Exhibit 99.2
HCA INC.
NON-QUALIFIED STOCK OPTION AGREEMENT
THIS NON-QUALIFIED STOCK OPTION AGREEMENT (this "Agreement") is made
and entered into as of this ___ day of ___________, 200__, by and between HCA
Inc., a Delaware corporation (formerly known as Columbia/HCA Healthcare
Corporation) (the "Company" and, together with its subsidiaries, "HCA"), and
___________, (the "Optionee"). Capitalized terms not otherwise defined herein
shall have the meaning ascribed to such terms in the HCA 2005 Equity Incentive
Plan (the "Plan").
WHEREAS, the Company has adopted the Plan, which permits the issuance
of stock options for the purchase of shares of the common stock, par value $.01
per share, of the Company (the "Shares"); and
WHEREAS, the Company desires to afford the Optionee an opportunity to
purchase Shares as hereinafter provided in accordance with the provisions of the
Plan;
NOW, THEREFORE, in consideration of the mutual covenants hereinafter
set forth and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto, intending to
be legally bound hereby, agree as follows:
1. Grant of Option.
(a) The Company grants as of the date of this Agreement the right
and option (the "Option") to purchase all or any part of the number of Shares
(the "Option Stock") at the price per share indicated on the Notice of Grant of
Stock Options attached and made a part hereto, on the terms and conditions set
forth in this Agreement and subject to all provisions of the Plan. The Optionee,
holder or beneficiary of the Option shall not have any of the rights of a
stockholder with respect to the Option Stock until such person has become a
holder of such Shares by the due exercise of the Option and payment of the
Option Payment (as defined in Section 3 below) in accordance with this
Agreement.
(b) The Option shall be a non-qualified stock option. In order to
provide the Company with the opportunity to claim the benefit of any income tax
deduction which may be available to it upon the exercise of the Option, and in
order to comply with all applicable federal or state tax laws or regulations,
the Company may take such action as it deems appropriate to insure that, if
necessary, all applicable federal, state or other taxes are withheld or
collected from the Optionee.
2. Exercise of Option. The Optionee may exercise the Option for up to
one-fourth of the Option Stock each year commencing one year from the date of
this Agreement, with additional installments of one-fourth of the Option Stock
exercisable on the second, third and fourth anniversaries of the date of grant
of the Option. Such installments shall be cumulative and, if in any year the
total number of Shares of Option Stock which may be purchased in such year is
not purchased, the Shares not purchased may be purchased in any subsequent year
during the Term (as defined in Section 4 below) of the Option. Notwithstanding
the above, each outstanding Option shall vest and become exercisable (i) upon
the occurrence of a Change in
Control or (ii) upon the death, Disability or Retirement of the Optionee. For
purposes of this Agreement, "Disability" means that the Optionee is permanently
unable to perform the essential duties of the Optionee's occupation. For
purposes of this Agreement, "Retirement" means Optionee's voluntary termination
of employment with HCA after attaining 65 years of age or Optionee's voluntary
termination of employment with HCA after 10 years of service with HCA and after
attaining 55 years of age.
3. Manner of Exercise. The Option may be exercised in whole or in part
at any time within the period permitted hereunder for the exercise of the
Option, with respect to whole Shares only, by serving written notice of intent
to exercise the Option delivered to the Company at its principal office (or to
the Company's designated agent), stating the number of Shares to be purchased,
the person or persons in whose name the Shares are to be registered and each
such person's address and social security number. Such notice shall not be
effective unless accompanied by payment in full of the Option Price for the
number of Shares with respect to which the Option is then being exercised (the
"Option Payment"). The Option Payment shall be made in cash or cash equivalents
or in whole Shares valued at the shares' Fair Value on the date of exercise (or
next succeeding trading date if the date of exercise is not a trading date) or
the actual sales price of such Shares, together with any applicable withholding
taxes, or by a combination of such cash (or cash equivalents) and Shares. The
Optionee shall not be entitled to tender Shares pursuant to successive,
substantially simultaneous exercises of the Option or any other stock option of
the Company. Subject to applicable securities laws, the Optionee may also
exercise the Option by delivering a notice of exercise of the Option and by
simultaneously selling the Shares of Option Stock thereby acquired pursuant to a
brokerage or similar agreement approved in advance by proper officers of the
Company, using the proceeds of such sale as payment of the Option Payment,
together with any applicable withholding taxes. At the time of exercising the
Option, the Company shall satisfy any related tax withholding obligations by
withholding from the Shares otherwise issuable pursuant to the Option a number
of Shares having a Fair Value on the date of exercise equal to the required
withholding taxes as set forth by Internal Revenue Service guidelines for the
employer's minimum statutory withholding, or by the Optionee delivering to the
Company a like number of already owned shares. For purposes of this Agreement,
"Fair Value" means the closing sales price of the Shares on the New York Stock
Exchange or the actual sales price of such Shares.
4. Termination of Option. The Option will expire ten years from the
date of grant of the Option (the "Term") with respect to any then unexercised
portion thereof, unless terminated earlier as set forth below:
(a) Termination by Death. If the Optionee's employment by HCA
terminates by reason of death, or if the Optionee dies within three months after
termination of such employment for any reason other than Cause, this Option may
thereafter be exercised by the legal representative of the estate or by the
legatee of the Optionee under the will of the Optionee, for a period of one year
from the date of death or until the expiration of the Term of the Option,
whichever period is the shorter.
(b) Termination by Reason of Disability. If the Optionee's
employment by HCA terminates by reason of Disability, this Option may thereafter
be exercised by the Optionee or personal representative or guardian of the
Optionee, as applicable, for a period of one year
-2-
from the date of such termination of employment or until the expiration of the
Term of the Option, whichever period is the shorter.
(c) Termination by Retirement. If Optionee's employment by HCA
terminates by reason of Retirement, this Option may thereafter be exercised by
the Optionee for a period of three years from the date of such termination of
employment or until the expiration of the Term of the Option, whichever period
is the shorter.
(d) Termination for Cause. If the Optionee's employment by HCA is
terminated for Cause, this Option shall terminate immediately and become void
and of no effect.
(e) Other Termination. If the Optionee's employment by HCA is
voluntarily terminated or involuntarily terminated for any reason other than for
Cause, death, Disability or Retirement, this Option may be exercised, to the
extent the Option was exercisable at the time of such termination, by the
Optionee for a period of three months from the date of such termination of
employment or the expiration of the Term of the Option, whichever period is the
shorter.
5. No Right to Continued Employment. The grant of the Option shall not
be construed as giving Optionee the right to be retained in the employ of HCA
and HCA may at any time dismiss Optionee from employment, free from any
liability or any claim under the Plan.
6. Adjustment to Option Stock. The Committee may make adjustments in
the terms and conditions of, and the criteria included in, this Option in
recognition of unusual or nonrecurring events (including, without limitation,
the events described in Section 4.2 of the Plan) affecting the Company or the
financial statements of the Company or of changes in applicable laws,
regulations, or accounting principles, whenever the Committee determines that
such adjustments are appropriate in order to prevent dilution or enlargement of
the benefits or potential benefits intended to be made available under the Plan.
7. Amendments to Option. Subject to the restrictions contained in
Sections 6.2 and 14 of the Plan, the Committee may waive any conditions or
rights under, amend any terms of, or alter, suspend, discontinue, cancel or
terminate, the Option, prospectively or retroactively; provided that any such
waiver, amendment, alteration, suspension, discontinuance, cancellation or
termination that would adversely affect the rights of the Optionee or any holder
or beneficiary of the Option shall not to that extent be effective without the
consent of the Optionee, holder or beneficiary affected.
8. Limited Transferability. During the Optionee's lifetime this Option
can be exercised only by the Optionee, except as otherwise provided in Section
4(a) above or in this Section 8. This Option may not be assigned, alienated,
pledged, attached, sold or otherwise transferred or encumbered by Optionee other
than (i) to a Permitted Transferee or (ii) by will or the laws of descent and
distribution. Any attempt to otherwise transfer this Option shall be void. No
transfer of this Option by the Optionee by will or by laws of descent and
distribution shall be effective to bind the Company unless the Company shall
have been furnished with written notice thereof and an authenticated copy of the
will and/or such other evidence as the Committee may deem necessary or
appropriate to establish the validity of the transfer. Any transfer of this
Option by the Optionee to a Permitted Transferee must be for no consideration
and, after the
-3-
transfer, the Permitted Transferee shall have the sole responsibility for
determining whether and when to exercise the Option. A Permitted Transferee may
not transfer any such Option other than by will or the laws of descent and
distribution. For purposes of this Agreement, "Permitted Transferee" means the
Optionee's Immediate Family, a Permitted Trust or a partnership of which the
only partners are members of the Optionee's Immediate Family. For purposes of
this Agreement, "Immediate Family" means the Optionee's children and
grandchildren, including adopted children and grandchildren, stepchildren,
parents, stepparents, grandparents, spouse, siblings (including half brothers
and sisters), father-in-law, mother-in-law, daughters-in-law and sons-in-law.
For purposes of this Agreement, a "Permitted Trust" means a trust solely for the
benefit of the Optionee or Optionee's Immediate Family.
9. Reservation of Shares. At all times during the term of this Option,
the Company shall use its best efforts to reserve and keep available such number
of Shares as shall be sufficient to satisfy the requirements of this Agreement.
10. Plan Governs. The Grantee hereby acknowledges receipt of a copy of
the Plan and agrees to be bound by all the terms and provisions thereof. The
terms of this Agreement are governed by the terms of the Plan, and in the case
of any inconsistency between the terms of this Agreement and the terms of the
Plan, the terms of the Plan shall govern.
11. Severability. If any provision of this Agreement is, or becomes, or
is deemed to be invalid, illegal, or unenforceable in any jurisdiction or as to
any Person or the Award, or would disqualify the Plan or Award under any laws
deemed applicable by the Committee, such provision shall be construed or deemed
amended to conform to the applicable laws, or if it cannot be construed or
deemed amended without, in the determination of the Committee, materially
altering the intent of the Plan or the Award, such provision shall be stricken
as to such jurisdiction, Person or Award, and the remainder of the Plan and
Award shall remain in full force and effect.
12. Notices. All notices required to be given under this Option shall
be deemed to be received if delivered or mailed as provided for herein to the
parties at the following addresses, or to such other address as either party may
provide in writing from time to time.
To the Company: HCA Inc.
Xxx Xxxx Xxxxx
Xxxxxxxxx, XX 00000
Attn: Vice President - Compensation
To the Optionee: The address then maintained with respect to
the Optionee in the Company's records.
13. Governing Law. The validity, construction and effect of this
Agreement shall be determined in accordance with the laws of the State of
Delaware without giving effect to conflicts of laws principles.
14. Resolution of Disputes. Any dispute or disagreement which may arise
under, or as a result of, or in any way related to, the interpretation,
construction or application of this
-4-
Agreement shall be determined by the Committee. Any determination made hereunder
shall be final, binding and conclusive on the Grantee and the Company for all
purposes.
15. Successors in Interest. This Agreement shall inure to the benefit
of and be binding upon any successor to the Company. This Agreement shall inure
to the benefit of the Optionee's legal representative and assignees. All
obligations imposed upon the Optionee and all rights granted to the Company
under this Agreement shall be binding upon the Optionee's heirs, executors,
administrators, successors and assignees.
IN WITNESS WHEREOF, the parties have caused this Non-Qualified Stock
Option Agreement to be duly executed effective as of the day and year first
above written.
HCA Inc.
By: Xxxx X. Xxxxxxxx, Xx.
---------------------------------
Optionee:
-------------------------------------
Please Print
Optionee:
-------------------------------------
Signature
-5-
