Third Amendment to Employment Agreement, dated as of August 28, 2019, by and among American Renal Management LLC, American Renal Holdings, Inc. and Syed T. Kamal

This THIRD AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) is entered into effective as of August 28, 2019, (the “Effective Date”) by and among American Renal Management LLC, a Delaware limited liability company (the “Company”), American Renal Holdings Inc., a Delaware corporation (“ARH”), and Syed T. Kamal, a resident of the State of Florida (“Executive”).

WHEREAS, the Company, ARH and Executive entered into that certain employment agreement, dated March 22, 2010, as amended from time to time thereafter (the “Agreement”); and

WHEREAS, the Company, ARH and Executive each desire to amend the Agreement as provided below to reflect their agreement with respect to certain incentive compensation and awards for 2019;

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, the Company, ARH and Executive each hereby agree to amend the Agreement to reflect these changes, as follows:

Any Bonus that is payable pursuant to Section 5.2(a) shall be paid to Executive (less applicable withholding taxes) only after delivery of final audited financial statements for the ARH Group for the fiscal year to which the Bonus relates.

Notwithstanding the foregoing, the Board considered it appropriate, and Executive concurred, that Executive will voluntarily forego any Bonus to which he would otherwise be entitled pursuant to this Section 5.2 for 2019. For the avoidance of doubt, this Agreement does not preclude the Board from exercising its discretion to award Executive a Bonus for 2019, under this Agreement or otherwise, with the amount thereof, if awarded, to be determined in the sole discretion of the Board. Executive hereby agrees that no decision pursuant to this Section 5.2(d) shall constitute “Good Reason” or breach of the Agreement by the Company, and any reference to “Bonus” in Section 7 with respect to 2019 shall be calculated at zero.

Notwithstanding the foregoing, Executive voluntarily agrees that he has no entitlement to any incentive stock options, nonqualified stock options, stock appreciation rights, restricted stock or restricted stock units, or any other equity-based award for 2019 under this Agreement or otherwise, and whether he receives any of the foregoing and the amount thereof if awarded, shall be determined in the sole discretion of the Board. Executive hereby agrees that no decision pursuant to this Section 5.3 shall constitute “Good Reason” or breach of the Agreement by the Company. For the avoidance of doubt, Executive acknowledges that any grants of the foregoing after 2019 shall be in the sole discretion of the Board, and the failure to make any such grants shall not constitute “Good Reason” or breach of the Agreement by the Company.