HEALTH MANAGEMENT ASSOCIATES, INC. 1996 EXECUTIVE INCENTIVE COMPENSATION PLAN AWARD NOTICE AND NON-COMPETITION AGREEMENTNonCompetition Agreement |
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Exhibit 10.33
HEALTH MANAGEMENT ASSOCIATES, INC.
1996 EXECUTIVE INCENTIVE COMPENSATION PLAN
AWARD NOTICE AND NON-COMPETITION AGREEMENT
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| Type of Award: | Deferred Stock Award |
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1. Grant of Deferred Stock. This Award Notice and Non-Competition Agreement (the Award Notice) serves to notify you that the Compensation Committee (the Committee) of the Board of Directors of Health Management Associates, Inc. (HMA) hereby grants to you, under HMAs 1996 Executive Incentive Compensation Plan (the Plan), a deferred stock award (the Award), on the terms and conditions set forth in this Award Notice and the Plan, for the number of shares of HMAs Class A Common Stock, par value $.01 per share (the Common Stock) set forth above. The Plan is incorporated herein by reference and made a part of this Award Notice. A copy of the Plan is available from HMAs Human Resources Department upon request. You should review the terms of the Plan and this Award Notice carefully. The capitalized terms used and not defined in this Award Notice are defined in the Plan.
2. Vesting. Subject to the terms set forth in the Plan and this Award Notice, the Award will vest as follows: pro rata with respect to one-fourth of the shares subject to such Award on the first, second, third and fourth anniversaries of the Date of Grant, with any fractional share resulting from such proration vesting on the fourth anniversary. Unless the Committee determines otherwise, and except as set forth below, upon the termination of your employment with HMA or any subsidiary prior to the complete vesting of the Award, the unvested portion of the Award shall be forfeited as of the date of such termination. Notwithstanding the foregoing, (i) in the event your employment with HMA or any subsidiary terminates because of your retirement on or after the age of 62, the Award will continue to vest following the date of your retirement, in the manner and on the dates set forth above, and (ii) in the event your employment with HMA or any subsidiary terminates because of your death or total and permanent disability, the Award will continue to vest in the manner and on the dates set forth above for a period of 36 months after the date of such termination of employment, and any unvested portion of the Award at the conclusion of such 36 month period shall be forfeited. Notwithstanding any other provision of this Section 2, the unvested portion of the Award shall be forfeited on the day on which you breach any provision of Section 10.
3. Effect of Change In Control. Upon the occurrence of a Change In Control of HMA, your rights will be determined in accordance with Section 9 of the Plan.
4. Nature of Award. The Award will initially be evidenced by book-entry registration only, without the issuance of a certificate representing the shares of Common Stock underlying the Award. Until vested in accordance with Section 2, the Award constitutes the Companys unfunded and unsecured promise to issue shares of Common Stock to you on a future date.
5. Issuance of Shares. Subject to Section 9 of this Award Notice, upon the vesting of any shares of this Award pursuant to this Award Notice, HMA shall issue a certificate representing such vested shares of Common Stock as promptly as practicable following the date of vesting. The shares of Common Stock may be issued during your lifetime only to you, or after your death to your designated beneficiary, or, in the absence of such beneficiary, to your duly qualified personal representative.
6. Nonassignability. The Award and the shares of Common Stock underlying the Award may not, except as otherwise provided in the Plan, be sold, assigned, transferred, pledged, hypothecated, margined or otherwise encumbered in any way prior to the vesting of such shares, whether by operation of law or otherwise, except by will or the laws of descent and distribution. After vesting, the sale or other transfer of the shares of Common Stock shall be subject to applicable laws and regulations under the Securities Exchange Act of 1934, as amended.
7. Rights as a Stockholder; No Dividend Equivalents. Prior to the vesting of the shares of Common Stock awarded under this Award Notice, you will not have any of the rights of a stockholder with respect to the shares of Common Stock so awarded. Without limiting the foregoing, you will have no right to receive dividends, if any, as may be declared on such shares from time to time or the right to vote (in person or by proxy) such shares at any meeting of stockholders of HMA. No Dividend Equivalents (as that term is defined in the Plan) shall be paid with respect to the Common Stock underlying this Award.
8. Rights of HMA and Subsidiaries. This Award Notice does not affect the right of HMA or any of its subsidiaries to take any corp






