Amendment to Stock Appreciation Rights Agreements, entered into effective as of March 1, 2018, by and between DaVita Inc. and Carol Anthony Davidson

This Amendment to Stock Appreciation Rights Agreements is entered into effective as of March 1, 2018, by and between DaVita Inc., a Delaware corporation (the “Company”), and Carol Anthony Davidson (the “Grantee”).

WHEREAS, in connection with Grantee’s annual compensation from the Company for his service as a non-employee member of the Board of Directors (the “Board”) of the Company, and pursuant to the Company’s 2011 Incentive Award Plan (the “Plan”), the Company granted to Grantee each of the Stock-Settled Stock Appreciation Rights (“SSARs”) awards set forth below (collectively, the “SSAR Grants”):

WHEREAS, the Company and Grantee entered into Stock-Settled Stock Appreciation Rights Agreements dated as of June 17, 2013, June 17, 2014, June 16, 2015, June 20, 2016 and June 16, 2017 respectively (the “SSAR Agreements”), that set forth the terms and conditions applicable to the SSAR Grants;

WHEREAS, pursuant to Section 2.53 of the Plan, the Plan “Administrator,” which is the Board for purposes of matters pertaining to awards to directors of the Company pursuant to Section 13.1 of the Plan, has the authority within its sole discretion to make determinations and changes with respect to the SSAR Grants regarding the time within which Mr. Davidson must exercise the SSARs, including by extending the time that Mr. Davidson otherwise would have had to exercise the awards;

WHEREAS, by resolutions adopted by the Board at its meeting on January 30 - February 1, 2018, the Board revised the SSAR Grants to provide that rather than having three (3) months from Termination of Service (as defined in the Plan) within which Mr. Davidson must exercise the SSARs, Mr. Davidson would be able to exercise the SSARs at any time up until the original expiration dates of the SSAR Grants; and

WHEREAS, in order to have the SSAR Agreements be consistent with and reflect the action taken by the Board, the Company and Grantee desire to amend the SSAR Agreements pursuant to Section 11 thereof;

NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the parties hereto, intending to be legally bound hereby, agree as follows:

1.The parties acknowledge that prior to the amendment contemplated herein, the language of Section 2(b) of each of the respective SSAR Agreements reads as follows:

(b)    This SAR shall expire and cease to be exercisable on the earlier to occur of:

(i) the Expiration Date,

    (ii) the date which is three (3) months after the date on which the Grantee's membership on the Board of Directors of the Company terminates unless such termination is the result of Grantee's death (or Grantee dies during the three (3) month period following the termination of his or her membership on the Board of Directors of the Company) or Grantee was disabled (within the meaning of Section 22(e)(3) of the Code) at the time of such termination of membership on the Board of Directors of the Company, or

   

(iii) the date which is one (1) year from the date of termination of Grantee's membership on the Board of Directors if such termination is the result of Grantee's death (or Grantee dies during the three (3) month period following the termination of his or her membership on the Board of Directors of the Company) or Grantee was disabled (within the meaning of Section 22(e)(3) of the Code) at the time of such termination of membership on the Board of Directors.

(iv) Notwithstanding the foregoing, the SAR shall terminate no later than the Expiration Date, regardless of whether or not Grantee remains a member of the Board of Directors of the Company.

2. The parties agree that each of the respective SSAR Agreements shall be amended such that after the amendment, the language of Section 2(b) of Exhibit A to the respective SSAR Agreements shall read in its entirety as follows:

“(b)    This SAR shall expire and cease to be exercisable on the Expiration Date.”

For the avoidance of doubt, the Expiration Date as defined in the SSAR Agreements for the 2013, 2014, 2015, 2016 and 2017 SSAR Grants, respectively, are June 17, 2018, June 17, 2019, June 16, 2020, June 20, 2021, and June 16, 2022.

“Vesting Schedule: 100% on March 1, 2018, provided that all other terms and conditions of the Plan are met.”

IN WITNESS WHEREOF, the parties hereto have executed this Amendment to Stock Appreciation Rights Agreements.