DIRECTOR PHANTOM STOCK AWARD
AGREEMENT
Community Health Systems,
Inc.
THIS AGREEMENT
between the Grantee and Community Health Systems, Inc., a Delaware
corporation (the “ Company ”), governs an Award
of Phantom Stock in the amount and on the date specified in the
Grantee’s award notification (the “ Grant Date
”);
WHEREAS, the
Company has adopted the Community Health Systems, Inc. Amended and
Restated 2000 Stock Option and Award Plan (the “ Plan
”) in order to provide additional incentive to certain
employees and directors of the Company and its
Subsidiaries;
WHEREAS,
Section 10.2 of the Plan provides for grants of shares of
Phantom Stock to Eligible Individuals; and
WHEREAS, the
Compensation Committee of the Board of Directors has approved this
form of Agreement.
NOW, THEREFORE,
the parties hereto agree as follows:
1. Grant of
Phantom Stock.
The Company
hereby grants to the Grantee an award of Phantom Stock (the “
Award ”) in respect of the number of Shares set out in
an electronic notification by the Company’s stock option plan
administrator (the “ Plan Administrator
”).
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.
Except as provided
in Sections 3 and 4 hereof, the Award shall vest in respect of
one-third (1/3) of the Shares subject to the Award (rounded up to
the next whole Share, if necessary), on each of the first three
(3) anniversaries of the Date of Grant.
3. Effect of
Certain Terminations of Service .
If the
Grantee’s service as a member of the Board of Directors
terminates as a result of his or her death, Disability, or for any
reason other than for Cause, in each case if such termination
occurs on or after the Date of Grant, the Award shall become vested
in respect of all Shares as to which it had not previously become
vested pursuant to Section 2 or 4 hereof as of the date of
such termination.
4. Effect of
Change in Control.
In the event that
a Change in Control which also constitutes a change in control or
effective control of the Company or a change in the ownership of a
substantial portion of its assets, in each case within the meaning
of Section 409A of the Code and the regulations and
interpretive guidance issued thereunder (a “
Section 409A Change in Control ”) occurs at any
time on or after the Date of Grant and prior to the Grantee’s
termination of service as a member of the Board of Directors, the
Award shall become vested in respect of all Shares as to which it
had not previously become vested pursuant to Section 2 hereof
as of the date of such Section 409A Change in
Control.
1
Except as
otherwise provided in this Section 5, a stock certificate (or
other electronic indicia of ownership) with respect to Shares as to
which the Award has become vested pursuant to Section 2, 3 or
4 hereof shall be delivered to the Grantee as soon as practicable
following the date on which the Award or portion thereof has become
vested.
Upon the
Grantee’s death, a stock certificate (or other electronic
indicia of ownership) for the Shares with respect to which the
Award or portion thereof has become vested by reason of the
Grantee’s death pursuant to Section 3 hereof, shall be
delivered to the executors or administrators of the Grantee’s
estate as soon as practicable following the Company’s or the
Company’s Plan Administrator’s receipt of notification
of the
