Exhibit
10.2
UNIVERSAL HEALTH SERVICES, INC.
2005 STOCK INCENTIVE PLAN
STOCK OPTION AGREEMENT
O PTION A GREEMENT ,
made as of the day of
, 200 , by and between U
NIVERSAL H EALTH S ERVICES ,
I NC ., a Delaware corporation (the
“Company”), and
, a non-employee director of the Company (the
“Optionee”), residing at
.
WITNESSETH
:
W HEREAS ,
pursuant to the Company’s 2005 Stock Incentive Plan (the
“Plan”), the Company desires to afford the Optionee an
opportunity to purchase shares of the Company’s Class B
Common Stock, par value $.01 per share (the “Common
Stock”), as hereinafter provided.
N OW ,
T HEREFORE , in consideration of the premises and of the
mutual promises hereinafter contained, the parties hereto agree as
follows:
1. Grant of Option .
The Company hereby grants to the Optionee an option (the
“Option”) to purchase all or any part of an aggregate
of
shares of Common Stock on the terms and conditions hereinafter set
forth. The Option is not intended to be an “incentive stock
option” within the meaning of Section 422 of the
Internal Revenue Code of 1986, as amended.
2. Exercise Price .
The purchase price of the shares of Common Stock covered by the
Option shall be $
per share, which is not less than one hundred percent
(100%) of the fair market value of a share of Common Stock on
the date of grant. Payment shall be made in the manner prescribed
in Paragraph 6 hereof.
3. Term of Option .
The term of the Option shall be for a period of five (5) years
from the date hereof, subject to earlier termination as provided in
Paragraph 5 hereof. The Option shall be exercisable by the Optionee
as follows: [(i) after the Option has been outstanding for
(from the date of grant), the Optionee may purchase
percent (
%) of the total shares subject to
the Option; (ii) after the Option has been outstanding for
, the Optionee may purchase up to
percent ( %) of the total shares
subject to the Option; (iii) after the Option has been
outstanding for
, the Optionee may purchase up to
percent ( %) of the total shares
subject to the Option; and (iv) after the Option has been
outstanding for
, the Optionee may exercise the Option as to any or all of the
shares subject thereto ] Notwithstanding the preceding
sentence, the Option shall immediately become fully exercisable
upon a Change in Control (as defined in the Plan) of the
Company.
4. Nontransferability
. The Option may not be assigned or transferred except upon the
Optionee’s death to a beneficiary designated by the Optionee
in a manner prescribed or approved for this purpose by the
Committee or, if no designated beneficiary shall survive the
Optionee, pursuant to the Optionee’s will or by the laws of
descent and distribution, and the Option may be exercised during
the Optionee’s lifetime on
