Características

2005 Restricted Stock Plan

In December 2005, the Company’s board of directors adopted a restricted stock plan with respect to Skilled’s Class B common stock (the "Restricted Stock Plan"). The Restricted Stock Plan provided for awards of restricted stock to the

Company’s officers and other key employees. Such grants of restricted stock were required to be evidenced by restricted stock agreements and were subject to the vesting and other requirements as determined at the time of grant by a committee appointed by the board of directors. Restricted shares of each initial participant vested (i) 25% on the date of grant and (ii) 25% on each of the first three anniversaries of the date of grant, unless such initial participant ceases to be an employee of or consultant to Skilled or any of its companies on the relevant anniversary date. As of December 31, 2014, the aggregate number of shares of Class B stock issued under the Restricted Stock Plan was 1.3 million, net of forfeitures, all of which have fully vested. No additional shares of common stock are available for issuance under this plan.

2007 Incentive Award Plan

In April 2007, Skilled's board of directors adopted the Skilled Healthcare Group, Inc. 2007 Incentive Award Plan (the "2007 Plan") that provides for cash-based and equity-based awards to the Company's directors, officers, and other key employees. In May 2008, the stockholders of the Company approved the 2007 Plan increasing the number of shares of the Company’s Class A common stock that may be issued under the 2007 Plan by 1.5 million shares to a total of 2.6 million shares. The 2007 Plan became effective immediately upon stockholder approval. The Company's stockholders approved an

amendment of the 2007 Plan in May 2011, which increased the number of shares of Class A common stock available for issuance under the plan by 1.9 million shares to a total of 4.5 million shares. In May 2013, the Company's stockholders approved an amendment of the 2007 Plan, which increased the number of shares of Class A common stock available for issuance under the plan by 1.0 million shares to a total of 5.5 million shares.

Restricted stock awards granted under the 2007 Plan are subject to vesting and other requirements as determined at the time of award by a committee appointed by the board of directors. The restricted awards granted to non-employee directors are generally subject to a one-year vesting requirement. The restricted common shares awarded to executive officers and other key employees generally vest 25% on the first four anniversary dates of the award. In addition to restricted common shares, the Company also awards restricted stock units to certain directors. The restricted stock units have rights similar to the rights of

the terms of individual option grants, options granted under the 2007 Plan generally expire 10 years after the grant date and generally become exercisable over a period of four years, with annual vesting, based on continued employment. In 2014 and 2013, the Company granted no new options to purchase shares of Class A common stock.

In November 2008, the Company began granting performance based restricted Class A common shares and stock options to executive officers. The stock options vest ratably over a four-year period. The fair value of the stock options is valued utilizing the Black-Scholes model and is amortized over the vesting period of the options. The fair value of the performance shares is is recognized as compensation expense based on the most probable outcome of the performance condition which is evaluated quarterly using the Company's forecasted and actual results. As of December 31, 2014, there were 0.9 million non- vested performance based restricted stock awards outstanding as compared to 0.8 million for the same period in 2013.

As of December 31, 2014, the aggregate number of Class A common shares and restricted stock units issued under the 2007 plan was 4.6 million as compared to 3.7 million as of December 31, 2013.

During the year ended December 31, 2014, the following actively occurred with respect to restricted stock awards, restricted stock units and performance stock awards under the Company’s existing plans (number of shares in thousands):

Number of Shares Weighted- Average Grant Date Fair Value

Non-vested balance at January 1, 2014 2,256 $ 6.42

Granted 948 4.86

Vested (740 ) 4.63

Forfeited (610 ) 5.49

Non-vested balance at December 31, 2014 1,854

As of December 31, 2014, there was approximately $3.5 million of total unrecognized compensation costs related to restricted stock awards, restricted stock units and performance stock awards as compared to $4.6 million for the year ended December 31, 2013. These costs had a weighted-average remaining recognition period of 1.7 as of December 31, 2014 and 1.8 years as of December 31, 2013. The total fair value of shares vested during the years ended December 31, 2014, 2013, and 2012 was $5.1 million, $2.5 million, and $1.8 million, respectively.

There were no new stock options granted in the year ended December 31, 2014 and December 31, 2013.

There were 214,064 options exercised during the year ended December 31, 2014. As of December 31, 2014, there was less than $0.1 million of unrecognized compensation cost related to outstanding stock options, net of estimated forfeitures. This amount is expected to be recognized over a weighted-average period of 0.9 years. To the extent the forfeiture rate is different than the Company has anticipated, stock-based compensation related to these awards will be different from the Company's expectations.

The following table summarizes stock option activity during the year ended December 31, 2014 under the Skilled Healthcare Group, Inc. Amended and Restated 2007 Incentive Award Plan:

Number of Shares Weighted- Average Exercise Price Weighted- Average Remaining Contractual Term (in years) Aggregate Intrinsic Value (in thousands) Outstanding at January 1, 2014 795 $ 8.54 Granted — — Forfeited or cancelled (208 ) 9.80 Outstanding at December 31, 2014 587 $ 9.35 4.54 $ 414,721

Fully vested and expected to vest at December 31, 2014

372 $ 9.35 4.54 $ 413,765

Exercisable at December 31, 2014 352 $ 9.44 4.40 $ 384,081

Aggregate intrinsic value represents the value of Skilled's closing stock price on the New York Stock Exchange on the last trading day of the fiscal period in excess of the exercise price, multiplied by the number of options outstanding or exercisable.

The amount of compensation included in general and administrative expenses was $3.2 million, $1.7 million, and $3.0 million for the year ended December 31, 2014, 2013 and 2012, respectively. The amount of compensation included in cost of services was $1.0 million, $1.3 million, and $1.8 million for the years ended December 31, 2014, 2013 and 2012, respectively.