Common use of Purchase and Sale of Executive Securities Clause in Contracts

Purchase and Sale of Executive Securities. (a) At the Initial Closing (as defined in the Purchase Agreement), Executive will purchase, and the Company will sell, 1,108,721 shares of Common Stock at a price of $0.08 per share. The Company will deliver to Executive a copy of the certificate(s) representing such shares of Common Stock, and Executive will deliver to the Company a cashier’s or certified check or wire transfer of immediately available funds in an aggregate amount equal to $88,698.00 as payment for such shares of Common Stock. (b) Upon the purchase from time to time by the Investors of shares of Preferred Stock pursuant to Section 1B of the Purchase Agreement, Executive will purchase, and the Company will sell, up to an aggregate of 11.302 shares of Preferred Stock at a price of $1,000 per share. The number of shares of Preferred Stock to be sold by the Company and purchased by Executive at any time shall equal (i) 11.302 shares of Preferred Stock, multiplied by (ii) a fraction (A) the numerator of which will be the number of shares of Preferred Stock to be concurrently purchased by the Investors and (B) the denominator of which will be 196,000.000. The Company will deliver to Executive copies of the certificates representing such Executive Securities in exchange for a purchase price equal to $1,000 per share for each share of Preferred Stock multiplied by the number of such shares so purchased by Executive. (c) 1,105,838 of the shares of Common Stock acquired pursuant to Section 1(a) above are referred to herein as the “Carried Common Stock.” The remaining shares of Common Stock that are acquired pursuant to Section 1(a) above are referred to herein as the “Co-Invest Common Stock.” All Preferred Stock and the Co-Invest Common Stock acquired by Executive hereunder are referred to herein as the “Co-Invest Stock,” (d) Within 30 days after the purchase of any Carried Common Stock hereunder (including, without limitation, upon the execution hereof), Executive will make an effective election with the Internal Revenue Service under Section 83(b) of the Internal Revenue Code and the regulations promulgated thereunder in the form of Exhibit A attached hereto. (e) Until released upon the occurrence of a Sale of the Company or a Public Offering as provided below, all stock certificates evidencing Executive Securities shall be held by the Company for the benefit of Executive and the other holder(s) of Executive Securities. Upon the occurrence of a Sale of the Company, the Company will return all stock certificates evidencing Executive Securities to the record holders thereof. Upon the consummation of a Public Offering, the Company will return to the record holders thereof stock certificates evidencing the Co-Invest Stock and the Vested Carried Common Stock. (f) In connection with the purchase and sale of the Executive Securities, Executive represents and warrants to the Company that: (i) The Executive Securities to be acquired by Executive pursuant to this Agreement will be acquired for Executive’s own account and not with a view to, or intention of, distribution thereof in violation of the Securities Act, or any applicable state securities laws, and the Executive Securities will not be disposed of in contravention of the Securities Act or any applicable state securities laws. (ii) Executive is an executive officer of the Company and Employer, is sophisticated in financial matters and is able to evaluate the risks and benefits of the investment in the Executive Securities. (iii) Executive is an “accredited investor” within the meaning of Securities and Exchange Commission Rule 501 of Regulation D. (iv) Executive is able to bear the economic risk of his investment in the Executive Securities for an indefinite period of time because the Executive Securities have not been registered under the Securities Act and, therefore, cannot be sold unless subsequently registered under the Securities Act or an exemption from such registration is available. (v) Executive has had an opportunity to ask questions and receive answers concerning the terms and conditions of the offering of Executive Securities and has had full access to such other information concerning the Company as he has requested. (vi) This Agreement constitutes the legal, valid and binding obligation of Executive, enforceable in accordance with its terms, and the execution, delivery and performance of this Agreement by Executive does not and will not conflict with, violate or cause a breach of any agreement. contract or instrument to which Executive is a party or any judgment, order or decree to which Executive is subject. (vii) Executive is neither party to, nor bound by, any other employment agreement, consulting agreement, noncompete agreement, non-solicitation agreement or confidentiality agreement, except for that certain Executive Severance Agreement between Executive and Province Healthcare Company, dated on or about October 18, 1999 (the “Severance Agreement”). The Severance Agreement has not been amended. Without limiting the foregoing, Executive’s duties to the Company and its Subsidiaries will not conflict with or breach the terms of the Severance Agreement. (viii) Executive is a resident of the State of Tennessee. (g) As an inducement to the Company to issue the Executive Securities to Executive, and as a condition thereto, Executive acknowledges and agrees that neither the issuance of the Executive Securities to Executive nor any provision contained herein shall entitle Executive to remain in the employment of the Company. Employer or their respective Subsidiaries or affect the right of the Company, Employer or their respective Subsidiaries to terminate Executive’s employment at any time for any reason. (h) Concurrently with the execution of this Agreement, Executive shall execute in blank ten stock transfer powers in the form of Exhibit B attached hereto (the “Stock Powers”) with respect to the Executive Securities and shall deliver such Stock Powers to the Company. The Stock Powers shall authorize the Company to assign, transfer and deliver the Executive Securities to the appropriate acquiror thereof pursuant to Section 3 below or Section 4 of the Stockholders Agreement and under no other circumstances. (i) At the Closing, if Executive is lawfully married, Executive’s spouse shall execute the Consent in the form of Exhibit C attached hereto. (j) At the Closing, Executive shall become a party to the Stockholders Agreement and the Registration Agreement, in each case, in the capacity of an Executive.

Purchase and Sale of Executive Securities. (a) At the Initial Closing (as defined in the Purchase Upon execution of this Agreement), Executive will purchase, and the Company will sell, 1,108,721 shares of 6,475,887.65 Common Stock Units at a price of $0.08 0.0333 per shareunit and 1,979.35 units of Class B Preferred at a price of $1,000.00 per unit. The Company will deliver to Executive a copy copies of the certificate(s) certificates representing such shares of Common StockExecutive Securities, and Executive will deliver to the Company a cashier’s 's or certified check or wire transfer of immediately available funds in an aggregate amount equal to of $88,698.00 2,195,000.00 as payment for such shares of Class B Preferred and Common StockUnits. (b) Upon the purchase from time to time by the Investors of shares Securities (as defined in the Purchase Agreement) of Preferred Stock the Company pursuant to Section 1B SECTION 1B(ii) of the Purchase Agreement, Executive will purchase, and the Company will sell, up to an aggregate (i) units of 11.302 shares Class B Preferred, (ii) Common Units or (iii) any combination of Preferred Stock such Securities at the same prices and in the same proportions as the Investors purchase (each such purchase, a price of $1,000 per share"SUBSEQUENT CLOSING"). The number of shares of Preferred Stock amount to be sold by the Company and purchased invested by Executive at any time Subsequent Closing shall equal (i) 11.302 shares the result of Preferred Stock, multiplied the amount being invested by the Investors in connection with such Subsequent Closing DIVIDED BY $244,687,059 MULTIPLIED BY (ii) a fraction (A) the numerator of which will be the number of shares of Preferred Stock to be concurrently purchased by the Investors and (B) the denominator of which will be 196,000.000$2,196,078.43. The Company will deliver to Executive copies of the certificates representing such Executive Securities Securities, and Executive will deliver to the Company a cashier's or certified check or wire transfer of funds in exchange for a purchase price an the aggregate amount equal to $1,000 the price per share for each share unit of such Class B Preferred Stock multiplied by or Common Unit MULTIPLIED BY the number of such shares units so purchased by Executive. . (c) 1,105,838 5,855,855.86 of the shares of Common Stock Units acquired pursuant to Section SECTION 1(a) hereof are referred to herein as the "CARRIED COMMON." The remaining Common Units that are acquired pursuant to SECTIONS 1(a) and 1(b) above are referred to herein as the “Carried Common Stock"CO-INVEST COMMON.” The remaining shares of Common Stock that are acquired pursuant to Section 1(a) above are referred to herein as the “Co-Invest Common Stock.” " All Class B Preferred Stock and the Co-Invest Common Stock acquired by Executive hereunder are referred to herein as the “Co"CO-Invest Stock,”INVEST UNITS." (d) Within 30 days after the purchase of any Carried Common Stock hereunder (including, without limitation, upon the execution hereof)hereunder, Executive will make an effective election with the Internal Revenue Service under Section 83(b) of the Internal Revenue Code and the regulations promulgated thereunder in the form of Exhibit EXHIBIT A attached hereto. (e) Until released upon the occurrence of a Sale of the Company or a Public Offering as provided belowCompany, all stock any certificates evidencing Executive Securities shall be held by the Company (i) for the benefit of GTCR Fund VII until all amounts due under the Executive Note have been paid in full and (ii) thereafter, for the benefit of Executive and the other holder(s) of Executive Securities. Upon the occurrence of a Sale of the Company, the Company will return all stock any such certificates evidencing for the Executive Securities to the record holders thereof. Upon the consummation occurrence of a Public Offering, the Company will return to the record holders thereof stock any certificates evidencing representing the Co-Invest Stock Units and the Vested Carried Common Stockthat are Vested Units. (f) In connection with the purchase and sale of the Executive Securities, Executive represents and warrants to the Company that: (i) The Executive Securities to be acquired by Executive pursuant to this Agreement will be acquired for Executive’s 's own account and not with a view to, or intention of, distribution thereof in violation of the Securities Act, or any applicable state securities laws, and the Executive Securities will not be disposed of in contravention of the Securities Act or any applicable state securities laws. (ii) Executive is an executive officer of the Company and EmployerCompany, is sophisticated in financial matters and is able to evaluate the risks and benefits of the investment in the Executive Securities. (iii) Executive is an “accredited investor” within the meaning of Securities and Exchange Commission Rule 501 of Regulation D. (iv) Executive is able to bear the economic risk of his investment in the Executive Securities for an indefinite period of time because the Executive Securities have not been registered under the Securities Act and, therefore, cannot be sold unless subsequently registered under the Securities Act or an exemption from such registration is available. (viv) Executive has had an opportunity to ask questions and receive answers concerning the terms and conditions of the offering of Executive Securities and has had full access to such other information concerning the Company as he has requested. (viv) This Agreement constitutes the legal, valid and binding obligation of Executive, enforceable in accordance with its terms, and the execution, delivery and performance of this Agreement by Executive does not and will not conflict with, violate or cause a breach of any agreement. , contract or instrument to which Executive is a party or any judgment, order or decree to which Executive is subject. (vii) Executive is neither party to, nor bound by, any other employment agreement, consulting agreement, noncompete agreement, non-solicitation agreement or confidentiality agreement, except for that certain Executive Severance Agreement between Executive and Province Healthcare Company, dated on or about October 18, 1999 (the “Severance Agreement”). The Severance Agreement has not been amended. Without limiting the foregoing, Executive’s duties to the Company and its Subsidiaries will not conflict with or breach the terms of the Severance Agreement. (viiivi) Executive is a resident of the State of TennesseeFlorida. (g) As an inducement to the Company to issue the Executive Securities to Executive, and as a condition thereto, Executive acknowledges and agrees that neither the issuance of the Executive Securities to Executive nor any provision contained herein shall entitle Executive to remain in the employment of the Company. , Employer or their respective Subsidiaries or affect the right of the Company, Employer or their respective Subsidiaries to terminate Executive’s 's employment at any time for any reason. (h) Concurrently with the execution of this Agreement, Executive shall execute in blank ten stock security transfer powers in the form of Exhibit EXHIBIT B attached hereto (the “Stock Powers”"SECURITY POWERS") with respect to the Executive Securities and shall deliver such Stock Security Powers to the Company. The Stock Security Powers shall authorize the Company to assign, transfer and deliver the Executive Securities to GTCR Fund VII in accordance with the terms of the Pledge Agreement, or the appropriate acquiror thereof pursuant to Section SECTION 3 below or Section 4 and SECTION 6 of the Stockholders Securityholders Agreement and under no other circumstances. (i) At the Closing, if Executive is lawfully married, Executive’s spouse shall execute the Consent in the form of Exhibit C attached hereto. (j) At the Closing, Executive shall become neither a party to the Stockholders Agreement and the Registration Agreementto, in each casenor bound by, in the capacity of an Executiveany other employment agreement, consulting agreement, noncompete agreement, non-solicitation agreement or confidentiality agreement.

Purchase and Sale of Executive Securities. (a) At the Initial Closing (as defined in the Purchase Agreement), Executive will purchase, and the Company will sell, 1,108,721 3,820,297 shares of Common Stock at a price of $0.08 per share. The Company will deliver to Executive a copy of the certificate(s) representing such shares of Common Stock, and Executive will deliver to the Company a cashier’s or certified check or wire transfer of immediately available funds in an aggregate amount equal to $88,698.00 305,624.00 as payment for such shares of Common Stock. (b) Upon the purchase from time to time by the Investors of shares of Preferred Stock pursuant to Section 1B of the Purchase Agreement, Executive will purchase, and the Company will sell, up to an aggregate of 11.302 732.291 shares of Preferred Stock at a price of $1,000 per share. The number of shares of Preferred Stock to be sold by the Company and purchased by Executive at any time shall equal (i) 11.302 732.291 shares of Preferred Stock, multiplied by (ii) a fraction (A) the numerator of which will be the number of shares of Preferred Stock to be concurrently purchased by the Investors and (B) the denominator of which will be 196,000.000. The Company will deliver to Executive copies of the certificates representing such Executive Securities in exchange for a purchase price equal to $1,000 per share for each share of Preferred Stock multiplied by the number of such shares so purchased by Executive. (c) 1,105,838 3,633,488 of the shares of Common Stock acquired pursuant to Section 1(a) above are referred to herein as the “Carried Common Stock.” The remaining shares of Common Stock that are acquired pursuant to Section 1(a) above are referred to herein as the “Co-Invest Common Stock.” All Preferred Stock and the Co-Invest Common Stock acquired by Executive hereunder are referred to herein as the “Co-Invest Stock,” (d) Within 30 days after the purchase of any Carried Common Stock hereunder (including, without limitation, upon the execution hereof), Executive will make an effective election with the Internal Revenue Service under Section 83(b) of the Internal Revenue Code and the regulations promulgated thereunder in the form of Exhibit A attached hereto. (e) Until released upon the occurrence of a Sale of the Company or a Public Offering as provided below, all stock certificates evidencing Executive Securities shall be held by the Company for the benefit of Executive and the other holder(s) of Executive Securities. Upon the occurrence of a Sale of the Company, the Company will return all stock certificates evidencing Executive Securities to the record holders thereof. Upon the consummation of a Public Offering, the Company will return to the record holders thereof stock certificates evidencing the Co-Invest Stock and the Vested Carried Common Stock. (f) In connection with the purchase and sale of the Executive Securities, Executive represents and warrants to the Company that: (i) The Executive Securities to be acquired by Executive pursuant to this Agreement will be acquired for Executive’s own account and not with a view to, or intention of, distribution thereof in violation of the Securities Act, or any applicable state securities laws, and the Executive Securities will not be disposed of in contravention of the Securities Act or any applicable state securities laws. (ii) Executive is an executive officer of the Company and Employer, is sophisticated in financial matters and is able to evaluate the risks and benefits of the investment in the Executive Securities. (iii) Executive is an “accredited investor” within the meaning of Securities and Exchange Commission Rule 501 of Regulation D. (iv) Executive is able to bear the economic risk of his investment in the Executive Securities for an indefinite period of time because the Executive Securities have not been registered under the Securities Act and, therefore, cannot be sold unless subsequently registered under the Securities Act or an exemption from such registration is available. (v) Executive has had an opportunity to ask questions and receive answers concerning the terms and conditions of the offering of Executive Securities and has had full access to such other information concerning the Company as he has requested. (vi) This Agreement constitutes the legal, valid and binding obligation of Executive, enforceable in accordance with its terms, and the execution, delivery and performance of this Agreement by Executive does not and will not conflict with, violate or cause a breach of any agreement. , contract or instrument to which Executive is a party or any judgment, order or decree to which Executive is subject. (vii) Executive is neither party to, nor bound by, any other employment agreement, consulting agreement, noncompete agreement, non-solicitation agreement or confidentiality agreement, except for that certain Executive Severance Agreement between Executive and Province Healthcare Company, dated on or as of about October 18, 1999 (the “Severance Agreement”). The Severance Agreement has not been amended. Without limiting the foregoing, Executive’s duties to the Company and its Subsidiaries will not conflict with or breach the terms of the Severance Agreement. (viii) Executive is a resident of the State of Tennessee. (g) As an inducement to the Company to issue the Executive Securities to Executive, and as a condition thereto, Executive acknowledges and agrees that neither the issuance of the Executive Securities to Executive nor any provision contained herein shall entitle Executive to remain in the employment of the Company. , Employer or their respective Subsidiaries or affect the right of the Company, Employer or their respective Subsidiaries to terminate Executive’s employment at any time for any reason. (h) Concurrently with the execution of this Agreement, Executive shall execute in blank ten stock transfer powers in the form of Exhibit B attached hereto (the “Stock Powers”) with respect to the Executive Securities and shall deliver such Stock Powers to the Company. The Stock Powers shall authorize the Company to assign, transfer and deliver the Executive Securities to the appropriate acquiror thereof pursuant to Section 3 below or Section 4 of the Stockholders Agreement and under no other circumstances. (i) At the Closing, if Executive is lawfully married, Executive’s spouse shall execute the Consent in the form of Exhibit C attached hereto. (j) At the Closing, Executive shall become a party to the Stockholders Agreement and the Registration Agreement, in each case, in the capacity of an Executive. (k) The Company shall reserve 2,211,688 additional shares of Common Stock (the “Additional Common Stock”) for issuance (whether through restricted stock, upon exercise of options or otherwise) to other executives and employees of the Company and its Subsidiaries after the date hereof (including executives and employees of acquired companies); provided that in the event that any portion of such Additional Common Stock are not issued prior to the earliest to occur of (x) the redemption of all issued and outstanding Preferred Stock, (y) a Sale of the Company or (z) an initial Public Offering, the Board in its sole discretion may issue any or all of the remaining shares of Additional Common Stock to the executives of the Company or its Subsidiaries (including Executive) in the amounts determined by the Board. Any shares of Additional Common Stock not allocated by the Board to executives and employees of the Company and its Subsidiaries pursuant to the immediately preceding sentence shall remain unissued.

Purchase and Sale of Executive Securities. (a) At the Initial Closing (as defined in the Purchase Agreement), Executive will purchase, and the Company will sell, 1,108,721 4,880,521 shares of Common Stock at a price of $0.08 per share. The Company will deliver to Executive a copy of the certificate(s) representing such shares of Common Stock, and Executive will deliver to the Company a cashier’s or certified check or wire transfer of immediately available funds in an aggregate amount equal to $88,698.00 390,442.00 as payment for such shares of Common Stock. (b) Upon the purchase from time to time by the Investors of shares of Preferred Stock pursuant to Section 1B of the Purchase Agreement, Executive will purchase, and the Company will sell, up to an aggregate of 11.302 1,172.749 shares of Preferred Stock at a price of $1,000 51.000 per share. The number of shares of Preferred Stock to be sold by the Company and purchased by Executive at any time shall equal (i) 11.302 1,172.749 shares of Preferred Stock, multiplied by (ii) a fraction (A) the numerator of which will be the number of shares of Preferred Stock to be concurrently purchased by the Investors and (B) the denominator of which will be 196,000.000. The Company will deliver to Executive copies of the certificates representing such Executive Securities in exchange for a purchase price equal to $1,000 per share for each share of Preferred Stock multiplied by the number of such shares so purchased by Executive. (c) 1,105,838 4,581,350 of the shares of Common Stock acquired pursuant to Section 1(a) above are referred to herein as the “Carried Common Stock.” The remaining shares of Common Stock that are acquired pursuant to Section 1(a) above are referred to herein as the “Co-Invest Common Stock.” All Preferred Stock and the Co-Invest Common Stock acquired by Executive hereunder are referred to herein as the “Co-Invest Stock,.” (d) Within 30 days after the purchase of any Carried Common Stock hereunder (including, without limitation, upon the execution hereof), Executive will make an effective election with the Internal Revenue Service under Section 83(b) of the Internal Revenue Code and the regulations promulgated thereunder in the form of Exhibit A attached hereto. (e) Until released upon the occurrence of a Sale of the Company or a Public Offering as provided below, all stock certificates evidencing Executive Securities shall be held by the Company for the benefit of Executive and the other holder(s) of Executive Securities. Upon the occurrence of a Sale of the Company, the Company will return all stock certificates evidencing Executive Securities to the record holders thereof. Upon the consummation of a Public Offering, the Company will return to the record holders thereof stock certificates evidencing the Co-Invest Stock and the Vested Carried Common Stock. (f) In connection with the purchase and sale of the Executive Securities, Executive represents and warrants to the Company that: (i) The Executive Securities to be acquired by Executive pursuant to this Agreement will be acquired for Executive’s own account and not with a view to, or intention of, of distribution thereof in violation of the Securities Act, or any applicable state securities laws, and the Executive Securities will not be disposed of in contravention of the Securities Act or any applicable state securities laws. (ii) Executive is an executive officer of the Company and Employer, is sophisticated in financial matters and is able to evaluate the risks and benefits of the investment in the Executive Securities. (iii) Executive is an “accredited investor” within the meaning of Securities and Exchange Commission Rule 501 of Regulation D. (iv) Executive is able to bear the economic risk of his investment in the Executive Securities for an indefinite period of time because the Executive Securities have not been registered under the Securities Act and, therefore, cannot be sold unless subsequently registered under the Securities Act or an exemption from such registration is available. (v) Executive has had an opportunity to ask questions and receive answers concerning the terms and conditions of the offering of Executive Securities and has had full access to such other information concerning the Company as he has requested. (vi) This Agreement constitutes the legal, valid and binding obligation of Executive, enforceable in accordance with its terms, and the execution, delivery and performance of this Agreement by Executive does not and will not conflict with, violate or cause a breach of any agreement. , contract or instrument to which Executive is a party or any judgment, order or decree to which Executive is subject. (vii) Executive is neither party to, nor bound by, any other employment agreement, consulting agreement, noncompete agreement, non-solicitation agreement or confidentiality agreement, except for that certain Executive Severance Agreement between Executive and Province Healthcare Company, dated on or about October 18as of February 1, 1999 2004 (the “Severance Agreement”). The Severance Agreement has not been amended. Without limiting the foregoing, Executive’s duties to the Company and its Subsidiaries will not conflict with or breach the terms of the Severance Agreement. (viii) Executive is a resident of the State of Tennessee. (g) As an inducement to the Company to issue the Executive Securities to Executive, and as a condition thereto, Executive acknowledges and agrees that neither the issuance of the Executive Securities to Executive nor any provision contained herein shall entitle Executive to remain in the employment of the Company. , Employer or their respective Subsidiaries or affect the right of the Company, Employer or their respective Subsidiaries to terminate Executive’s employment at any time for any reason. (h) Concurrently with the execution of this Agreement, Executive shall execute in blank ten stock transfer powers in the form of Exhibit B attached hereto (the “Stock Powers”) with respect to the Executive Securities and shall deliver such Stock Powers to the Company. The Stock Powers shall authorize the Company to assign, transfer and deliver the Executive Securities to the appropriate acquiror thereof pursuant to Section 3 below or Section 4 of the Stockholders Agreement and under no other circumstances. (i) At the Closing, if Executive is lawfully married, Executive’s spouse shall execute the Consent in the form of Exhibit C attached hereto. (j) At the Closing, Executive shall become a party to the Stockholders Agreement and the Registration Agreement, in each case, in the capacity of an Executive. (k) The Company shall reserve 2,211,688 additional shares of Common Stock (the “Additional Common Stock”) for issuance (whether through restricted stock, upon exercise of options or otherwise) to other executives and employees of the Company and its Subsidiaries after the date hereof (including executives and employees of acquired companies); provided that in the event that any portion of such Additional Common Stock are not issued prior to the earliest to occur of (x) the redemption of all issued and outstanding Preferred Stock, (y) a Sale of the Company or (z) an initial Public Offering, the Board in its sole discretion may issue any or all of the remaining shares of Additional Common Stock to the executives of the Company or its Subsidiaries (including Executive) in the amounts determined by the Board. Any shares of Additional Common Stock not allocated by the Board to executives and employees of the Company and its Subsidiaries pursuant to the immediately preceding sentence shall remain unissued.