RESTRICTED STOCK AWARD AGREEMENT Community Health Systems, Inc. 2009 Stock Option and Award Plan
EXHIBIT 10.2
Community Health Systems, Inc.
2009 Stock Option and Award Plan
2009 Stock Option and Award Plan
THIS AGREEMENT between you and
Community Health Systems, Inc., a Delaware corporation (the
“Company”) governs an award of restricted stock in the amount and on the date specified in
your award notification (the “Grant Date”).
WHEREAS, the Company has adopted the
Community Health Systems, Inc. 2009 Stock Option and
Award Plan (the “Plan”) in order to provide additional incentive to certain employees and
directors of the Company and its Subsidiaries; and
WHEREAS, the Compensation Committee of
the Company’s Board of Directors (the “Committee”) has
determined to grant to you a number of Shares of the Company’s Restricted Stock as provided herein
to encourage your efforts toward the continuing success of the Company.
NOW, THEREFORE, the parties hereto
agree as follows:
1. Grant of Restricted Stock.
1.1 The Company hereby grants to you
an Award of Shares of Restricted Stock in the number set
out in an electronic notification by the Company’s stock option plan administrator, as may be
appointed from time to time (the “Plan Administrator”). The Shares of Restricted Stock granted
pursuant to this Award shall be issued in the form of a book entry of Shares in your name as soon
as reasonably practicable after the Date of Grant and shall be subject to your acknowledgement and
acceptance (or your estate, if applicable) of this agreement by electronic means to the Plan
Administrator as provided in Section 9 hereof, or as you have been otherwise instructed.
1.2 This Agreement shall be construed
in accordance and consistent with, and subject to, the
provisions of the Plan (the provisions of which are hereby incorporated by reference) and, except
as otherwise expressly set forth herein, the capitalized terms used in this Agreement shall have
the same definitions as set forth in the Plan.
2. Restrictions on Transfer.
The Shares of Restricted Stock issued
under this Agreement may not be sold, transferred or
otherwise disposed of and may not be pledged or otherwise hypothecated until all restrictions on
such Restricted Stock shall have lapsed in the manner provided in Section 3, 4 or 5 hereof.
3. Lapse of Restrictions Generally.
Except as provided in Sections 4,
5 and 6 hereof, one-third (1/3) of the number of Shares of
Restricted Stock issued hereunder (rounded up to the next whole Share, if necessary) shall vest,
and the restrictions with respect to such Restricted Stock shall lapse, on each of the first three
(3) anniversaries of the Date of Grant.
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4. Effect of Certain Terminations of Employment.
If your employment terminates as a
result of your death or Disability, in each case if such
termination occurs on or after the Date of Grant, all Shares of Restricted Stock which have not
become vested in accordance with Section 3 or 5 hereof shall vest, and the restrictions thereon
shall lapse as of the date of such termination. If your employment is terminated by your employer
for any reason other than for Cause, then the restrictions on the entire Award shall lapse on the
later of (i) the first anniversary of the Date of Grant or (ii) the date of your termination of
employment.
5. Effect of Change in Control.
In the event of a Change in Control of
the Company at any time on or after the Date of Grant,
all Shares of Restricted Stock which have not become vested in accordance with Section 3 or 4
hereof shall vest, and the restrictions thereon shall immediately lapse.
6. Forfeiture of Restricted Stock.
Upon the termination of your
employment by you, the Company or its Subsidiaries for any reason
other than those set forth in Section 4 hereof prior to such vesting, in addition to the
circumstance described in Section 9(a) hereof, any and all Shares of Restricted Stock which have
not become vested in accordance with Section 3, 4 or 5 hereof shall be forfeited and shall revert
to the Company.
7. Delivery of Restricted Stock.
7.1 Except as otherwise provided in
Section 7.2 hereof, evidence of a book entry of Shares or,
if requested by you prior to such lapse of restrictions, a stock certificate with respect to the
Shares of Restricted Stock for which the restrictions have lapsed pursuant to Section 3, 4 or 5
hereof, shall be delivered to you free of all restrictions thereon as soon as practicable following
the date on which the restrictions on such Shares of Restricted Stock have lapsed.
7.2 Evidence of the book entry of
Shares with respect to Shares of Restricted Stock whose
restrictions have lapsed upon your death pursuant to Section 4 hereof or, if requested by the
executors or administrators of your estate upon such lapse of restrictions, a stock certificate
with respect to such shares of Restricted Stock, shall be delivered to the executors or
administrators of your estate as soon as practicable following the Company’s receipt of
notification of your death, free of all restrictions hereunder. In the event of your death, all
references herein to “you” shall also include your executors, administrators, heirs or assigns.
8. Dividends and Voting Rights.
Subject to Section 9(a) hereof, upon
issuance of the Shares of Restricted Stock, you shall
have all of the rights of a stockholder with respect to such Shares, including the right to vote
the Shares and to receive all dividends or other distributions paid or made with respect thereto;
provided, however, that dividends or distributions declared or paid on the
Restricted Stock by the Company shall be deferred and reinvested in Shares of Restricted Stock
based on the Fair Market Value of a Share on the date such dividend or distribution is paid or made
(provided that no fractional Shares will be issued), and the additional Shares of Restricted
Stock thus acquired shall be subject to the same restrictions on transfer and forfeiture and the
same
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vesting schedule as the Restricted Stock in respect of which such dividends or distributions
were made.
9. Acknowledgement and Acceptance of Award Agreement.
(a) The Shares of Restricted
Stock granted to you pursuant to this Award shall be subject to
your acknowledgement and acceptance of the Award and the terms of this Agreement to the Company or
its Plan Administrator (including by electronic means, if so provided) no later than the earlier of
(i) 180 days from the Date of Grant and (ii) the date that is immediately prior to the date that
the Restricted Stock lapses pursuant to Section 4 or 5 hereof (the “Return Date”); provided
that if you die before your Return Date, this requirement shall be deemed to be satisfied if the
executor or administrator of your estate acknowledges and accepts this Agreement through the
Company or its Plan Administrator no later than ninety (90) days following your death (the
“Executor Return Date”). If this Agreement is not so acknowledged and accepted executed
and returned on or prior to your Return Date or the Executor Return Date, as applicable, the Award
of Shares of Restricted Stock evidenced by this Agreement shall be forfeited, and neither you nor
your heirs, executors, administrators or successors shall have any rights with respect thereto.
(b) If this Agreement is so
acknowledged and accepted and returned on or prior to your Return
Date or the Executor Return Date, as applicable, all dividends and other distributions paid or made
with respect to the Shares of Restricted Stock granted hereunder prior to such Return Date or
Executor Return Date shall be treated in the manner provided in Section 8 hereof.
10. No Right to Continued Employment.
Nothing in this Agreement or the Plan
shall interfere with or limit in any way the right of
the Company or its Subsidiaries to terminate your employment, nor confer upon you any right to
continuing employment by the Company or any of its Subsidiaries or continuing service as a Board
member.
11. Withholding of Taxes.
Prior to the delivery to you of a
stock certificate or evidence of the book entry of Shares
with respect to the Shares of Restricted Stock whose restrictions have lapsed, you shall pay to the
Company or the Company’s Plan Administrator, the federal, state and local income taxes and other
amounts as may be required by law to be withheld (the “Withholding Taxes”) with respect to
such Restricted Stock. By acknowledging and accepting this Agreement in the manner provided in
Section 9 hereof, you shall be deemed to elect to have the Company or the Plan Administrator
withhold a portion of such Restricted Stock having an aggregate Fair Market Value equal to the
Withholding Taxes in satisfaction thereof, such election to continue in effect until you notify the
Company or its Plan Administrator before such delivery that you shall satisfy such obligation in
cash, in which event the Company or the Plan Administrator shall not withhold a portion of such
Restricted Stock as otherwise provided in this Section 11.
12. You Are Bound by the Plan.
By acknowledging and accepting this
Award and the terms of this Agreement you hereby confirm
the availability and your review of a copy of the Plan and the Prospectus, and
other
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documents provided to you in connection with this award by the Company or its Plan
Administrator, and you agree to be bound by all the terms and provisions thereof.
13. Modification of Agreement.
This Agreement may be modified,
amended, suspended or terminated, and any terms or conditions
may be waived, but only by a written instrument executed by both parties hereto.
14. Severability.
Should any provision of this Agreement
be held by a court of competent jurisdiction to be
unenforceable or invalid for any reason, the remaining provisions of this Agreement shall not be
affected by such holding and shall continue in full force in accordance with their terms.
15. Governing Law.
The validity, interpretation,
construction and performance of this Agreement shall be governed
by the laws of the State of Delaware without giving effect to the conflicts of laws principles
thereof.
16. Successors in Interest.
This Agreement shall inure to the
benefit of and be binding upon any successor to the Company.
This Agreement shall inure to the benefit of your legal representatives. All obligations imposed
upon the Company and all rights granted to you under this Agreement shall be binding upon the
Company’s successors or assigns and upon your heirs, executors, administrators and successors.
17. Resolution of Disputes.
Any dispute or disagreement which may
arise under, or as a result of, or in any way relate to,
the interpretation, construction or application of this Agreement shall first be referred to the
Chief Executive Officer for informal resolution, and if necessary, referred to the Committee for
its determination. Any determination made hereunder shall be final, binding and conclusive on you,
your heirs, executors, administrators and successors, and the Company and its Subsidiaries for all
purposes.
18. Entire Agreement.
This Agreement and the terms and
conditions of the Plan constitute the entire understanding
between you and the Company and its Subsidiaries, and supersede all other agreements, whether
written or oral, with respect to the Award.
19. Headings.
The headings of this Agreement are
inserted for convenience only and do not constitute a part
of this Agreement.
20. Deemed Execution. On the date of your electronic acceptance of the terms of the Award
and this Agreement, this Agreement shall be deemed to have been executed and delivered by you and
the Company.
COMMUNITY HEALTH SYSTEMS, INC.
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