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EXHIBIT 10.12
LIFEPOINT HOSPITALS, INC.
EXECUTIVE STOCK PURCHASE PLAN
FORM OF SHARE PURCHASE LOAN AND NOTE AGREEMENT
This Share Purchase Loan and Note Agreement (the "Agreement"), dated
______________ is by and between _______________________________ (the
"Participant") and LIFEPOINT HOSPITALS, INC., a Delaware corporation (the
"Corporation") (together sometimes referred to herein as the "Parties"). This
Agreement is pursuant to the terms of the Corporation's Executive Stock Purchase
Plan (the "Plan"). The applicable terms of the Plan are incorporated herein by
reference, including the definitions of terms contained in the Plan.
WHEREAS, the Corporation has agreed to make a Share Purchase Loan to
Participant of $____________ (the "Principal"), contingent upon the execution of
this Agreement.
NOW, THEREFORE, in consideration of the mutual agreements and covenants
contained herein, Participant and the Corporation hereby agree as follows:
1. PARTICIPANT'S PROMISE TO PAY
In return for the Share Purchase Loan, Participant promises to repay
the Principal, Accrued Interest and any additional interest due thereon to the
Corporation upon the Share Purchase Loan's maturity.
2. THE SHARE PURCHASE LOAN'S MATURITY
The Share Purchase Loan shall mature upon the earlier of (i) the fifth
anniversary of the Share Purchase Date, (ii) termnination of Participant's
employment for any reason or (iii) bankruptcy of Participant (the "Repayment
Date"). Within 120 days following the Repayment Date, Participant shall pay the
Corporation the full amount remaining due on the Share Purchase Loan' including
all unpaid Accrued Interest.
3. INTEREST
a. Accrued Interest. Accrued Interest shall be payable only upon
maturity or upon prepayment of the Share Purchase Loan (as provided within
Section 4 hereof) at a rate of ____%, compounded semi-annually.
b. Additional Interest. In the event Participant's employment
terminates for Cause or Participant voluntarily terminates employment (other
than for Good Reason) prior to ____________________ , or if earlier, the date of
a Change in Control, in addition to any amounts due in repayment of the amount
of the related Share Purchase Loan and Accrued Interest, Participant shall pay
the Corporation an amount equal to the additional interest that would have been
payable in respect of the Share Purchase Loan, if the regular interest rate on
such Share Purchase Loan had been 7.75% (the prime rate in effect on the Share
Purchase Date), and interest thereon at such rate to the actual date of payment.
4. PREPAYMENT
a. Mandatory Prepayment. Any cash dividends received on the Purchased
Shares prior to payment of the full amount due on the Share Purchase Loan
(including Accrued Interest), net of assumed Federal, State and Local income
taxes (as reasonably determined by the Participant based upon the highest
marginal tax rates then applicable income tax laws to which the Participant is
subject), shall be used to prepay the Share Purchase Loan. Prepayments shall be
applied first to Accrued interest then to Principal.
b. Voluntary Prepayment. The Share Purchase Loan may be prepaid in
whole or in part, at any time without penalty. Prepayments shall be applied
first to Accrued Interest then to Principal. Notwithstanding the transfer
restrictions imposed under the Plan with respect to Purchased Shares, at any
time following the earlier of (i)
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May 11, 2001, or (ii) a Change in Control, the Purchased Shares may, at the
Participant's election be sold to prepay the loan, in whole or in part, in
addition to any transaction costs incurred by the Participant to effect such
sale and all taxes resulting with respect to such sale (as reasonably determined
by the Participant based upon the highest marginal tax rates then applicable
income tax laws to which the Participant is subject).
c. Effect of Partial Prepayment. A partial prepayment shall not cause
any change in the Share Purchase Loan's maturity date or in the amount of any
future payment unless the Corporation agrees in writing to such changes;
provided however, that no further payments shall be due if the Principal and any
Accrued Interest under this Agreement is fully repaid (except to the extent that
additional interest becomes due under Section 3 hereof).
5. PARTICIPANT'S FAILURE TO PAY
a. Default. If Participant does not pay the full amount owed under this
Agreement on the date it is due, Participant will be in default.
b. No Waiver By Corporation. Even if at a time when Participant is in
default, the Corporation does not require Participant to pay immediately the
full amount owed under this Agreement, the Corporation will still have the right
to do so if Participant remains in default.
c. Payment of Corporation's Costs and Expenses. If Participant does not
immediately pay the full amount owed under this Agreement the Corporation will
have the right to be reimbursed by Participant for all of the costs and expenses
incurred by the Corporation in enforcing this Agreement to the extent not
prohibited by applicable law, including (without limitation) reasonable
attorneys' fees.
6. THE CORPORATION'S SECURITY INTEREST
Participant agrees that the Share Purchase Loan shall be secured by the
related Purchased Shares and that if thc Participant enters into multiple Share
Purchase Loans each such loan shall be secured by all Purchased Shares to which
such loan relates. Upon a default by Participant as determined under Section 5
hereof the Corporation may, in its sole discretion, sell such Purchased Shares
and apply the proceeds of such sale towards the repayment of all amounts due on
the Share Purchase Loan. Amounts applied pursuant to this Section shall reduce
the remaining amount due on the Share Purchase Loan, but shall not limit or
waive the Corporation's right to obtain payment of the Agreement in full by any
legal means.
7. GIVING OF NOTICES
Unless applicable law requires a different method any notice that must
be given to Participant under this Agreement shall be given by delivering it or
by mailing it by first class mail to Participant at the following address:
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or at a different address if Participant gives the
Corporation notice of such other address.
Any notice that must be given to the Corporation under this Agreement
shall be given by mailing it first class mail to the Corporation at the
following address:
LifePoint Hospitals, Inc.
Attention: General Counsel
0000 Xxxxxxx Xxxx
Xxxxxxxxx, Xxxxxxxxx 00000
or at a DIFFERENT ADDRESS IF PARTICIPANT IS GIVEN NOTICE OF SUCH OTHER ADDRESS.
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8. WAIVERS
The Participant and any other person who has obligations under this
Agreement waiver[s] the rights of presentment and notice of dishonor.
"Presentment" means the right to require the Corporation to demand payment of
amounts due. "Notice of dishonor" means the right to require the Corporation to
give notice to other persons that amounts due have not been paid.
9. ARBITRATION
In the event a controversy develops as to the interpretation and/or
enforceability of this Agreement, Participant and the Corporation agree to have
such controversy submitted to final binding arbitration by a single arbitrator
in accordance with the rules and procedure of the American Arbitration
Association with the finding of such arbitrator to be final and binding as to
both Parties.
10. MISCELLANEOUS
This Agreement (i) shall be construed and enforced in accordance with
the laws of the State of Delaware without giving effect to the choice of law
principles thereof, (ii) shall constitute the entire agreement between the
Parties with respect to the subject matter hereof, and (iii) shall not be
amended or modified except by mutual consent of the Parties. In the event that
any part of the Agreement is invalid under existing law. the remainder of the
Agreement shall survive and be binding upon the Parties as if such invalid part
were not included.
LIFEPOINT HOSPITALS, INC. PARTICIPANT
BY:
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NAME:
TITLE:
