Service
or any other applicable taxing authority. Furthermore, notwithstanding anything
herein to the contrary, no payment or benefit payable under this Agreement shall
be required to be paid or provided in any calendar year if the payment of such
payment or benefit would constitute an impermissible acceleration under
Section 409A of the Code and the transition guidance thereunder and such payment
shall instead be paid as soon as practicable, without interest.
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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/ Stephen R. Cunanan
Stephen R. Cunanan,
Chief People Officer
For the purpose of Sections 4, 5, 6, 7 and 10, and as guarantor of Company's
obligations under this Agreement KINDRED HEALTHCARE, INC. By:
/s/ Stephen R.
Cunanan
Stephen R. Cunanan,
Chief People Officer
/s/ Paul J. Diaz PAUL J. DIAZ
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