Exhibit 10.3
Stock Appreciation Rights
Agreement under
the DaVita Inc. 2002 Equity
Compensation Plan
- Board of
Directors
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Grantee:
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Sample
Example
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SSN:
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123-45-6789
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Address:
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1234 Any
Street
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Apt.
#A
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Any Town, US
12345
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Grant Date:
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January 1,
2008
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Base Shares Granted:
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12,000
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Base Price per Share:
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$55.0000
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Expiration Date:
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January 1,
2013
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Plan Name:
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2002 Equity
Compensation Plan
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Plan ID#:
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2002
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Vesting Schedule:
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100% after 1
year
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12,000 on
01/01/2009
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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.
This Stock Appreciation Rights
Agreement is dated as of January 1, 2008
(“Grant Date”) by and between DaVita Inc., a Delaware
corporation (“Company”) and Sample Example
(“Grantee”) pursuant to the Company’s 2002
Equity Compensation Plan (“Plan”). Capitalized
terms that are used but not defined in this document shall have the
meanings set forth in the Plan.
1. Grant of
SAR.
The Company hereby grants to the
Grantee the right (“SAR”) to receive with respect to
all or any portion of 12,000 shares (“ Base
Shares”) of the common stock of the Company (“Common
Stock”) a number of shares (“Gain Shares”) of
Common Stock with a Fair Market Value equal to the amount by which
the Fair Market Value applicable to one share of Common Stock on
the date on which the SAR is exercised exceeds a base price of
$50.0000 per share (“Base Price”).
2. Term of
SAR.
(a) This SAR shall be effective for
the period (“Term”) from the Grant Date shown above
through January 1, 2013 (“Expiration
Date”).
(b) This SAR shall expire and cease
to be exercisable on the earlier to occur of:
(i) the Expiration Date,
(ii) the date which is three
(3) months after the date on which the Grantee’s
membership on the Board of Directors of the Company terminates
unless such termination is the result of Grantee’s death (or
Grantee dies during the three (3) month period following the
termination of his or her membership on the Board of Directors of
the Company) or Grantee was disabled (within the meaning of
Section 22(e)(3) of the Code) at the time of such termination
of membership on the Board of Directors of the Company,
or
(iii) the date which is one
(1) year from the date of termination of Grantee’s
membership on the Board of Directors if such termination is the
result of Grantee’s death (or Grantee dies during the three
(3) month period following the termination of his or her
membership on the Board of Directors of the Company) or Grantee was
disabled (within the meaning of Section 22(e)(3) of the Code)
at the time of such termination of membership on the Board of
Directors.
3.
Exerciseability.
(a) The Base Shares subject to this
SAR shall become exerciseable (“vest”) on the dates
indicated under the Vesting Schedule above such that this SAR shall
be fully exerciseable on the last date listed on such table;
provided, however, that such vesting shall cease at the time
Grantee ceases to be a member of the Company’s Board of
Directors.
(b) These installments shall be
cumulative, so that this SAR may be exercised as to any or all of
the Base Shares covered by an installment at any time or times
after the installment becomes vested and until this SAR
terminates.
(c) The foregoing
notwithstanding, in the event that either (i) in connection
with a “Change of Control” (defined below), the
“Acquiror” (defined below) fails to assume, convert or
replace this Award, or (ii) your Board service is terminated
within the twenty-four (24) month period following a Change of
Control by the Company (or the Acquiror) other than for
“Cause” (defined below), then, in any such case, the
SAR shall automatically vest and become immediately exercisable in
its entirety, such vesting to be effective as of immediately prior
to the effective date of the Change of Control in the case of (i),
and as of the date of termination of the Grantee’s service in
the case of (ii).
A “Change of Control” is
defined herein as (i) any transaction or series of
transactions in which any person or group (within the meaning of
Rule 13d-5 under the Exchange Act and Sections 13(d) and 14(d)
under the Exchange Act) becomes the direct or indirect
“beneficial owner” (as defined in Rule 13d-3 under the
Exchange Act), by way of a stock issuance, tender offer, merger,
consolidation, other business combination or otherwise, of greater
than 50% of the total voting power (on a
fu
