in his or her sole discretion subject to the
express provisions of this Plan, to make all determinations necessary or advisable for the administration of this Plan. All questions arising in connection with the interpretation of this Plan or its administration shall be submitted to and
determined by the Plan Administrator in a fair and equitable manner in accordance with the procedure for claims and appeals described in Section 4(b). 

  
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 (b) Any Teammate whose employment has been terminated who believes that he or she is
entitled to receive benefits under this Plan, including benefits other than those initially determined by the Plan Administrator to be payable, may file a claim in writing with the Plan Administrator, specifying the reasons for such claim. The Plan
Administrator shall, within 90 days after receipt of such written claim (unless special circumstances require an extension of time, but in no event more than 180 days after such receipt), send a written notification to the Teammate as to the
disposition of such claim. Such notification shall be written in a manner calculated to be understood by the claimant and in the event that such claim is denied in whole or in part, shall (i) state the specific reasons for the denial,
(ii) make specific reference to the pertinent Plan provisions on which the denial is based, (iii) provide a description of any additional material or information necessary for the Teammate to perfect the claim and an explanation of why
such material or information is necessary, and (iv) set forth the procedure by which the Teammate may appeal the denial of such claim. The Teammate (or his or her duly authorized representative) may request a review of the denial of any such
claim or portion thereof by making application in writing to the Plan Administrator within 60 days after receipt of such denial. Such Teammate (or his or her duly authorized representative) may, upon written request to the Plan Administrator, review
any documents pertinent to such claim, and submit in writing issues and comments in support of such claim. Within 60 days after receipt of a written appeal (unless special circumstances require an extension of time, but in no event more than 120
days after such receipt), the Plan Administrator shall notify the Teammate of the final decision with respect to such claim. Such decision shall be written in a manner calculated to be understood by the claimant and shall state the specific reasons
for such decision and make specific references to the pertinent Plan provision on which the decision is based. 
 (c) The Plan
Administrator may from time to time delegate any of his or her duties hereunder to such person or persons as the Plan Administrator may designate. The Plan Administrator is empowered, on behalf of this Plan, to engage accountants, legal counsel and
such other persons as the Plan Administrator deems necessary or advisable for the performance of his or her duties under this Plan. The functions of any such persons engaged by the Plan Administrator shall be limited to the specified services and
duties for which they are engaged, and such persons shall have no other duties, obligations or responsibilities under this Plan. Such persons shall exercise no discretionary authority or discretionary control respecting the administration of this
Plan. All reasonable fees and expenses of such persons shall be borne by the Company. 
 5. Withholding Taxes. The
Company will withhold from all payments due under this Plan to each Teammate (or the Teammate’s beneficiary or estate) all taxes which, by applicable federal, state, local or other law, the Company is required to withhold therefrom. 

6. Amendment. The Company shall have the right, in its sole discretion, pursuant to action by the Chief Executive Officer of the
Company, to amend this Plan in any respect; provided, however, that no amendment may reduce any severance payments or benefits due hereunder with respect to a Teammate who previously incurred a Qualifying Termination and who has not
forfeited such payments and benefits pursuant to the Noncompetition 

  
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Agreement. In the event that this Plan is determined to be a “deferred compensation plan” subject to Section 409A of the Code, the Compensation Committee of the Company’s
Board of Directors shall, as necessary, adopt such conforming amendments as are necessary to comply with Section 409A of the Code without reducing the payments and benefits due to the Teammates hereunder. 

7. Effect of Plan. Any amount payable pursuant to this Plan shall be reduced by any other amount of severance relating to salary
continuation or any other continuation of medical coverage to be received by the Teammate upon termination of employment of the Teammate under any severance plan, policy or arrangement of the Company. Subject to the foregoing and to the provisions
of Sections 2 and 8 hereof, the rights of, and benefits payable to, a Teammate pursuant to this Plan are in addition to any rights of, or benefits payable to, a Teammate under any other Teammate benefit plan or compensation program of the Company.
All rights of a Teammate under any such plan or program shall be determined in accordance with the provisions of such plan or program. 
 8. Offset; Mitigation. 
 (a) If the Company is obligated by law or contract
to pay severance pay, notice pay or other similar benefits, or if the Company is obligated by law to provide advance notice of separation (“Notice Period”), then any payments hereunder shall be reduced by the amount of any such severance
pay, notice pay or other similar benefits, as applicable, and by the amount of any severance pay, notice pay or other similar benefits received during any Notice Period. 
 (b) Any amount payable pursuant to this Plan shall also be reduced by any amount of compensation received by the Teammate from another employer (as an employee, consultant, or independent contractor)
during the applicable salary continuation period set forth in Section 2(a) hereof. Teammate may not defer compensation with his new employer or client or take any other action in an effort to avoid the dollar-for-dollar reduction required by
this Plan, and that if Teammate does take such action, the benefits under this Plan may be reduced by the Plan Administrator in its sole discretion. 
 (c) A Teammate who is entitled to receive severance payments and benefits hereunder shall be obligated to seek other employment and to take all other reasonable actions so as to mitigate the amounts
payable and the benefits to be provided to such Teammate under any of the provisions of this Plan. 
 9. Unfunded Plan.
This Plan shall not be funded. No Teammate entitled to benefits hereunder shall have any right to, or interest in, any specific assets of the Company, but a Teammate shall have only the rights of a general creditor of the Company to receive benefits
on the terms and subject to the conditions provided in this Plan. 

  
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 10. Payments to Minors, Incompetents and Beneficiaries. Any benefit payable to or for
the benefit of a minor, an incompetent person or other person incapable of giving a receipt therefor shall be deemed paid when paid to such person’s guardian or to the party providing or reasonably appearing to provide for the care of such
person, and such payment shall fully discharge the Company, the Plan Administrator and all other parties with respect thereto. If a Teammate shall die while any amounts would be payable to the Teammate under this Plan had the Teammate continued to
live, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Plan to such person or persons appointed in writing by the Teammate to receive such amounts or, if no person is so appointed, to the estate
of the Teammate. 
 11. Non-Assignability. None of the payments, benefits or rights of any Teammate shall be subject to
any claim of any creditor, and, in particular, to the fullest extent permitted by law, all such payments, benefits and rights shall be free from attachment, garnishment, trustee’s process or any other legal or equitable process available to any
creditor of such Teammate. Except as otherwise provided herein or by law, no right or interest of any Teammate under this Plan shall be assignable or transferable, in whole or in part, either directly or by operation of law or otherwise, including
without limitation by execution, levy, garnishment, attachment or pledge; no attempted assignment or transfer thereof shall be effective; and no right or interest of any Teammate under this Plan shall be subject to any obligation or liability of
such Teammate. 
 12. No Rights to Continued Employment. Neither the adoption of this Plan, nor any amendment hereof, nor
the creation of any fund, trust or account, nor the payment of any benefits, shall be construed as giving any Teammate the right to be retained in the service of the Company, and all Teammates shall remain subject to discharge to the same extent as
if this Plan had not been adopted. 
 13. Successors; Binding Agreement. This Plan shall inure to the benefit of and be
binding upon the beneficiaries, heirs, executors, administrators, successors and assigns of the parties, including each Teammate, present and future, and any successor to the Company or one of its subsidiaries. This Plan shall not be terminated by
any merger or consolidation of the Company whereby the Company is or is not the surviving or resulting corporation or as a result of any transfer of all or substantially all of the assets of the Company. In the event of any such merger,
consolidation or transfer of assets, the provisions of this Plan shall be binding upon the surviving or resulting corporation or the person or entity to which such assets are transferred. The Company agrees that concurrently with any merger,
consolidation or transfer of assets referred to in this Section 13, it will cause any surviving or resulting corporation or transferee unconditionally to assume all of the obligations of the Company hereunder. 

14. Headings. The headings and captions herein are provided for reference and convenience only, shall not be considered part of
this Plan and shall not be employed in the construction of this Plan. 

  
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 15. Notices. Any notice or other communication required or permitted pursuant to the
terms hereof shall have been duly given when delivered or mailed by United States mail, first class, postage prepaid, addressed to the intended recipient at his, her or its last known address. 

16. Effective Date and Term. This Plan shall be effective as of the date hereof and shall end on the date on which this Plan is
terminated by the Company; provided that this Plan and the obligations of the Company hereunder shall not terminate with respect to any severance payments or benefits due hereunder with respect to a Teammate who previously incurred a Qualifying
Termination and who has not forfeited such payments and benefits pursuant to the Noncompetition Agreement until such obligations have been fully satisfied by the Company. 
 17. Employment with, and Action by, Subsidiaries. For purposes of this Plan, employment with the Company or actions taken by the Company with respect to the Teammate shall include employment with
or actions taken by any corporation or other entity in which the Company has a direct or indirect ownership interest of 50% or more of the total combined voting power of the then outstanding securities of such corporation or other entity entitled to
vote generally in the election of directors. 
 18. Governing Law; Validity. This Plan shall be governed by, and
construed and enforced in accordance with, the internal laws of the State of Delaware (without regard to principles of conflicts of laws) to the extent not preempted by ERISA or other Federal law, which shall otherwise control. If any provision of
this Plan shall be held invalid or unenforceable, such invalidity or unenforceability shall not affect any other provision hereof, and this Plan shall be construed and enforced as if such provision had not been included. 

IN WITNESS WHEREOF, the Company has caused this Plan to be adopted as of the 7th day of December, 2012. 

 

			
	DAVITA HEALTHCARE PARTNERS INC.
		
	By: 	 	 /s/ Laura Mildenberger

	
	Laura Mildenberger
	Chief People Officer



  
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