DIRECTOR RESTRICTED STOCK UNIT AWARD AGREEMENT Community Health Systems, Inc.
Exhibit 10.19
Community Health Systems, Inc.
THIS AGREEMENT between the Grantee and Community Health Systems, Inc., a Delaware corporation
(the “Company”), governs an Award of Restricted Stock Units in the amount and on the date
specified in the Grantee’s award notification (the “Grant Date”);
WHEREAS, the Company has adopted the Community Health Systems, Inc. Amended and Restated 2000
Stock Option and Award Plan (the “Plan”) to provide additional incentives to certain
employees and directors of the Company and its Subsidiaries;
WHEREAS, Section 8.2 of the Plan provides for grants of Restricted Stock Units
(“Units”) to Eligible Individuals; and
WHEREAS, the Compensation Committee of the Board of Directors has approved this form of
Agreement and desires to make the Award as specified herein.
NOW, THEREFORE, the parties hereto agree as follows:
| 1. | Grant of Restricted Stock Units; Purchase Price. |
The Company hereby grants to the Grantee an award of Restricted Stock Units (the
“Award”) in respect of the number of Units set out in an electronic notification by the
Company’s stock option plan administrator (the “Plan Administrator”).
The price to be paid by the Grantee in respect of each Unit shall be Zero Dollars ($).
This Agreement shall be construed in accordance and consistent with, and subject to, the
provisions of the Plan (the provisions of which are hereby incorporated by reference) and, except
as otherwise expressly set forth herein, the capitalized terms used in this Agreement shall have
the same definitions as set forth in the Plan.
| 2. | Vesting Generally. |
Except as provided in Sections 3 and 4 hereof, the Award shall vest in respect of one-third
(1/3) of the Units subject to the Award (rounded down to the next whole Unit, if necessary), on
each of the first three (3) anniversaries of the Date of Grant.
Upon the vesting of Units pursuant to this Section 2 or pursuant to Section 3 or 4 hereof, the
Company or its Plan Administrator shall, without the requirement of any notice or action on the
part of Grantee, take such action as may be necessary under applicable law to effect the issuance
to the Grantee (or following the Grantee’s death, the executors or administrators of the Grantee’s
estate) of the number of Shares to which such vested Units relate.
The Grantee shall not be deemed to be the holder of, or to have any of the rights of a holder
with respect to any Shares until the Company or the Plan Administrator shall have issued the Shares
to the Grantee and his name shall have been entered as a shareholder of record (or the Grantee’s
ownership recorded via his nominee) on the books of the Company. Upon the occurrence of the
foregoing events, the Grantee shall have full voting and other ownership rights with respect to
such Shares.
| 3. | Effect of Certain Terminations of Service. |
If the Grantee’s service as a member of the Board of Directors terminates as a result of his
or her death, Disability, or for any reason other than for Cause, in each case if such termination
occurs on or after the Date of Grant, the Award shall immediately vest in respect of all Units as
to which had not previously become vested pursuant to Section 2 or 4 hereof as of the date of such
termination.
| 4. | Effect of Change in Control. |
In the event that a Change in Control which also constitutes a change in control or effective
control of the Company or a change in the ownership of a substantial portion of its assets, in each
case within the meaning of Section 409A of the Code and the regulations and interpretive guidance
issued thereunder (a “Section 409A Change in Control”) occurs at any time on or after the
Date of Grant and prior to the Grantee’s termination of service as a member of the Board of
Directors, the Award shall become vested in respect of all Units as to which it had not previously
become vested pursuant to Section 2 hereof as of the date of such Section 409A Change in Control.
| 5. | Forfeiture of Restricted Stock Units. |
In addition to the circumstance described in Section 6 hereof, the Award (and any and all
Units in respect thereof), to the extent it has not become vested in accordance with Section 2, 3
or 4 hereof, shall be forfeited upon the termination of the Grantee’s service as a member of the
Board of Directors for any reason other than those set forth in Section 3 hereof prior to such
vesting.
| 6. | Acknowledgement and Acceptance of Award Agreement. |
The Award shall be subject to the Grantee’s acknowledgement and acceptance of this Agreement
to the Company or its Plan Administrator (including by electronic means, if so provided) no later
than the earlier of (i) 180 days from the Date of Grant and (ii) the date that is immediately prior
to the date that the Award vests pursuant to Section 3 or 4 hereof (the “Return Date”);
provided that if the Grantee dies before the Return Date, this requirement shall be deemed to be
satisfied if the executor or administrator of the Grantee’s estate acknowledges and accepts this
Agreement through the Company or its Plan Administrator no later than ninety (90) days following
the Grantee’s death (the “Executor Return Date”). If this Agreement is not so acknowledged
and accepted on or prior to the Return Date or the Executor Return Date, as applicable, the Award
(and any and all Units in respect thereof) shall be forfeited, and neither the Grantee nor the
Grantee’s heirs, executors, administrators and successors shall have any rights with respect
thereto.
| 7. | No Right to Continued Service. |
Nothing in this Agreement or the Plan shall interfere with or limit in any way the right of
the Company to terminate the Grantee’s service on its Board of Directors, nor confer upon the
Grantee any right to continuance of such service as a Board member.
| 8. | Withholding of Taxes. |
Prior to the delivery of a stock certificate with respect to the issuance of Shares upon the
vesting of any portion of the Award, the Grantee shall pay to the Company or the Company’s Plan
Administrator, the federal, state and local income taxes and other amounts as may be required by
law to be withheld (the “Withholding Taxes”) with respect to such Shares, if any. By
acknowledging and accepting this Agreement in the manner provided in Section 6 hereof, the Grantee
shall be deemed to elect to have the Company or the Company’s Plan Administrator, withhold a
portion of such Shares having an aggregate Fair Market Value equal to the Withholding Taxes in
satisfaction thereof, such election to continue in effect until the Grantee notifies the Company or
its Plan Administrator before such delivery that the
Grantee shall satisfy
such obligation in cash, in which event the Company shall not withhold a portion of such
Shares as otherwise provided in this Section 8.
| 9. | Non-Transferability. |
The Award shall not be transferable other than by will or by the laws of descent and
distribution or pursuant to a domestic relations order; provided, however, that the Award may be
transferred to members of the Grantee’s immediate family, to trusts solely for the benefit
of such immediate family members and to partnerships in which such family members and/or trusts are
the only partners. For this purpose, immediate family means the Grantee’s spouse, parents,
children, stepchildren and grandchildren and the spouses of such parents, children, stepchildren
and grandchildren.
| 10. | The Grantee is Bound by the Plan. |
By acknowledging and accepting the Award, the Grantee hereby confirms the availability and his
or her review of a copy of the Plan, the Prospectus, and other documents provided to the Grantee in
connection with the Award, by the Company or its Plan Administrator, and the Grantee agrees to be
bound by all the terms and provisions thereof.
| 11. | Modification of Agreement. |
This Agreement may be modified, amended, suspended or terminated, and any terms or conditions
may be waived, but only by a written instrument executed by both parties hereto.
| 12. | Severability. |
Should any provision of this Agreement be held by a court of competent jurisdiction to be
unenforceable or invalid for any reason, the remaining provisions of this Agreement shall not be
affected by such holding and shall continue in full force in accordance with their terms.
| 13. | Governing Law. |
The validity, interpretation, construction and performance of this Agreement shall be governed
by the laws of the State of Tennessee without giving effect to the conflicts of laws principles
thereof.
| 14. | 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 Grantee’s legal representatives. All obligations
imposed upon the Grantee and all rights granted to the Company under this Agreement shall be
binding upon the Grantee’s heirs, executors, administrators and successors.
| 15. | 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 or application of this Agreement shall first be referred to the
Chief Executive Officer for informal resolution, and if necessary, referred to the Committee for
its determination. Any determination made hereunder shall be final, binding and conclusive on the
Grantee, his or her heirs, executors, administrators and successors, and the Company and its
Subsidiaries for all purposes.
| 16. | Entire Agreement. |
This Agreement and the terms and conditions of the Plan constitute the entire understanding
between the Grantee and the Company and its Subsidiaries, and supersede all other agreements,
whether written or oral, with respect to the Award.
| 17. | Headings. |
The headings of this Agreement are inserted for convenience only and do not constitute a part
of this Agreement.
| 18. | Deemed Execution. |
On the date of the Grantee’s electronic acceptance of the terms of the Award, and this
Agreement, this Agreement shall be deemed to have been executed and delivered by the Grantee and
the Company.
| COMMUNITY HEALTH SYSTEMS, INC. |
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