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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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Grantee: |
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Type of
Award: |
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Deferred Stock
Award
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Number of Shares: |
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Date of
Grant: |
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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 HMA’s 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 HMA’s 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
HMA’s 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 Company’s
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 corporate action
whatsoever, including without limitation its right to recapitalize,
reorganize or make other changes in its capital structure or
business, merge or consolidate, issue bonds, notes, shares of
Common Stock or other securities, including preferred stock, or
options therefore, dissolve or liquidate, or sell or transfer any
part of its assets or business.
9. Restrictions on
Issuance of Shares . If at any time HMA determines that the
listing, registration or quali
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