PSYCHIATRIC SOLUTIONS, INC.
RESTRICTED STOCK AGREEMENT
THIS AGREEMENT is entered into as of _______________ _____, 20___, by
and between Psychiatric Solutions, Inc. (the "Company") and __________________
(the "Participant") in connection with an Award of Restricted Stock under the
Psychiatric Solutions, Inc. Equity Incentive Plan (the "Plan") granted on
_______________ _____, 20___.
The Company established the Plan by action of its board of directors
and such action was thereafter approved by the stockholders of the Company. The
Participant has been granted an Award of Restricted Stock that is described
herein. In consideration of the foregoing, the parties have entered into this
Agreement to govern the terms of this Award:
1. Award of Restricted Stock. Subject to the terms and conditions set
forth in the Plan and herein, the Company has granted to the Participant an
Award of ___________ shares of Restricted Stock, subject to adjustment as
provided in Article 8 of the Plan. These shares are subject to forfeiture in the
event of the termination of the Participant's employment with the Company or an
Affiliate prior to the vesting of such shares, as specified herein.
2. Transfer of Award. Except for transfers pursuant to a will or the
laws of descent and distribution, this Award is not transferable and the
Participant may not make any disposition of the shares of Restricted Stock
described herein, or any interest herein, prior to the dates that such shares
become vested in accordance with Paragraph 3. 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. Vesting of Award. The Restricted Stock Award will become vested as
follows:
On and After Number of Shares Vested
___________ _____, 20___ __________ Shares
___________ _____, 20___ Additional __________ Shares
___________ _____, 20___ Additional __________ Shares
___________ _____, 20___ Additional __________ Shares
4. Termination.
(a) On the date that a Participant's provision of services to
the Company or an Affiliate in his or her capacity as an employee, a
non-employee member of the Board, a consultant or independent advisor ceases
(and the Participant is not otherwise providing services to the Company or any
Affiliate) for any reason other than death or disability (as defined in section
22(e)(3) of the Code), the Participant will forfeit all shares of Restricted
Stock which have not yet become vested in accordance with the schedule set forth
in Paragraph 3.
(b) On the date that a Participant's provision of services to
the Company or an Affiliate in his or her capacity as an employee, a
non-employee member of the Board, a consultant or independent advisor ceases
(and the Participant is not otherwise providing services to the Company or any
Affiliate) because of death or disability (as defined in section 22(e)(3) of the
Code), all restrictions described herein shall be removed and all risks of
forfeiture shall lapse on the Restricted Stock, without regard to the vesting
schedule set forth in Paragraph 3.
5. Status of Participant. Except for the restrictions described in this
Agreement and the Plan, the Participant shall be deemed a stockholder of the
Company with respect to Restricted Stock and shall be entitled to receive
dividends and exercise voting rights with respect thereto. The Company is not
required to deliver shares of Restricted Stock to the Participant until the
shares have become vested as described in Paragraph 3, all applicable
requirements of law have been complied with and such shares shall have been duly
listed on any securities exchange on which the Stock may then be listed.
6. Tax Withholding. In addition to the withholding provisions of the
Plan, each Participant shall give the Company notice of any election filed by
the Participant under section 83(b) of the Internal Revenue Code. At the time at
which any Restricted Stock becomes vested, the Company shall withhold otherwise
deliverable shares of Company stock having an aggregate fair market value
sufficient to (but not exceeding) the amount required to be remitted to the
appropriate governmental entity or entities on behalf of the Participant.
Notwithstanding the foregoing, the Participant may elect in writing, prior to
the time at which Restricted Stock becomes vested, to satisfy such tax
withholding obligations by remitting cash to the Company at the time at which
any Restricted Stock becomes vested. The Company shall, to the extent permitted
by law, have the right to deduct from any payment of any kind otherwise due the
Participant taxes required to be withheld with respect to Restricted Stock.
7. No Effect on Capital Structure. This Award shall not affect the
right of the Company or any Affiliate 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.
8. Committee Authority. 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.
9. 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, is
attached hereto as Exhibit A, or 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 terms "Article" or "Section" generally refer to
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provisions within the Plan. The term "Paragraph" generally refers to a provision
of this Agreement.
10. 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 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:
Psychiatric Solutions, Inc.
Attention: Xxxxxxxxxxx X. Xxxxxx
000 Xxxxxxxx Xxxxxx Xxxxx
Xxxxx 000
Xxxxxxxx, XX 00000
Telephone: (000) 000-0000
Notices to the Participant shall be hand-delivered to the Participant
on the premises of the Company or its Affiliates, or mailed to the last address
shown on the records of the Company.
11. 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.
12. Amendment. The Company, acting through the Committee or 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. All amendments
must be in writing. The Company may not amend this Agreement, however, without
the Participant's express agreement to any amendment that could adversely effect
the material rights of the Participant.
13. 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.
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IN WITNESS WHEREOF, the Company has caused this Agreement to be
executed and the Participant has set his hand hereto on the day and year first
written above.
PSYCHIATRIC SOLUTIONS, INC.
By:
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Title:
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PARTICIPANT
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