RESTRICTED STOCK AGREEMENT PURSUANT TO THE ACADIA HEALTHCARE COMPANY, INC. 2011 INCENTIVE COMPENSATION PLAN
Exhibit 10.27
RESTRICTED
STOCK 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 Shares of
Restricted Stock Granted:
Restricted Stock Granted:
* * * * *
THIS RESTRICTED STOCK 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
Company for any reason, and no adjustments shall be made for dividends in cash or
other property, distributions or other rights in respect of any such shares, except as otherwise
specifically provided for in the Plan or this Agreement. Subject to Section 5 hereof, the
Participant shall not have the rights of a stockholder in respect of the shares underlying this
Award until such shares are delivered to the Participant in accordance with Section 4 hereof.
(a) The Restricted Stock subject to this grant shall become unrestricted and vested as
follows, provided that the Participant has not incurred a Termination prior to each such vesting
date:
Vesting Date | Number of Shares | |
[•] | [•] |
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.
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vesting, be sold, exchanged, transferred, assigned or otherwise disposed of in any way by the
Participant (or any beneficiary of the Participant), other than by testamentary disposition by the
Participant or the laws of descent and distribution. Any attempt to sell, exchange, transfer,
assign, pledge, encumber or otherwise dispose of or hypothecate in any way any of the Restricted
Stock, or the levy of any execution, attachment or similar legal process upon the Restricted Stock,
contrary to the terms and provisions of this Agreement and/or the Plan shall be null and void and
without legal force or effect.
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.
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(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 11.
(b) If the Participant is deemed an affiliate within the meaning of Rule 144 of the Securities
Act, the shares of Restricted Stock 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 the shares of Restricted Stock and the
Company is under no obligation to register the shares of Restricted 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 vested Restricted Stock hereunder may be made only in limited amounts in accordance
with the terms and conditions of Rule 144 or any exemption therefrom.
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sole discretion
of the Company; (c) no past grants or awards (including, without limitation, the Restricted Stock
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.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first
written above.
ACADIA HEALTHCARE COMPANY, INC. |
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By: | ||||
Name: | ||||
Title: | ||||
PARTICIPANT |
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Name: | ||||
Social Security Number: |
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