LifePoint Hospitals, Inc. Performance Award Agreement Grant Number ________
Exhibit
10.13
Grant
Number ________
This
Agreement is made and entered into by and between LifePoint Hospitals,
Inc. (the “Corporation”) and _____________________
(the “Participant”) in connection with a Performance Award under the LifePoint
Hospitals, Inc. 1998 Long-Term Incentive Plan (the “Plan”) that was
made on _________________ (“Date of
Grant”).
The
Participant is an employee of the Corporation or a Subsidiary and has been
granted a Performance Award as described herein. In consideration of the foregoing, the parties have entered into this
Agreement to govern the terms of this Award. This Award was granted
by the compensation committee of the Corporation’s Board of Directors in an
action taken on __________, ____, and
is intended to be a Section 162(m) Award under the terms of the
Plan.
1. Performance Award.
Subject to the terms and conditions set forth herein, the Corporation has
granted to the Participant a Performance Award of ______ shares of Common Stock
of the Corporation (the “Performance Shares”), subject to adjustment as provided
in Section 3.2 of the Plan. Except as otherwise provided herein, this
Award and the Performance Shares covered hereby shall be forfeited if the
Participant does not remain continually employed by the Corporation or a
Subsidiary through the end of the _______-year period
immediately following the Date of Grant (the “Vesting Period”), or if the
Performance Goals are not satisfied during the Performance Period (as such terms
are defined herein).
Notwithstanding
the foregoing, in the event of the Participant’s involuntary termination of
employment by the Corporation without cause (as defined in Section 12.1 of the
Plan) during the Vesting Period, this Award shall vest in a percentage equal to
(a) the number of full months of continuous employment following the Date of
Grant through the date of termination divided by (b) the total number of months
in the Vesting Period, but only in the event that the Performance Goals
described herein are attained during the Performance Period. Any
unvested Performance Shares shall be forfeited.
2. Vesting. Unless
forfeited pursuant to Paragraph 1, the Participant’s rights in the Performance
Shares will become vested at the end of the Vesting Period if either of the
“Performance Goals” specified below are achieved for the ____, ____ or ____ fiscal year of
the Corporation:
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Performance Criteria
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Performance Goal
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Annual
Revenue (expressed as “net revenue”)
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$ | |||
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Pre-Tax
Income (expressed as “EBITDA”)
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$ | |||
The terms
net revenue and EBITDA are defined herein as they are defined in the
Corporation’s financial budget for each respective fiscal year.
(a) The
“Performance Period” for the Award is January 1, _____ through December
31, _____.
(b) The
capitalized terms in this instrument shall have the meanings that are defined in
the Plan, unless specified otherwise herein.
(c) Performance
shall be determined in accordance with generally accepted accounting principals;
provided, however, that such performance shall be determined without regard to
any change in accounting standards that may be required by the Financial
Accounting Standards Board during the Performance Period, and by making
appropriate adjustments to account for any spin-off or sale of a subsidiary or
the disposition of assets by the Corporation during the Performance
Period.
(d) Vesting
of the Award is conditioned upon the Committee certifying in writing that the
objectives specified herein were achieved upon the completion of the Performance
Period. If the objectives are not achieved, the Performance Shares will be
forfeited to the Corporation on _____________ ___, _____.
(e) Notwithstanding
the preceding, unless this Award has been previously forfeited pursuant to
Paragraph 1, this Award will become fully vested upon the death or disability
(as described in section 409A(a)(2)(C) of the Code) of the Participant, or under
the circumstances described in Section 12 of the Plan upon the Change in Control
of the Corporation.
3. Transfer of Award.
Except for transfer by the Participant of his or her rights hereunder upon death
pursuant to a will or by the laws of descent and distribution, this Performance
Award is not transferable and the Participant may not make any disposition of
the Award, the Performance Shares or the shares Common Stock described herein,
or any interest herein, prior to the date(s) that such shares become vested in
accordance with Paragraph 1 or the Plan. 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.
4. Tax Withholding.
Subject to the requirements of section 16(b) of the 1934 Act, and pursuant
to Section 14.6 of the Plan, any tax withholding obligation of the Corporation
arising in connection with this Performance Award, and/or the lapse of
restrictions with respect hereto, shall be satisfied by the retention of shares
of Common Stock subject to this Award that have a then-current Fair Market Value
equal to the amount of taxes that are required to be remitted to the applicable
taxing authorities calculated using the applicable supplemental wage withholding
rate.
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5. Status of
Participant. Except for the restrictions described in Section 5.5 of the
Plan or provided for in this Agreement, the Participant shall be deemed a
stockholder of the Corporation with respect to the Common Stock represented by
the Performance Shares and shall be entitled to receive dividends and exercise
voting rights with respect thereto. In the event the Corporation effects a
recapitalization, stock split, stock dividend or other event described in
Section 3.2 of the Plan, the shares of Common Stock received by the Participant
with respect to this Award (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 Corporation is not required to issue
shares of Common Stock under this Performance 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. The Corporation may delay the delivery of Common Stock
that is issued pursuant to this Award until the Performance Shares covered
hereby become vested or transferable pursuant to the terms hereof.
6. No Effect on Capital
Structure. This Performance Award shall not affect the right of the
Corporation 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.
7. Committee Authority.
The full discretionary authority delegated to the Committee under the terms of
the Plan, including Section 4, includes the authority to: (i) determine any
question concerning the interpretation of this Agreement, (ii) make any required
adjustments to this Performance 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 Committee in its sole discretion. Such
decision by the Committee shall be final and binding.
8. Plan Controls. The
terms of this Agreement are governed by the terms of the Plan, as it exists on
the date of this Agreement and as the Plan is amended from time to time. A copy
of the Plan and all amendments thereto has been previously provided to the
Participant, and is made a part hereof 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 term “Section” generally refers to provisions within the Plan. The
term “Paragraph” generally refers to a provision of this Agreement.
9. Notice. Any notice
hereunder by the Participant shall be given to the Corporation in writing and
such notice shall be deemed duly given only upon receipt thereof at the
Corporation’s office at 000 Xxxxxx Xxxxx, Xxxxx 000, Xxxxxxxxx, Xxxxxxxxx 00000,
or at such other address as the Corporation may designate by notice to the
Participant. Any notice hereunder by the Corporation shall be given to the
Participant in writing and such notice shall be deemed duly given only upon
receipt thereof at such address as the Participant may have on file with the
Corporation.
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10. 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.
11. Amendment. The
Corporation, acting through the Committee or through the Board, may amend this
Agreement at any time for any purpose determined by the Corporation in its sole
discretion that is consistent with the Plan. All amendments and waivers must be
in writing. The Corporation 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 hereunder.
12. 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
Delaware.
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In Witness
Whereof, the Corporation has adopted this instrument as the Agreement to
govern the terms of the Performance Award described herein. The Participant
acknowledges and consents to the terms of this Agreement by accepting the grant
of this Performance Award.
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President
and Chief Executive Officer
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