EXHIBIT 10.5
LIFEPOINT HOSPITALS, INC.
RESTRICTED STOCK AWARD AGREEMENT
GRANT NUMBER R <>
THIS AGREEMENT is made and entered into on this <> day of
<>, <>, by and between LifePoint Hospitals, Inc. (the
"Corporation") and <> (the "Participant"), in connection with a
Restricted Stock Award under the LifePoint Hospitals, Inc. 1998 Long Term
Incentive Plan (the "Plan") that was made on <> (the "Date of
Grant").
The Corporation established the Plan effective November 5, 1998, and
amended and restated the Plan which was approved by the shareholders of the
Corporation effective June 30, 2005. The Participant is an employee of the
Corporation or one of its Subsidiaries and has been granted a Restricted Stock
Award under the terms of the Plan. In consideration of the foregoing, the
parties have entered into this Agreement to govern the terms of this Award:
1. Restricted Stock Award. Subject to the terms and conditions
set forth in the Plan and herein, the Corporation has granted to the Participant
a Restricted Stock Award with respect to <> shares of Common Stock,
subject to adjustment as provided in Section 3.2 of the Plan. These shares are
subject to forfeiture in the event of termination of the Participant's
employment with the Corporation or a Subsidiary prior to the vesting of such
shares, as specified herein. If the Participant's employment with the
Corporation and its Subsidiaries terminates prior to <>, the
shares of Common Stock covered by this Restricted Stock Award shall be
immediately forfeited to the Corporation, unless such termination is due to
death or the disability of the Participant. The shares covered by this
Restricted Stock Award that have not been forfeited under this Paragraph will
immediately be fully vested and no longer subject to forfeiture upon the soonest
of: (i) <>, (ii) the death or disability of the Participant, or,
(iii) notwithstanding the provisions of Section 12.1 of the Plan, the occurrence
of a Change in Control (as defined in Section 12.2 of the Plan) that occurs
after the Date of Grant, and the employment of the Participant is terminated
without Cause or for Good Reason within 18 months after the effective date of
the Change in Control event. The terms "Cause" and "Good Reason" shall have the
same meanings as the same or similar terms in any written employment agreement
between the Participant and the Corporation or Subsidiary. In the absence of
such a written agreement, such terms shall be defined as follows:
(a) "Cause" means involuntary termination of employment due to:
(i) conviction of a crime of moral turpitude that adversely affects the
reasonable business interests of the Corporation, (ii) commission of an
act of fraud, embezzlement, or material dishonesty against the
Corporation or any Subsidiary, or (iii) intentional neglect of the
responsibilities of employment, and such neglect remains uncorrected
for more than 30 days following written notice from the Corporation
detailing the acts of neglect.
(b) "Good Reason" means voluntary termination of employment by
the Participant because the terms of employment are modified so that
the position is not substantially equivalent to the position held
immediately prior to the time of the Change in Control. A position is
"substantially equivalent" if it is the same or better than the
position to which it is being compared. A position is not substantially
equivalent unless (i) the cash compensation offered is the same or
higher than that earned immediately prior to the Change in Control,
(ii) deferred compensation, incentive and equity compensation, and
health and welfare benefits are, in the aggregate, similar to those
provided immediately prior to the Change in Control, and (iii) the
position does not require the Participant to relocate or to commute
more than 30 miles each way to the place of employment. The
Participant's right to voluntarily terminate employment for "Good
Reason" expires 180 days after beginning employment in the position
that is not "substantially equivalent" to the Participant's prior
position, unless such termination is due to termination of the
Participant for Cause.
2. Transfer of Award. Except for transfers pursuant to a will or the
laws of descent and distribution, this Restricted Stock Award is not
transferable and the Participant may not make any disposition of the Award or
the shares of Common Stock described herein, or any interest herein, prior to
the date(s) that such shares become vested in accordance with Paragraph 1. 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. 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 Restricted Stock
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.
4. Status of Participant. Except for the restrictions described in
Section 8.3 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
covered by this Restricted Stock Award 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 Restricted Stock 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
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delay the delivery of Common Stock that is issued pursuant to this Award until
the Restricted Stock covered hereby becomes vested or transferable pursuant to
the terms hereof.
6. No Effect on Capital Structure. This Restricted Stock 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. Plan Controls. The terms of this Agreement are governed by the terms
of the Plan as restated effective June 30, 2005, or as later amended from time
to time on or prior to 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
delivered or made available to the Participant and shall be deemed a part of
this Agreement 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 provisions within the Plan. The
term "Paragraph" generally refers to a provision of this Agreement.
8. 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 Corporation. 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 that such person has theretofore specified by written notice delivered
in accordance herewith. The Corporation or Participant may change, by written
notice to the other, the address identified in this Paragraph. The Corporation
or Participant may change, by written notice to the other, the address specified
for receiving notices. Notices delivered to the Corporation shall be addressed
as follows:
LifePoint Hospitals, Inc.
Attn: Xxxx Xxxxxx
000 Xxxxxx Xxxxx, Xxxxx 000
Xxxxxxxxx, XX 00000
Phone: (000) 000-0000
Fax: (000) 000-0000
Notices to the Participant shall be hand-delivered to the Participant
on the premises of the Corporation or its Affiliates, or mailed to the last
address shown on the records of the Corporation. By accepting the Award
described herein, the Participant consents to delivery of documents relating to
this Award by electronic means, including any related prospectus or Plan
Summary.
9. 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;
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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.
10. 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. The
Corporation may not amend this Agreement, however, without the Participant's
express agreement to any amendment that would adversely effect the material
rights of the Participant.
11. 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, without regard to the principles of conflicts of
laws thereof.
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EXECUTION PAGE
IN WITNESS WHEREOF, the Corporation has caused this Agreement to be
executed and the Participant has set his hand hereto, to be effective as of
<>.
LIFEPOINT HOSPITALS, INC.
By:
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Title:
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PARTICIPANT
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<>
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