RESTRICTED STOCK AWARD AGREEMENT
under the
RENAL CARE GROUP, INC.
1999 LONG-TERM INCENTIVE PLAN
Grantee: Xxx X. Xxxxxx, Xx.
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Number of Shares: 20,000
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Effective Date of Grant: August 2, 2001
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1. Grant of Shares. Renal Care Group, Inc. (the "Corporation")
hereby grants to the Grantee named above (the "Grantee"), under the Renal Care
Group, Inc. 1999 Long-Term Incentive Plan (the "Plan"), as additional
compensation for services rendered, and subject to the restrictions and the
other terms and conditions set forth in this agreement (this "Agreement"), the
number of shares indicated above of the Corporation's $0.01 par value common
stock (the "Shares"). Capitalized terms used herein and not otherwise defined
shall have the meanings assigned such terms in the Plan.
2. Restrictions. The Shares may not be sold, transferred,
exchanged, assigned, pledged, hypothecated or otherwise encumbered unless and
until such restriction has expired as provided in Section 3 hereof. Any Shares
as to which such restriction has not yet expired are referred to herein as the
"Restricted Shares."
If the Grantee's employment with the Corporation or any Subsidiary
terminates for any reason other than as set forth in any of paragraphs (b)
through (d) of Section 3 hereof, then the Grantee shall forfeit all of the
Grantee's right, title and interest in and to the Restricted Shares as of the
date of employment termination.
The restrictions imposed under this Section shall apply to all shares
of capital stock or other securities that may be issued with respect to
Restricted Shares hereunder in connection with any merger, reorganization,
consolidation, recapitalization, stock dividend or other change in corporate
structure affecting the common stock of the Corporation.
3. Expiration and Termination of Restrictions. The restrictions
imposed under Section 2 will expire on the earliest to occur of the following:
(a) As to the following numbers of Restricted
Shares awarded hereunder (adjusted proportionately in the event of any
change in the total numbers of Restricted Shares) on the following
respective dates:
Date of Termination
Number of Shares of Restrictions
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20,000 August 2, 2006
(b) On the first day of the calendar month next
following the termination of the Grantee's employment with the
Corporation or any Subsidiary because of his or her death or
Disability; or
(c) On the date the Grantee's employment with
the Corporation or any Subsidiary is terminated either (i) by the
Company or any Subsidiary without "Cause," as defined in Appendix A,
or (ii) by the Grantee for "Good Reason," as defined in Appendix A; or
(d) On the date specified by the Committee as
it may deem appropriate in connection with a termination of the
Grantee's employment with the Corporation or any Subsidiary in a
manner not covered by paragraph (c) of this Section; or
(e) On the date of any acceleration of vesting
in accordance with Article 9 of the Plan.
4. Delivery of Shares. The Shares will be issued in the name of
the Grantee as Restricted Stock and will be held by the Corporation during the
Restricted Period. Stock certificates shall be delivered as soon as practicable
after vesting of the Shares, but may be postponed for such period as may be
required for the Corporation with reasonable diligence to comply if deemed
advisable by the Corporation, with registration requirements under the
Securities Act, listing requirements under the rules of any stock exchange, and
requirements under any other law or regulation applicable to the issuance or
transfer of the Shares.
5. Voting and Dividend Rights. The Grantee, as beneficial owner
of the Shares, shall have full voting and dividend rights with respect to the
Shares during the Restricted Period.
6. Restrictions on Transfer and Pledge. The Restricted Shares
may not be pledged, encumbered, or hypothecated to or in favor of any party
other than the Corporation or a Subsidiary, or be subject to any lien,
obligation, or liability of the Grantee to any other party other than the
Corporation or a Subsidiary. The Restricted Shares are not assignable or
transferable by the Grantee other than by will or the laws of descent and
distribution.
7. No Right of Continued Employment. Nothing in this Agreement
shall interfere with or limit in any way the right of the Corporation or any
Subsidiary to terminate the Grantee's employment at any time, or confer upon
the Grantee any right to continue in the employ of the Corporation or any
Subsidiary.
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8. Payment of Taxes. The Grantee will, no later than the date as
of which any amount related to the Shares first becomes includable in the
Grantee's gross income for federal income tax purposes, pay to the Corporation,
or make other arrangements satisfactory to the Committee regarding payment of,
any federal, state and local taxes of any kind required by law to be withheld
with respect to such amount. The obligations of the Corporation under this
Agreement will be conditional on such payment or arrangements, and the
Corporation, and, where applicable, its Subsidiaries will, to the extent
permitted by law, have the right to deduct any such taxes from any payment of
any kind otherwise due to the Grantee.
9. Amendment. This Agreement may not be amended except in
writing, signed by the parties hereto, provided that the Plan may be amended in
the manner provided in the Plan.
10. Plan Controls. The terms contained in the Plan are
incorporated into and made a part of this Agreement and this Agreement shall be
governed by and construed in accordance with the Plan. In the event of any
actual or alleged conflict between the provisions of the Plan and the
provisions of this Agreement, the provisions of the Plan shall be controlling
and determinative.
11. Successors. This Agreement shall be binding upon any
successor of the Corporation, in accordance with the terms of this Agreement
and the Plan.
12. Severability. If any one or more of the provisions contained
in this Agreement are invalid, illegal or unenforceable, the other provisions
of this Agreement will be construed and enforced as if the invalid, illegal or
unenforceable provision had never been included.
13. Notice. Notices and communications under this Agreement must
be in writing and either personally delivered or sent by registered or
certified United States mail, return receipt requested, postage prepaid.
Notices to the Corporation must be addressed to:
Renal Care Group, Inc.
Attn: Chief Financial Officer
0000 Xxxx Xxx Xxxxxx, Xxxxx 000
Xxxxxxxxx, Xxxxxxxxx 00000
or any other address designated by the Corporation in a written notice to the
Grantee. Notices to the Grantee will be directed to the address of the Grantee
then currently on file with the Corporation, or at any other address given by
the Grantee in a written notice to the Corporation.
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IN WITNESS WHEREOF, Renal Care Group, Inc., acting by and through its
duly authorized officers, has caused this Agreement to be executed, and the
Grantee has executed this Agreement, all as of the day and year first above
written.
Renal Care Group, Inc.
By: /s/ Xxxxxxx X. Xxxxxxxx
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Title: Senior Vice President
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I hereby accept the above Shares grant in accordance with and subject
to the terms and conditions set forth above.
I agree that any shares of common stock received by me hereunder will
not be sold or otherwise disposed of by me except in a manner in compliance
with applicable securities laws.
GRANTEE:
/s/ Xxx X. Xxxxxx, Xx.
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Print Name: Xxx X. Xxxxxx, Xx.
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APPENDIX A
1. For purposes of this Restricted Stock Award Agreement,
"Cause" shall mean any one of the following:
(i) the willful and continued failure of the Grantee to
substantially perform his or her duties with the Company or one of its
affiliates (other than any such failure resulting from incapacity due to
Disability, and specifically excluding any failure by the Grantee, after
reasonable efforts, to meet performance expectations), after a written demand
for substantial performance is delivered to the Grantee by the Board or the
Chief Executive Officer of the Company which specifically identifies the manner
in which the Board or Chief Executive Officer believes that the Grantee has not
substantially performed the Grantee's duties, or
(ii) the willful engaging by the Grantee in illegal
conduct or gross misconduct which is materially and demonstrably injurious to
the Company.
For purposes of this provision, no act or failure to act, on the part of the
Grantee, shall be considered "willful" unless it is done, or omitted to be
done, by the Grantee in bad faith or without reasonable belief that the
Grantee's action or omission was in the best interests of the Company. Any act,
or failure to act, based upon authority given pursuant to a resolution duly
adopted by the Board or upon the instructions of the Chief Executive Officer or
a senior officer of the Company or based upon the advice of counsel for the
Company shall be conclusively presumed to be done, or omitted to be done, by
the Grantee in good faith and in the best interests of the Company. The
cessation of employment of the Grantee shall not be deemed to be for Cause
unless and until there shall have been delivered to the Grantee a copy of a
resolution duly adopted by the affirmative vote of not less than three-quarters
of the entire membership of the Board at a meeting of the Board called and held
for such purpose (after reasonable notice is provided to the Grantee and the
Grantee is given an opportunity, together with counsel, to be heard before the
Board), finding that, in the good faith opinion of the Board, the Grantee is
guilty of the conduct described in subparagraph (i) or (ii) above, and
specifying the particulars thereof in detail.
2. For purposes of this Restricted Stock Award Agreement, "Good
Reason" shall mean any of the following:
(i) the assignment to the Grantee of any duties
inconsistent in any respect with the Grantee's position (including status,
offices, titles and reporting requirements), authority, duties or
responsibilities with the Company as in effect on the date hereof, or any other
action by the Company which results in a diminution in such position, authority
duties or responsibilities, excluding for this purpose an isolated,
insubstantial and inadvertent action not taken in bad faith and which is
remedied by the Company promptly after receipt of notice thereof given by the
Grantee;
(ii) any reduction in the Grantee's base salary as in
effect on the date hereof, or as subsequently increased;
(iii) the failure by the Company, without the Grantee's
consent, to pay to him any portion of his current compensation, except pursuant
to a compensation deferral elected by the Grantee, or to pay to the Grantee any
portion of an installment of deferred
compensation under any deferred compensation program of the Company within
thirty days of the date such compensation is due; other than an isolated,
insubstantial and inadvertent failure not occurring in bad faith and which is
remedied by the Company promptly after receipt of notice thereof given by the
Grantee;
(iv) the failure by the Company to continue in effect any
compensation plan (or substitute or alternative plan) in which the Grantee is
entitled to participate as of the date hereof which is material to the
Grantee's total compensation, including, but not limited to, the Company's
annual bonus plan and equity incentive plan, or the failure by the Company to
continue the Grantee's participation therein on a basis that is materially as
favorable both in terms of the amount of benefits provided and the level of the
Grantee's participation relative to other participants at the Grantee's grade
level;
(v) the failure by the Company to continue to provide
the Grantee with benefits substantially similar to those enjoyed by him under
the Company's pension and deferred compensation plans, if any, except as
required by law, and the life insurance, medical, health and accident, and
disability plans in which the Grantee is entitled to participate as of the date
hereof, or the taking of any action by the Company which would directly or
indirectly materially reduce any of such benefits or deprive the Grantee of any
material fringe benefit enjoyed by the Grantee as of the date hereof, or the
failure by the Company to provide the Grantee with the number of paid vacation
days to which the Grantee is entitled;
(vi) the relocation of the Company's principal executive
offices where the Grantee is working to a location more than 35 miles from the
location of such offices on the date of this Agreement, or the Company's
requiring the Grantee to be based anywhere other than the location of the
Company's principal offices where the Grantee is working on the date of this
Agreement except for required travel on the Company's business to an extent
substantially consistent with the Grantee's present business travel
obligations; or
(vii) the failure of the Company to obtain a satisfactory
agreement from any successor to assume and agree to perform this agreement.
The Grantee's right to terminate his employment pursuant to this
Agreement for Good Reason shall not be affected by the Grantee's inability to
satisfactorily perform the duties required by the Grantee's current job
description due to physical or mental limitations or illness. The Grantee's
continued employment shall not constitute consent to, or a waiver of rights
with respect to, any circumstance constituting Good Reason hereunder.
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