RESTRICTED STOCK UNIT AGREEMENT PURSUANT TO THE ACADIA HEALTHCARE COMPANY, INC. 2011 INCENTIVE COMPENSATION PLAN
Exhibit 10.24
RESTRICTED STOCK UNIT AGREEMENT
PURSUANT TO THE
ACADIA HEALTHCARE COMPANY, INC. 2011 INCENTIVE COMPENSATION PLAN
PURSUANT TO THE
ACADIA HEALTHCARE COMPANY, INC. 2011 INCENTIVE COMPENSATION PLAN
* * * * *
Participant:
Grant Date:
Number of Restricted Stock Units Granted:
* * * * *
THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”), dated as of the Grant
Date specified above, is entered into by and between Acadia Healthcare Company, Inc., a corporation
organized in the State of Delaware (the “Company”), and the Participant specified above,
pursuant to the Acadia Healthcare Company, Inc. 2011 Incentive Compensation Plan, as in effect and
as amended from time to time (the “Plan”), which is administered by the Committee; and
WHEREAS, it has been determined under the Plan that it would be in the best interests of the
Company to grant the Restricted Stock Units (“RSUs”) provided herein to the Participant.
NOW, THEREFORE, in consideration of the mutual covenants and promises hereinafter set forth
and for other good and valuable consideration, the parties hereto hereby mutually covenant and
agree as follows:
1. Incorporation By Reference; Plan Document Receipt. This Agreement is subject in
all respects to the terms and provisions of the Plan (including, without limitation, any amendments
thereto adopted at any time and from time to time unless such amendments are expressly intended not
to apply to the Award provided hereunder), all of which terms and provisions are made a part of and
incorporated in this Agreement as if they were each expressly set forth herein. Any capitalized
term not defined in this Agreement shall have the same meaning as is ascribed thereto in the Plan.
The Participant hereby acknowledges receipt of a true copy of the Plan and that the Participant has
read the Plan carefully and fully understands its content. In the event of any conflict between
the terms of this Agreement and the terms of the Plan, the terms of the Plan shall control.
2. Grant of Restricted Stock Unit Award. The Company hereby grants to the
Participant, as of the Grant Date specified above, the number of RSUs specified above. Except as
otherwise provided by the Plan, the Participant agrees and understands that nothing contained in
this Agreement provides, or is intended to provide, the Participant with any protection against
potential future dilution of the Participant’s interest in the Company for any reason, and no
adjustments shall be made for dividends in cash or other property, distributions or other rights in
respect of the shares of Common Stock underlying the RSUs, except as otherwise specifically
provided for in the Plan or this Agreement.
3. Vesting.
(a) The RSUs subject to this Award shall become vested as follows, provided that the
Participant has not incurred a Termination prior to each such vesting date:
| Vesting Date | Number of RSUs | |
| [•] | [•] |
There shall be no proportionate or partial vesting in the periods prior to each vesting date and
all vesting shall occur only on the appropriate vesting date, subject to the Participant’s
continued service with the Company or any of its Subsidiaries on each applicable vesting date.
(b) Committee Discretion to Accelerate Vesting. Notwithstanding the foregoing, the
Committee may, in its sole discretion, provide for accelerated vesting of the RSUs at any time and
for any reason.
(c) Forfeiture. Subject to the Committee’s discretion to accelerate vesting
hereunder, all unvested RSUs shall be immediately forfeited upon the Participant’s Termination for
any reason.
4. Delivery of Shares.
(a) General. Subject to the provisions of Sections 4(b) and 4(c) hereof, within
thirty (30) days following the vesting of the RSUs, the Participant shall receive the number of
shares of Common Stock that correspond to the number of RSUs that have become vested on the
applicable vesting date; provided that the Participant shall be obligated to pay to the
Company the aggregate par value of the shares of Common Stock to be issued within ten (10) days
following the issuance of such shares unless such shares have been issued by the Company from the
Company’s treasury.
(b) Blackout Periods. If the Participant is subject to any Company “blackout” policy
or other trading restriction imposed by the Company on the date such distribution would otherwise
be made pursuant to Section 4(a) hereof, such distribution shall be instead made on the earlier of
(i) the date that the Participant is not subject to any such policy or restriction and (ii) the
later of (A) the end of the calendar year in which such distribution would otherwise have been made
and (B) a date that is immediately prior to the expiration of two and one-half months following the
date such distribution would otherwise have been made hereunder.
(c) Deferrals. If permitted by the Company, the Participant may elect, subject to the
terms and conditions of the Plan and any other applicable written plan or procedure adopted by the
Company from time to time for purposes of such election, to defer the distribution of all or any
portion of the shares of Common Stock that would otherwise be distributed to the Participant
hereunder (the “Deferred Shares”), consistent with the requirements of Section 409A of the
Code. Upon the vesting of RSUs that have been so deferred, the applicable number of Deferred
Shares shall be credited to a bookkeeping account established on the Participant’s behalf (the
“Account”). Subject to Section 5 hereof, the number of shares of
2
Common Stock equal to the number of Deferred Shares credited to the Participant’s Account
shall be distributed to the Participant in accordance with the terms and conditions of the Plan and
the other applicable written plans or procedures of the Company, consistent with the requirements
of Section 409A of the Code.
5. Dividends; Rights as Stockholder. Cash dividends on shares of Common Stock
issuable hereunder shall be credited to a dividend book entry account on behalf of the Participant
with respect to each RSU granted to the Participant, provided that such cash dividends
shall not be deemed to be reinvested in shares of Common Stock and shall be held uninvested and
without interest and paid in cash at the same time that the shares of Common Stock underlying the
RSUs are delivered to the Participant in accordance with the provisions hereof. Stock dividends on
shares of Common Stock shall be credited to a dividend book entry account on behalf of the
Participant with respect to each RSU granted to the Participant, provided that such stock
dividends shall be paid in shares of Common Stock at the same time that the shares of Common Stock
underlying the RSUs are delivered to the Participant in accordance with the provisions hereof.
Except as otherwise provided herein, the Participant shall have no rights as a stockholder with
respect to any shares of Common Stock covered by any RSU unless and until the Participant has
become the holder of record of such shares.
6. Non-Transferability. No portion of the RSUs may be sold, assigned, transferred,
encumbered, hypothecated or pledged by the Participant, other than to the Company as a result of
forfeiture of the RSUs as provided herein, unless and until payment is made in respect of vested
RSUs in accordance with the provisions hereof and the Participant has become the holder of record
of the vested shares of Common Stock issuable hereunder.
7. Governing Law. All questions concerning the construction, validity and
interpretation of this Agreement shall be governed by, and construed in accordance with, the laws
of the State of Delaware, without regard to the choice of law principles thereof.
8. Withholding of Tax. The Company shall have the power and the right to deduct or
withhold, or require the Participant to remit to the Company, an amount sufficient to satisfy any
federal, state, local and foreign taxes of any kind (including, but not limited to, the
Participant’s FICA and SDI obligations) which the Company, in its sole discretion, deems necessary
to be withheld or remitted to comply with the Code and/or any other applicable law, rule or
regulation with respect to the RSUs and, if the Participant fails to do so, the Company may
otherwise refuse to issue or transfer any shares of Common Stock otherwise required to be issued
pursuant to this Agreement. Any statutorily required withholding obligation with regard to the
Participant may be satisfied by reducing the amount of cash or shares of Common Stock otherwise
deliverable to the Participant hereunder.
9. Legend. The Company may at any time place legends referencing any applicable
federal, state or foreign securities law restrictions on all certificates representing shares of
Common Stock issued pursuant to this Agreement. The Participant shall, at the request of the
Company, promptly present to the Company any and all certificates representing shares of Common
Stock acquired pursuant to this Agreement in the possession of the Participant in order to carry
out the provisions of this Section 9.
3
10. Securities Representations. This Agreement is being entered into by the Company
in reliance upon the following express representations and warranties of the Participant. The
Participant hereby acknowledges, represents and warrants that:
(a) The Participant has been advised that the Participant may be an “affiliate” within the
meaning of Rule 144 under the Securities Act and in this connection the Company is relying in part
on the Participant’s representations set forth in this Section 10.
(b) If the Participant is deemed an affiliate within the meaning of Rule 144 of the Securities
Act, the shares of Common Stock issuable hereunder must be held indefinitely unless an exemption
from any applicable resale restrictions is available or the Company files an additional
registration statement (or a “re-offer prospectus”) with regard to such shares of Common Stock and
the Company is under no obligation to register such shares of Common Stock (or to file a “re-offer
prospectus”).
(c) If the Participant is deemed an affiliate within the meaning of Rule 144 of the Securities
Act, the Participant understands that (i) the exemption from registration under Rule 144 will not
be available unless (A) a public trading market then exists for the Common Stock of the Company,
(B) adequate information concerning the Company is then available to the public, and (C) other
terms and conditions of Rule 144 or any exemption therefrom are complied with, and (ii) any sale of
the shares of Common Stock issuable hereunder may be made only in limited amounts in accordance
with the terms and conditions of Rule 144 or any exemption therefrom.
11. Entire Agreement; Amendment. This Agreement, together with the Plan, contains the
entire agreement between the parties hereto with respect to the subject matter contained herein,
and supersedes all prior agreements or prior understandings, whether written or oral, between the
parties relating to such subject matter. The Committee shall have the right, in its sole
discretion, to modify or amend this Agreement from time to time in accordance with and as provided
in the Plan. This Agreement may also be modified or amended by a writing signed by both the
Company and the Participant. The Company shall give written notice to the Participant of any such
modification or amendment of this Agreement as soon as practicable after the adoption thereof.
12. Notices. Any notice hereunder by the Participant shall be given to the Company in
writing and such notice shall be deemed duly given only upon receipt thereof by the General Counsel
of the Company. Any notice hereunder by the Company 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 Company.
13. No Right to Employment. Any questions as to whether and when there has been a
Termination and the cause of such Termination shall be determined in the sole discretion of the
Committee. Nothing in this Agreement shall interfere with or limit in any way the right of the
Company, its Subsidiaries or its Affiliates to terminate the Participant’s employment or service at
any time, for any reason and with or without Cause.
14. Transfer of Personal Data. The Participant authorizes, agrees and unambiguously
consents to the transmission by the Company (or any Subsidiary) of any personal
4
data information related to the RSUs awarded under this Agreement for legitimate business
purposes (including, without limitation, the administration of the Plan). This authorization and
consent is freely given by the Participant.
15. Compliance with Laws. The grant of RSUs and the issuance of shares of Common
Stock hereunder shall be subject to, and shall comply with, any applicable requirements of any
foreign and U.S. federal and state securities laws, rules and regulations (including, without
limitation, the provisions of the Securities Act, the Exchange Act and in each case any respective
rules and regulations promulgated thereunder) and any other law, rule regulation or exchange
requirement applicable thereto. The Company shall not be obligated to issue the RSUs or any shares
of Common Stock pursuant to this Agreement if any such issuance would violate any such
requirements. As a condition to the settlement of the RSUs, the Company may require the
Participant to satisfy any qualifications that may be necessary or appropriate to evidence
compliance with any applicable law or regulation.
16. Binding Agreement; Assignment. This Agreement shall inure to the benefit of, be
binding upon, and be enforceable by the Company and its successors and assigns. The Participant
shall not assign (except in accordance with Section 6 hereof) any part of this Agreement without
the prior express written consent of the Company.
17. Headings. The titles and headings of the various sections of this Agreement have
been inserted for convenience of reference only and shall not be deemed to be a part of this
Agreement.
18. Counterparts. This Agreement may be executed in one or more counterparts, each of
which shall be deemed to be an original, but all of which shall constitute one and the same
instrument.
19. Further Assurances. Each party hereto shall do and perform (or shall cause to be
done and performed) all such further acts and shall execute and deliver all such other agreements,
certificates, instruments and documents as either party hereto reasonably may request in order to
carry out the intent and accomplish the purposes of this Agreement and the Plan and the
consummation of the transactions contemplated thereunder.
20. Severability. The invalidity or unenforceability of any provisions of this
Agreement in any jurisdiction shall not affect the validity, legality or enforceability of the
remainder of this Agreement in such jurisdiction or the validity, legality or enforceability of any
provision of this Agreement in any other jurisdiction, it being intended that all rights and
obligations of the parties hereunder shall be enforceable to the fullest extent permitted by law.
21. Acquired Rights. The Participant acknowledges and agrees that: (a) the Company
may terminate or amend the Plan at any time; (b) the Award of RSUs made under this Agreement is
completely independent of any other award or grant and is made at the sole discretion of the
Company; (c) no past grants or awards (including, without limitation, the RSUs awarded hereunder)
give the Participant any right to any grants or awards in the future whatsoever; and (d) any
benefits granted under this Agreement are not part of the Participant’s
ordinary salary, and shall not be considered as part of such salary in the event of severance,
redundancy or resignation.
* * * * *
5
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first
written above.
| ACADIA HEALTHCARE COMPANY, INC. |
||||
| By: | ||||
| Name: | ||||
| Title: | ||||
| PARTICIPANT |
||||
| Name: | ||||
| Social Security Number: | ||||
6
