Common use of Acceleration of Vesting Upon Retirement Clause in Contracts

Acceleration of Vesting Upon Retirement. Notwithstanding any other provision in this Agreement, if the Recipient terminates his or her Continuous Service prior to the Vesting Date and after attaining age 62 (for reasons other than the reasons described in Sections 2(c), 2(d), 2(e) and 2(f) hereof) and completing at least five (5) years of Continuous Service (a “Retirement Termination”), the RSUs shall vest on the Vesting Date, provided that the Performance Goals described herein are attained during the Performance Period and provided further that, during the period (the “Restricted Period”) beginning on the date the Recipient has a Retirement Termination (the “Retirement Date”) and continuing until the Vesting Date, the Recipient does not, in any capacity (including, but not limited to, as an owner, member, partner, shareholder, consultant, advisor, financier, agent, employee, officer, director, manager or otherwise), whether directly or indirectly, engage in a Competitive Activity (as such term is hereinafter defined) or violate the non-solicitation restrictions set forth in Section 6(a). If the Recipient fails to comply with this provision, a portion of the RSUs equal to (i) the total number of RSUs granted, multiplied by (ii) a ratio equal to (A) the number of full months between ______________ and the date the Recipient violates this provision (not to exceed __), divided by (B) the total number of months between ___________ and the end of the Performance Period, shall become vested as of the Vesting Date, provided that the Performance Goals described herein are attained during the Performance Period, and the unvested portion of the RSUs shall be forfeited. The Percentage Payable and, if applicable, any modifications to the number of Shares payable pursuant to this Award, shall be determined according to the performance criteria set forth in the attached Exhibit A. Nothing in this subsection (g) shall prohibit the Recipient’s ownership of stock in any publicly held company (other than the Company) listed on a national securities exchange or whose shares of stock are regularly traded in the over the counter market as long as such holding at no time exceeds two percent (2%) of the total outstanding stock of such company.

Acceleration of Vesting Upon Retirement. Notwithstanding any other provision in (i) If the Optionee has a Vesting Retirement Termination, the Option subject to this Agreement, if the Recipient terminates his or her Continuous Service prior Agreement will continue to vest pursuant to the Vesting Date and after attaining age 62 (for reasons other than the reasons described schedule set forth in Sections 2(c)Section 3 above; provided, 2(d)however, 2(e) and 2(f) hereof) and completing at least five (5) years of Continuous Service (a “Retirement Termination”), the RSUs shall vest on the Vesting Date, provided that the Performance Goals described herein are attained during the Performance Period and provided further that, during the period (the “Restricted Period”) beginning on the date the Recipient Optionee has a Vesting Retirement Termination (the “Retirement Date”) and continuing until the Vesting Datedate the Option is fully vested pursuant to the schedule set forth in Section 3 above, the Recipient Optionee does not, in any capacity (including, but not limited to, as an owner, member, partner, shareholder, consultant, advisor, financier, agent, employee, officer, director, manager or otherwise), whether directly or indirectly, engage in a Competitive Activity (as such term is hereinafter defined) or violate the non-solicitation restrictions set forth in Section 6(a10(a). If the Recipient Optionee fails to comply with this provision, a portion of the RSUs equal to (i) the total number of RSUs granted, multiplied by (ii) a ratio equal to (A) the number of full months between ______________ and the date the Recipient violates this provision (not to exceed __), divided by (B) the total number of months between ___________ and the end of the Performance Period, shall become vested as of the Vesting Date, provided that the Performance Goals described herein are attained during the Performance Period, and the any unvested portion of the RSUs Option as of the date the Optionee violates this provision shall terminate and be forfeited. The Percentage Payable andnull and void. (ii) For purposes of this Agreement, if applicable“Competitive Activity” means, any modifications to without the number express written consent of Shares payable pursuant to this Award, shall be determined according to the performance criteria set forth in the attached Exhibit A. Nothing in this subsection (g) shall prohibit the Recipient’s ownership of stock in any publicly held company (other than the Company, the development, operation, management or other business activity with respect to (I) listed on a national securities exchange or whose shares of stock are regularly traded in the over the counter market as long as such holding at no time exceeds two any entity that derives more than fifty percent (250%) of its revenues from acute healthcare services in a non-urban setting; (II) any entity that provides any healthcare service offered by any hospital operated by the total outstanding stock Company or any of its subsidiaries or affiliates anywhere within the United States; (III) any entity that provides surgical, diagnostic or imaging services within a twenty-five (25) mile radius of any location where the Company or any of its subsidiaries or affiliates, currently owns, leases, manages or otherwise maintains an operating facility and of any operating facilities identified as potential acquisition targets in the Company’s strategic plan at the time the Optionee’s Continuous Service is terminated; or (IV) any entity that derives more than fifty percent (50%) of its revenues from physician recruitment services and that may, as a part of its operation, be engaged in the recruitment of physicians from facilities owned or operated by the Company or any of its subsidiaries or affiliates (excluding recruitment activities that are conducted by means of general solicitation, such companyas by way of newspapers or the Internet, and that are not targeted to recruit physicians from a facility that is owned or operated by the Company or any of its subsidiaries or affiliates).

Acceleration of Vesting Upon Retirement. Notwithstanding any other provision in this Agreement, if If the Recipient terminates his or her Continuous Service prior to the Vesting Date and after attaining age 62 (for reasons other than the reasons described in Sections 2(c), 2(d), 2(e2(b) and 2(f2(e) hereof) and completing at least five (5) years of Continuous Service (a “Retirement Termination”), the Shares subject to the RSUs shall subject to this Agreement will continue to vest on pursuant to the Vesting Dateschedule set forth in subsection (a) above; provided, provided that the Performance Goals described herein are attained during the Performance Period and provided further however, that, during the period (the “Restricted Period”) beginning on the date the Recipient has a Retirement Termination (the “Retirement Date”) and continuing until the Vesting Datedate the RSUs are fully vested pursuant to the schedule set forth in subsection (a) above, the Recipient does agrees that he or she will not, in any capacity (including, but not limited to, as an owner, member, partner, shareholder, consultant, advisor, financier, agent, employee, officer, director, manager or otherwise), whether directly or indirectly, engage in a Competitive Activity (as such term is hereinafter defined) or violate the non-solicitation restrictions set forth in Section 6(a). If the Recipient fails to comply with this provision, a portion the Recipient will forfeit any unvested RSUs as of the RSUs equal to (i) the total number of RSUs granted, multiplied by (ii) a ratio equal to (A) the number of full months between ______________ and the date the Recipient violates this provision provision. As used in this Agreement, the term “Competitive Activity” shall mean and refer to: any person or entity (not to exceed __including their successors (including any successor(s) that results from any business combination, sale or merger), divided assigns and transferees, whether by (Boperation of law or otherwise) that, whether on the total number of months between ___________ and Retirement Date or at any time within the end of the Performance Restricted Period, shall become vested as derives more than fifty percent of the Vesting Date, provided that the Performance Goals described herein are attained during the Performance Period, its revenues from one or more non-urban acute care hospitals (and the unvested portion of the RSUs shall be forfeitedassociated outpatient healthcare facilities). The Percentage Payable and, if applicable, any modifications to the number of Shares payable pursuant to this Award, shall be determined according to the performance criteria set forth in the attached Exhibit A. Nothing in this subsection (gf) shall prohibit the Recipient’s ownership of stock in any publicly held company (other than the Company) listed on a national securities exchange or whose shares of stock are regularly traded in the over the counter market as long as such holding at no time exceeds two percent (2%) of the total outstanding stock of such company.

Acceleration of Vesting Upon Retirement. Notwithstanding any other provision in If the Optionee has a Vesting Retirement Termination, the Option subject to this Agreement, if the Recipient terminates his or her Continuous Service prior Agreement will continue to vest pursuant to the Vesting Date and after attaining age 62 (for reasons other than the reasons described schedule set forth in Sections 2(c)Section 3 above; provided, 2(d)however, 2(e) and 2(f) hereof) and completing at least five (5) years of Continuous Service (a “Retirement Termination”), the RSUs shall vest on the Vesting Date, provided that the Performance Goals described herein are attained during the Performance Period and provided further that, during the period (the “Restricted Period”) beginning on the date the Recipient Optionee has a Vesting Retirement Termination (the “Retirement Date”) and continuing until the Vesting Datedate the Option is fully vested pursuant to the schedule set forth in Section 3 above, the Recipient does Optionee agrees that he or she will not, in any capacity (including, but not limited to, as an owner, member, partner, shareholder, consultant, advisor, financier, agent, employee, officer, director, manager or otherwise), whether directly or indirectly, engage in a Competitive Activity (as such term is hereinafter defined) or violate the non-solicitation restrictions set forth in Section 6(a). If the Recipient Optionee fails to comply with this provision, a portion of the RSUs equal to (i) the total number of RSUs granted, multiplied by (ii) a ratio equal to (A) the number of full months between ______________ and the date the Recipient violates this provision (not to exceed __), divided by (B) the total number of months between ___________ and the end of the Performance Period, shall become vested as of the Vesting Date, provided that the Performance Goals described herein are attained during the Performance Period, and the any unvested portion of the RSUs Option as of the date the Optionee violates this provision shall terminate and be forfeitednull and void. The Percentage Payable andAs used in this Agreement, if applicablethe term “Competitive Activity” shall mean and refer to: any person or entity (including their successors (including any successor(s) that results from any business combination, sale or merger), assigns and transferees, whether by operation of law or otherwise) that, whether on the Retirement Date or at any modifications to time within the number Restricted Period, derives more than fifty percent of Shares payable pursuant to this Award, shall be determined according to the performance criteria set forth in the attached Exhibit A. its revenues from one or more non-urban acute care hospitals (and associated outpatient healthcare facilities). Nothing in this subsection (gd) shall prohibit the RecipientOptionee’s ownership of stock in any publicly held company (other than the Company) listed on a national securities exchange or whose shares of stock are regularly traded in the over the counter market as long as such holding at no time exceeds two percent (2%) of the total outstanding stock of such company.

Acceleration of Vesting Upon Retirement. Notwithstanding any other provision in this Agreement, if the Recipient terminates his or her Continuous Service prior to the Vesting Date and after attaining age 62 (for reasons other than the reasons described in Sections 2(c), 2(d), 2(e) and 2(f) hereof) and completing at least five (5) years of Continuous Service (a “Retirement Termination”), the RSUs shall vest on the Vesting Date, provided that the Performance Goals described herein are attained during the Performance Period and provided further that, during the period (the “Restricted Period”) beginning on the date the Recipient has a Retirement Termination (the “Retirement Date”) and continuing until the Vesting Date, the Recipient does agrees that he or she will not, in any capacity (including, but not limited to, as an owner, member, partner, shareholder, consultant, advisor, financier, agent, employee, officer, director, manager or otherwise), whether directly or indirectly, engage in a Competitive Activity (as such term is hereinafter defined) or violate the non-solicitation restrictions set forth in Section 6(a). If the Recipient fails to comply with this provision, a portion of the RSUs equal to (i) the total number of RSUs granted, multiplied by (ii) a ratio equal to (A) the number of full months between ______________ and following the Date of Grant through the date the Recipient violates this provision (not to exceed __)provision, divided by (Bii) the total number of months between ___________ the Date of Grant and the end of the Performance PeriodVesting Date, shall become vested as of the Vesting Date, provided that the Performance Goals described herein are attained during the Performance Period, and the unvested portion of the RSUs shall be forfeited. The Percentage Payable andper RSU under this Subsection shall be the percentage, if applicableany, any modifications to determined and certified by the number of Shares payable Committee pursuant to Section 2(a) above. As used in this AwardAgreement, the term “Competitive Activity” shall be determined according to mean and refer to: any person or entity (including their successors (including any successor(s) that results from any business combination, sale or merger), assigns and transferees, whether by operation of law or otherwise) that, whether on the performance criteria set forth in Retirement Date or at any time within the attached Exhibit A. Restricted Period, derives more than fifty percent of its revenues from one or more non-urban acute care hospitals (and associated outpatient healthcare facilities). Nothing in this subsection (g) shall prohibit the Recipient’s ownership of stock in any publicly held company (other than the Company) listed on a national securities exchange or whose shares of stock are regularly traded in the over the counter market as long as such holding at no time exceeds two percent (2%) of the total outstanding stock of such company.

Acceleration of Vesting Upon Retirement. Notwithstanding any other provision in this Agreement, if the Recipient terminates his or her Continuous Service prior to the Vesting Date and after attaining age 62 (for reasons other than the reasons described in Sections 2(c), 2(d), 2(e) and 2(f) hereof) and completing at least five (5) years of Continuous Service (a “Retirement Termination”), the RSUs shall vest on the Vesting Date, provided that the Performance Goals described herein are attained during the Performance Period and provided further that, during the period (the “Restricted Period”) beginning on the date the Recipient has a Retirement Termination (the “Retirement Date”) and continuing until the Vesting Date, the Recipient does agrees that he or she will not, in any capacity (including, but not limited to, as an owner, member, partner, shareholder, consultant, advisor, financier, agent, employee, officer, director, manager or otherwise), whether directly or indirectly, engage in a Competitive Activity (as such term is hereinafter defined) or violate the non-solicitation restrictions set forth in Section 6(a). If the Recipient fails to comply with this provision, a portion of the RSUs equal to (i) the total number of RSUs granted, multiplied by (ii) a ratio equal to (A) the number of full months between ______________ and following the Date of Grant through the date the Recipient violates this provision (not to exceed __)provision, divided by (Bii) the total number of months between ___________ the Date of Grant and the end of the Performance PeriodVesting Date, shall become vested as of the Vesting Date, provided that the Performance Goals described herein are attained during the Performance Period, and the unvested portion of the RSUs shall be forfeited. The Percentage Payable and, if applicable, any modifications to the number of Shares payable pursuant to this Award, shall be determined according to the performance criteria set forth in the attached Exhibit A. Nothing in this subsection (g) shall prohibit the Recipient’s ownership of stock in any publicly held company (other than the Company) listed on a national securities exchange or whose shares of stock are regularly traded in the over the counter market as long as such holding at no time exceeds two percent (2%) of the total outstanding stock of such company.the

Acceleration of Vesting Upon Retirement. Notwithstanding any other provision in this Agreement, if the Recipient terminates his or her Continuous Service prior to the Vesting Date and after attaining age 62 (for reasons other than the reasons described in Sections 2(c), 2(d), 2(e) and 2(f) hereof) and completing at least five (5) years of Continuous Service (a “Retirement Termination”), the RSUs shall vest on the Vesting Date, provided that the Performance Goals described herein are attained during the Performance Period and provided further that, during the period (the “Restricted Period”) beginning on the date the Recipient has a Retirement Termination (the “Retirement Date”) and continuing until the Vesting Date, the Recipient does agrees that he or she will not, in any capacity (including, but not limited to, as an owner, member, partner, shareholder, consultant, advisor, financier, agent, employee, officer, director, manager or otherwise), whether directly or indirectly, engage in a Competitive Activity (as such term is hereinafter defined) or violate the non-solicitation restrictions set forth in Section 6(a). If the Recipient fails to comply with this provision, a portion of the RSUs equal to (i) the total number of RSUs granted, multiplied by (ii) a ratio equal to (A) the number of full months between ______________ and following the Date of Grant through the date the Recipient violates this provision (not to exceed __)provision, divided by (Bii) the total number of months between ___________ the Date of Grant and the end of the Performance PeriodVesting Date, shall become vested as of the Vesting Date, provided that the Performance Goals described herein are attained during the Performance Period, and the unvested portion of the RSUs shall be forfeited. The Percentage Payable andper RSU under this Subsection shall be the percentage, if applicableany, determined and certified by the Committee pursuant to Section 2(a) above. As used in this Agreement, the term “Competitive Activity” shall mean and refer to: any modifications to person or entity (including their successors (including any successor(s) that results from any business combination, sale or merger), assigns and transferees, whether by operation of law or otherwise) that, whether on the number Retirement Date or at any time within the Restricted Period, derives more than fifty percent of Shares payable pursuant to this Award, shall be determined according to the performance criteria set forth in the attached Exhibit A. its revenues from one or more non-urban acute care hospitals (and associated outpatient healthcare facilities). Nothing in this subsection (g) shall prohibit the Recipient’s ownership of stock in any publicly held company (other than the Company) listed on a national securities exchange or whose shares of stock are regularly traded in the over the counter market as long as such holding at no time exceeds two percent (2%) of the total outstanding stock of such company.