Exhibit 10.4
Restricted Stock Units Award
under
the DaVita Inc. 2002 Equity
Compensation Plan
- Board of
Directors
Sample Example
1234 Any Street
Apt. # A
Any Town, US 12345
SSN: 123-45-6789
In recognition of your service to
the Board of Directors of DaVita Inc., you have been granted this
award (the “Award”) of restricted stock units
(“Restricted Stock Units” or “Units”) under
DaVita’s 2002 Equity Compensation Plan (the
“Plan”). This Award represents your right to
receive shares of common stock of DaVita Inc. (the
“Company”), subject to your fulfillment of the
conditions set forth in this agreement (the
“Agreement”). Your Award is fully vested upon grant for
Board service performed through the Award Date shown below.
However, your receipt of the shares underlying this award is
automatically irrevocably deferred until the date(s) set forth in
the Share Issuance Schedule shown below.
The terms of your Award are as set
forth in this Agreement and in the Plan. The Plan is incorporated
into this Agreement by reference, which means that this Agreement
is limited by and subject to the terms of the Plan. In the event of
a conflict between the terms of this Agreement and the terms of the
Plan, the terms of the Plan will control. Capitalized terms that
are used here but that are not defined in this Agreement have the
meanings given to them in the Plan. The most important terms of the
Award are summarized as follows:
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1. Award Date:
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December 31, 2007
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2. Number of Units:
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100
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3. Share Issuance Schedule:
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100 on
12/31/2008
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The terms set forth above,
together with the terms and conditions attached, constitute one
agreement.
Note: Please mark and initial any
correction to the Name, SSN and/or Address shown on this page
before returning a signed copy of this agreement to the Stock Plan
Administrator.
4. Stock Issuance
Pursuant to Restricted Stock Units. Upon each date in the Share
Issuance Schedule shown above, (each, an “Issuance
Date”), a number of shares of Common Stock (the
“Shares”) equal to the number of Units shown for such
date in the Share Issuance Schedule will become issuable to you. On
or soon after the Issuance Date, but in no event later than the
15 th day of the third calendar month
following the Share Issuance Date, the Company will issue the
Shares to you.
5. Termination of
Service. In the event you
die prior to an Issuance Date, the Company will issue the Shares
for any Units that remain unissued at that time to your
estate.
6. Assignment.
Your interest in this Award may not
be assigned or alienated, whether voluntarily or
involuntarily.
7. Amendments.
This Award may be amended only by
means of a written document signed by both you and the
Company.
8. Right to Shares.
You will not have rights to any
dividends on or voting rights with respect to the Shares subject to
your Award until the Shares are actually issued to you.
9. Change of Control of the
Company. Under certain
circumstances, if the Company undergoes a Change of Control, as
defined in Exhibit A, all Shares subject to your Award will become
immediately issuable to you. The specific rules regarding the
circumstances in which Share issuance would be accelerated are
contained in an exhibit to this Agreement.
10. Confidentiality.
You shall not at any time disclose
or use for your direct or indirect personal benefit or purposes or
for the benefit or purposes of any person, firm, partnership, joint
venture, association, corporation, or other business organization,
entity or enterprise other than the Company or any of its
subsidiaries or affiliates (whether during or after the termination
of your membership on the Board of Directors of the Company), any
trade secret, information, data or other confidential information
relating to customers, development programs, cost
