Exhibit 10.3
FORM OF LIFEPOINT HOSPITALS, INC.
DEFERRED RESTRICTED STOCK AWARD
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 __________,
200___ (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) 3,500 vested shares of Restricted Stock, subject to adjustment
as provided in Section 8 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 earliest of any of the following conditions to
occur: (i) the date that is immediately prior to the date of the 2007
annual meeting of the shareholders of the Company, (ii) the death or
Disability of the Participant, or (iii) events described in Section 7.1 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 earliest to occur 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 8 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 by the Board 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.
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:
LifePoint Hospitals, Inc.
Attn: Senior Vice President, Human Resources
000 Xxxxxx Xxxxx, Xxxxx 000
Xxxxxxxxx, XX 00000
Phone: (000) 000-0000
Fax: (000) 000-0000
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.
EXECUTION PAGE
IN WITNESS WHEREOF, the Company has caused this Agreement to be executed
and the Participant has set his hand hereto, to be effective as of____________,
200__.
LIFEPOINT HOSPITALS, INC.
By: ______________________________
Title: ______________________________
PARTICIPANT
______________________________
