EXHIBIT 10.3
HCA INC.
RESTRICTED STOCK AWARD AGREEMENT
THIS RESTRICTED STOCK AWARD AGREEMENT (this "Agreement") is made and
entered into as of the ____ day of May, 2005 (the "Grant Date"), between HCA
Inc., a Delaware (the "Company"), and [DIRECTOR], (the "Grantee"). Capitalized
terms not otherwise defined herein shall have the meaning ascribed to such terms
in the Company's 2005 Equity Incentive Plan (the "Plan").
WHEREAS, the Company has adopted the Plan, which permits the issuance
of restricted shares of the Company's common stock, par value $0.01 per share
(the "Common Stock"); and
WHEREAS, in accordance with the provisions of an award pursuant to the
Plan, the Grantee has elected to receive all or a portion of Grantee's retainers
for services as a director of the Company (a "Director") in the form of
Restricted Shares;
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 Restricted Shares.
(a) The Company hereby grants to the Grantee an award (the
"Award") of [NUMBER] shares of Common Stock of the Company (the "Shares" or the
"Restricted Shares") on the terms and conditions set forth in this Agreement and
as otherwise provided in the Plan.
(b) The Grantee's rights with respect to the Award shall
remain forfeitable at all times prior to the dates on which the restrictions
shall lapse in accordance with Section 3 hereof.
2. Terms and Rights as a Stockholder.
(a) Except as provided herein and subject to such other
exceptions as may be determined by the Board in its discretion, the "Restricted
Period" for Restricted Shares granted herein shall expire on the second
anniversary of the date hereof (as such numbers may be adjusted in accordance
with Section 7 hereof.)
(b) The Grantee shall have all rights of a stockholder with
respect to the Restricted Shares, including the right to receive dividends and
the right to vote such Shares, subject to the following restrictions:
(i) the Grantee shall not be entitled to
delivery of the stock certificate for any
Shares until the expiration of the
Restricted Period as to such Shares;
(ii) none of the Restricted Shares may be sold,
assigned, transferred, pledged, hypothecated
or otherwise encumbered or disposed of
during the Restricted Period as to such
Shares; and
(iii) except as otherwise determined by the Board
at or after the grant of the Award hereunder
or as otherwise set forth herein, all of the
Restricted Shares shall be forfeited, and
all rights of the Grantee to such Shares
shall terminate, without further obligation
on the part of the Company, unless the
Grantee continues to serve as a director of
the Company for the entire Restricted
Period.
Any Shares, any other securities of the Company and any other
property (except for cash dividends) distributed with respect to the Restricted
Shares shall be subject to the same restrictions, terms and conditions as such
Restricted Shares.
3. Termination of Restrictions.
(a) Upon the termination of the Restricted Period as to any portion of
the Restricted Shares, or at such earlier time as may be determined by the
Board, all restrictions set forth in this Agreement or in the Plan relating to
such portion of the Restricted Shares shall lapse as to such portion of the
Restricted Shares, and a stock certificate for the appropriate number of Shares,
free of the restrictions and restrictive stock legend, shall be delivered to the
Grantee or the Grantee's beneficiary or estate, as the case may be, pursuant to
the terms of this Agreement.
(b) Notwithstanding anything to the contrary, including Section
2(b)(iii) above, the Restricted Period shall automatically terminate as to all
Restricted Shares awarded hereunder upon the occurrence of a Change in Control.
Moreover, upon the termination of the Grantee's service as a director of the
Company due to death or Disability, the Restricted Period shall automatically
terminate with respect to the number of Restricted Shares awarded hereunder, but
only in proportion to the length of the Director's service as a director during
Restricted Period. For purposes of this Agreement, "Disability" means that
Director is permanently unable to perform the essential duties of a Director.
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4. Delivery of Shares.
(a) As of the date hereof, certificates representing the
Restricted Shares shall be registered in the name of the Grantee and held by the
Company or transferred to a custodian appointed by the Company for the account
of the Grantee subject to the terms and conditions of the Plan and shall remain
in the custody of the Company or such custodian until their delivery to the
Grantee or Grantee's beneficiary or estate as set forth in Sections 4(b) and (c)
hereof or their reversion to the Company as set forth in Section 2(b) hereof.
(b) Certificates representing Restricted Shares in respect of
which the Restricted Period has lapsed pursuant to this Agreement shall be
delivered to the Grantee as soon as practicable following the date on which the
restrictions on such Restricted Shares lapse.
(c) Certificates representing Restricted Shares in respect of
which the Restricted Period lapsed upon the Grantee's death shall be delivered
to the executors or administrators of the Grantee's estate as soon as
practicable following the receipt of proof of the Grantee's death satisfactory
to the Company.
(d) Each certificate representing Restricted Shares shall bear
a legend in substantially the following form:
THIS CERTIFICATE AND THE SHARES OF STOCK REPRESENTED HEREBY
ARE SUBJECT TO THE TERMS AND CONDITIONS (INCLUDING FORFEITURE
AND RESTRICTIONS AGAINST TRANSFER) CONTAINED IN THE HCA 2005
EQUITY INCENTIVE PLAN (THE "PLAN") AND THE RESTRICTED SHARE
AWARD AGREEMENT (THE "AGREEMENT") BETWEEN THE OWNER OF THE
RESTRICTED SHARES REPRESENTED HEREBY AND HCA INC. (THE
"COMPANY"). THE RELEASE OF SUCH SHARES FROM SUCH TERMS AND
CONDITIONS SHALL BE MADE ONLY IN ACCORDANCE WITH THE
PROVISIONS OF THE PLAN AND THE AGREEMENT, COPIES OF WHICH ARE
ON FILE AT THE COMPANY.
5. Effect of Lapse of Restrictions. To the extent that the Restricted
Period applicable to any Restricted Shares shall have lapsed, the Grantee may
receive, hold, sell or otherwise dispose of such Shares free and clear of the
restrictions imposed under the Plan and this Agreement.
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6. No Right to Continued Service. This Agreement shall not be construed
as giving Grantee the right to serve as a director of the Company.
7. Adjustments. In the event of a change in capitalization, a change in
corporate structure or any corporate transaction or event described in the Plan,
the Board may make such adjustment or substitution (including by substitution of
shares of another corporation) as it may determine to be appropriate, in its
sole discretion, in the number and class of Shares or other stock or securities
represented by this Award. Any such adjustment (or substitution) by the Board
shall be made in accordance with the provisions of the Plan and shall be final
and binding for all purposes of the Plan and this Agreement.
8. Amendment to Award. Subject to the restrictions contained in Section
14 of the Plan, the Board may waive any conditions or rights under, amend any
terms of, or alter, suspend, discontinue, cancel or terminate, the Award,
prospectively or retroactively; provided that any such waiver, amendment,
alteration, suspension, discontinuance, cancellation or termination that would
adversely affect the rights of the Grantee or any holder or beneficiary of the
Award shall not to that extent be effective without the consent of the Grantee,
holder or beneficiary affected.
9. 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.
10. 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 Board, 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 Board, 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.
11. Notices. All notices required to be given under this Grant 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
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To the Grantee: The address then maintained with respect to the
Grantee in the Company's records.
12. 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.
13. 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.
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 Agreement shall be determined by the Board.
Any determination made hereunder shall be final, binding and conclusive on the
Grantee and the Company for all purposes.
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IN WITNESS WHEREOF, the parties have caused this Restricted Share Award
Agreement to be duly executed effective as of the day and year first above
written.
HCA Inc.
By: /s/ Xxxx X. Xxxxxxxx, Xx.
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Grantee:
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Please Print
Grantee:
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Signature
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