LifePoint Hospitals, Inc. Outside Directors Stock and Incentive Compensation Plan Deferred Restricted Stock Award Agreement GRANT NUMBER _________
Exhibit 10.22
Outside
Directors Stock and Incentive Compensation Plan
GRANT
NUMBER _________
This
Agreement is made and entered into by and between LifePoint Hospitals,
Inc. (the “Company”) and (the “Participant”), in
connection with an award under the LifePoint Hospitals, Inc. Outside Directors
Stock and Incentive Compensation Plan (the “Plan”) that was made on ___________ (the “Date of
Grant”).
The Company established the Plan for
the purpose of encouraging its outside directors to acquire the common stock of
the Company (“Common Stock”). The Participant is a director of the Company and
is not employed by the Company or one of its Subsidiaries. In consideration of
the foregoing, the Participant has been awarded the right to receive shares of
Restricted Stock on a deferred date, described as the Realization Date herein,
subject to the terms and conditions set forth in this Agreement and in the
Plan.
1. Award. The
Participant shall receive on the “Realization Date” (as defined herein) _____ vested shares of
Restricted Stock, subject to adjustment as provided in Section 10 of the Plan.
These shares will not be issued or outstanding prior to the Realization Date but
will be credited to a bookkeeping account that is established by the Company in
the name of the Participant. If this award becomes vested, as described in
Paragraph 1(a), a number of shares of Common Stock equal to the number of shares
credited to such account will be transferred to the Participant on the
Realization Date.
(a) Vesting. This award will be
fully vested and no longer subject to forfeiture upon the soonest of any of the
following conditions to occur: (i) six months and one day from the Date of
Grant, (ii) the death or Disability of the Participant, or (iii) events
described in Section 9 of the Plan in connection with a change in the control of
the Company; provided, however, if the Participant ceases to be a member of the
Board prior to the satisfaction of any such condition for vesting, this award
shall be immediately forfeited.
(b) Realization Date. The
Participant’s right to receive Common Stock under the Restricted Stock award is
deferred until the Realization Date. The Realization Date for purposes of this
award is the first business day following the soonest of (i) the third
anniversary of the Date of Grant, or (ii) the date the Participant ceases to be
a member of the Board.
(c) Dividend Equivalents. The
shares credited to the Participant’s account prior to the Realization Date will
be credited with dividend equivalents at the time of any payment of dividends on
Shares to stockholders. The amount of any such dividend equivalents shall equal
the amount that would have been payable to the Participant as a stockholder in
respect of a number of Shares equal to the number of shares then credited to
him. Any such dividend equivalents shall be credited to the Participant’s
account described in this Paragraph 1 as of the date on which such dividend
would have been payable and shall be converted into the vested right to receive
additional shares of Common Stock on the Realization Date based upon the Fair
Market Value of a Share on the date of such crediting.
2. Transfer of Award.
Except for transfers pursuant to a will or the laws of descent and distribution,
neither this award nor the Restricted Stock covered hereby is transferable, and
the Participant may not make any disposition of the award or the shares of
Common Stock described herein, or any interest herein, prior to the date that
such shares become vested in accordance with Paragraph 1. As used herein,
“disposition” means any sale, transfer, encumbrance, gift, donation, assignment,
pledge, hypothecation, or other disposition, whether similar or dissimilar to
those previously enumerated, whether voluntary or involuntary, and whether
during the Participant’s lifetime or upon or after the Participant’s death,
including, but not limited to, any disposition by operation of law, by court
order, by judicial process, or by foreclosure, levy, or attachment, except a
transfer by will or by the laws of descent or distribution. Any attempted
disposition in violation of this Paragraph is void.
3. Status of
Participant. The Participant shall not be a stockholder of the Company
with respect to the Common Stock covered by this Restricted Stock award until
the Realization Date. In the event the Company effects a recapitalization, stock
split, stock dividend or other event described in Section 10 of the Plan, the
right to receive shares of Common Stock hereunder (or any shares of stock issued
in substitution thereof) shall be subject to identical restrictions and shall be
subject to the terms of this Agreement and the Plan. The Company is not required
to issue shares of Common Stock under this award until all applicable
requirements of law have been complied with and such shares shall have been duly
listed on any securities exchange or market system on which the Common Stock may
then be listed or traded.
4. No Effect on Capital
Structure. This award shall not affect the right of the Company or any
Subsidiary to reclassify, recapitalize or otherwise change its capital or debt
structure or to merge, consolidate, convey any or all of its assets, dissolve,
liquidate, windup, or otherwise reorganize.
5. Board Authority. The
full discretionary authority delegated to the Board under the terms of the Plan,
including Section 3, includes the authority to: (i) determine any question
concerning the interpretation of this Agreement, (ii) make any required
adjustments to this award, and (iii) determine if the conditions stated in the
Plan and Agreement have occurred with respect hereto. Any question concerning
the interpretation of this Agreement, any adjustments required to be made under
the Plan and any controversy that may arise under the Plan or this Agreement
shall be determined by the Board in its sole discretion. Such decision shall be
final and binding.
6. Plan Controls. The
terms of this Agreement are governed by the terms of the Plan, as the Plan is
amended from time to time. A copy of the Plan, and all amendments thereto, has
been delivered or made available to the Participant and shall be deemed a part
of this Agreement as if fully set forth herein. In the event of any conflict
between the provisions of the Agreement and the provisions of the Plan, the
terms of the Plan shall control, except as expressly stated otherwise. For
purposes of this Agreement, the defined terms in the Plan shall have the same
meaning in this Agreement, except where the context otherwise requires. The
terms “Article” or “Section” generally refer to provisions within the Plan. The
term “Paragraph” generally refers to a provision of this Agreement.
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7. Notice. Whenever any
notice is required or permitted hereunder, such notice must be in writing and
personally delivered or sent by mail or a delivery service that is approved by
the Company. Any notice required or permitted to be delivered hereunder shall be
deemed to be delivered on the date which it is personally delivered, or, whether
actually received or not, on the third business day after it is deposited in the
United States mail, certified or registered, postage prepaid, addressed to the
person who is to receive it at the address that such person has theretofore
specified by written notice delivered in accordance herewith. The Company or
Participant may change, by written notice to the other, the address identified
in this Paragraph. The Company or Participant may change, by written notice to
the other, the address specified for receiving notices. Notices delivered to the
Company shall be addressed as follows:
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Attn:
Human Resources Department
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Phone:
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Fax: (▇▇▇)
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Notices
to the Participant shall be hand-delivered to the Participant or mailed to the
last address shown on the records of the Company.
8. Information
Confidential. As partial consideration for the grant of this award, the
Participant agrees that he or she will keep confidential all information and
knowledge that the Participant has relating to the manner and amount of his or
her participation in the Plan; provided, however, that such information may be
disclosed as required by law and may be given in confidence to the Participant’s
spouse, tax and financial advisors, or to a financial institution to the extent
that such information is necessary to secure a loan.
9. Amendment. The
Company, acting through the Board, may amend this Agreement at any time for any
purpose determined by the Company in its sole discretion that is consistent with
the Plan. The Company may not amend this Agreement, however, without the
Participant’s express agreement to any amendment that would adversely affect the
material rights of the Participant.
10. Governing Law. Except
as is otherwise provided in the Plan, where applicable, the provisions of this
Agreement shall be governed by the internal laws of the State of Tennessee,
without regard to the principles of conflicts of laws thereof.
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Execution
Page
In Witness
Whereof, the Company has caused this Agreement to be executed and
effective on the Date of the Grant, as defined herein.