Restricted Stock Award Agreement

Exhibit 10.2

 

RESTRICTED STOCK AWARD AGREEMENT

 

CommunityHealth Systems, Inc.

 

                    ,2005

 

THIS AGREEMENT, made as of the     thday of             ,2005 (the “Date of Grant”), between Community Health Systems, Inc., aDelaware corporation (the “Company”), and                           (the ”Grantee”).

 

WHEREAS, the Company has adopted the CommunityHealth Systems, Inc. Amended and Restated 2000 Stock Option and Award Plan (the“Plan”) in order to provide additional incentive to certain employeesand directors of the Company and its Subsidiaries; and

 

WHEREAS,the Committee has determined to grant to the Grantee an Award of RestrictedStock as provided herein to encourage the Grantee’s efforts toward thecontinuing success of the Company.

 

NOW, THEREFORE, the parties hereto agree as follows:

 

1.     Grant of Restricted Stock.

 

1.1           The Company hereby grants to the Grantee anaward of                 Shares of Restricted Stock (the “Award”).  The Shares of Restricted Stock grantedpursuant to the Award shall be issued in the form of book entry Shares in thename of the Grantee as soon as reasonably practicable after the Date of Grantand shall be subject to the execution and return of this Agreement by theGrantee (or the Grantee’s estate, if applicable) to the Company as provided in Section 9hereof.

 

1.2           This Agreement shall be construed inaccordance and consistent with, and subject to, the provisions of the Plan (theprovisions of which are hereby incorporated by reference) and, except as otherwiseexpressly set forth herein, the capitalized terms used in this Agreement shallhave the same definitions as set forth in the Plan.

 

2.     Restrictions on Transfer.

 

The Shares of Restricted Stock issued under thisAgreement may not be sold, transferred or otherwise disposed of and may not bepledged or otherwise hypothecated until all restrictions on such RestrictedStock shall have lapsed in the manner provided in Section 3, 4 or 5hereof.

 

3.     Lapse ofRestrictions Generally.

 

Except as provided in Sections 4, 5 and 6 hereof,one-third (1/3) of the number of Shares of Restricted Stock issued hereunder(rounded up to the next whole Share, if necessary) shall vest, and therestrictions with respect to such Restricted Stock shall lapse, on each of thefirst three (3) anniversaries of the Date of Grant.

 



 

4.     Effect of Certain Terminations of Employment.

 

If the Grantee’s employment terminates as a resultof the Grantee’s death, Retirement or Disability, in each case if suchtermination occurs on or after the Date of Grant, all Shares of RestrictedStock which have not become vested in accordance with Section 3 or 5hereof shall vest, and the restrictions on such Restricted Stock shall lapse,as of the date of such termination.

 

5.     Effectof Change in Control.

 

In the event of a Change in Control at any time onor after the Date of Grant, all Shares of Restricted Stock which have notbecome vested in accordance with Section 3 or 4 hereof shall vest, and therestrictions on such Restricted Stock shall lapse, immediately.

 

6.     Forfeitureof Restricted Stock.

 

In addition to the circumstance described in Section 9(a)hereof, any and all Shares of Restricted Stock which have not becomevested in accordance with Section 3, 4 or 5 hereof shall be forfeited andshall revert to the Company upon the termination by the Grantee, the Company orits Subsidiaries of the Grantee’s employment for any reason other than thoseset forth in Section 4 hereof prior to such vesting.

 

7.     Delivery of Restricted Stock.

 

7.1           Except as otherwiseprovided in Section 7.2 hereof, evidence of book entry Shares or, ifrequested by the Grantee prior to such lapse of restrictions, a stockcertificate with respect to shares of Restricted Stock for which therestrictions have lapsed pursuant to Section 3, 4 or 5 hereof with respectto such shares of Restricted Stock, shall be delivered to the Grantee as soonas practicable following the date on which the restrictions on such RestrictedStock have lapsed, free of all restrictions hereunder.

 

7.2           Evidence ofbook entry Shares with respect to shares of Restricted Stock in respect ofwhich the restrictions have lapsed upon the Grantee’s death pursuant to Section 4hereof or, if requested by the executors or administrators of the Grantee’sestate upon such lapse of restrictions, a stock certificate with respect tosuch shares of Restricted Stock, shall be delivered to the executors oradministrators of the Grantee’s estate as soon as practicable following theCompany’s receipt of notification of the Grantee’s death, free of allrestrictions hereunder.

 

8.     Dividends and Voting Rights.

 

Subject to Section 9(a) hereof, upon issuanceof the Restricted Stock, the Grantee shall have all of the rights of astockholder with respect to such Stock, including the right to vote the Stockand to receive all dividends or other distributions paid or made with respectthereto; provided, however, that dividends or distributionsdeclared or paid on the Restricted Stock by the Company shall be deferred and reinvested in Shares of Restricted Stockbased on the Fair Market Value of a Share on the date such dividend ordistribution is paid or made (provided that no fractional Shares will beissued), and the additionalShares of Restricted Stock thus acquired shallbe subject to the same restrictions on transfer, forfeiture and vesting schedule asthe Restricted Stock in respect of which such dividends or distributions weremade.

 

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9.     Execution of Award Agreement.

 

(a)           The Shares of Restricted Stock granted to theGrantee pursuant to the Award shall be subject to the Grantee’s execution andreturn of this Agreement to the Company or its designee (including byelectronic means, if so provided) no later than the earlier of (i)                 , 2005 and (ii) the date that is immediately prior tothe date that the Restricted Stock vest pursuant to Section 4 or 5 hereof(the “Grantee Return Date”); provided that if the Grantee dies beforethe Grantee Return Date, this requirement shall be deemed to be satisfied ifthe executor or administrator of the Grantee’s estate executes and returns thisAgreement to the Company or its designee no later than ninety (90) daysfollowing the Grantee’s death (the “Executor Return Date”).  If this Agreement is not so executed andreturned on or prior to the Grantee Return Date or the Executor Return Date, asapplicable, the Shares of Restricted Stock evidenced by this Agreement shall beforfeited, and neither the Grantee nor the Grantee’s heirs, executors,administrators and successors shall have any rights with respect thereto.

 

(b)           If this Agreement is so executed and returnedon or prior to the Grantee Return Date or the Executor Return Date, asapplicable, all dividends and other distributions paid or made with respect tothe Shares of Restricted Stock granted hereunder prior to such Grantee ReturnDate or Executor Return Date shall be treated in the manner provided in Section 8hereof.

 

10.   No Right to Continued Employment.

 

Nothing in this Agreement or the Plan shallinterfere with or limit in any way the right of the Company or its Subsidiariesto terminate the Grantee’s employment, nor confer upon the Grantee any right tocontinuance of employment by the Company or any of its Subsidiaries orcontinuance of service as a Board member.

 

11.   Withholding of Taxes.

 

Prior to the delivery to theGrantee (or the Grantee’s estate, if applicable) of a stock certificate orevidence of book entry Shares with respect to shares of Restricted Stock inrespect of which all restrictions have lapsed, the Grantee (or the Grantee’sestate) shall pay to the Company the federal, state and local income taxes andother amounts as may be required by law to be withheld by the Company (the “WithholdingTaxes”) with respect to such Restricted Stock.  Byexecuting and returning this Agreement in the manner provided in Section 9hereof, the Grantee (or the Grantee’s estate) shall be deemed to elect to havethe Company withhold a portion of such Restricted Stock having an aggregate FairMarket Value equal to the Withholding Taxes in satisfaction of the WithholdingTaxes, such election to continue in effect until the Grantee (or the Grantee’sestate) notifies the Company before such delivery that the Grantee (or theGrantee’s estate) shall satisfy such obligation in cash, in which event theCompany shall not withhold a portion of such Restricted Stock as otherwiseprovided in this Section 11.

 

12.   Grantee Bound by the Plan.

 

TheGrantee hereby acknowledges receipt of a copy of the Plan and agrees to bebound by all the terms and provisions thereof.

 

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13.   Modification of Agreement.

 

This Agreement may be modified, amended, suspendedor terminated, and any terms or conditions may be waived, but only by a writteninstrument executed by both parties hereto.

 

14.   Severability.

 

Shouldany provision of this Agreement be held by a court of competent jurisdiction tobe unenforceable or invalid for any reason, the remaining provisions of thisAgreement shall not be affected by such holding and shall continue in fullforce in accordance with their terms.

 

15.   Governing Law.

 

The validity, interpretation, construction andperformance of this Agreement shall be governed by the laws of the State ofTennessee without giving effect to the conflicts of laws principles thereof.

 

16.   Successors in Interest.

 

This Agreement shall inure to the benefit of and bebinding upon any successor to the Company. This Agreement shall inure to the benefit of the Grantee’s legalrepresentatives.  All obligations imposedupon the Grantee and all rights granted to the Company under this Agreementshall be binding upon the Grantee’s heirs, executors, administrators andsuccessors.

 

17.   Resolution of Disputes.

 

Any dispute or disagreement which may arise under,or as a result of, or in any way relate to, the interpretation, construction orapplication of this Agreement shall first be referred to the Chief ExecutiveOfficer for informal resolution, and if necessary, referred to the Committeefor its determination.  Any determinationmade hereunder shall be final, binding and conclusive on the Grantee, theGrantee’s heirs, executors, administrators and successors, and the Company andits Subsidiaries for all purposes.

 

18.   Entire Agreement.

 

This Agreement and the terms and conditions of thePlan constitute the entire understanding between the Grantee and the Companyand its Subsidiaries, and supersede all other agreements, whether written ororal, with respect to the Award.

 

19.   Headings.

 

The headings of this Agreement are inserted forconvenience only and do not constitute a part of this Agreement.

 

20.   Counterparts.

 

This Agreement may be executed simultaneously in twoor more counterparts, each of which shall constitute an original, but all ofwhich taken together shall constitute one and the same agreement.

 

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COMMUNITY HEALTH SYSTEMS, INC.

 

 

 

 

 

By:

 

 

 

 

 

Name:

 

 

 

 

 

Title:

 

 

 

 

 

 

 

GRANTEE

 

 

 

 

 

 

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