EXHIBIT 10.4
CONFIDENTIAL
TREATMENT REQUESTED
REDACTED
VERSION—CONFIDENTIAL INFORMATION OMITED MARKED WITH
[*]
PERFORMANCE AWARD AGREEMENT UNDER
THE
DYNACQ HEALTHCARE, INC. YEAR-2000
STOCK INCENTIVE PLAN
THIS AWARD AGREEMENT
is made and entered into as of
July 25, 2008 (the “Date of Grant” ), by
and between Dynacq Healthcare, Inc. (the
“Company” ), and ****** (
“Grantee” ). To the extent not specifically
defined in this Award Agreement, all capitalized terms used in this
Award Agreement will have the same meanings ascribed to them in the
Plan.
BACKGROUND
A. The Board
has adopted, and the Company’s shareholders have approved,
the Dynacq Healthcare, Inc. Year-2000 Stock Incentive Plan (the
“Plan” ), pursuant to which Performance Share
incentive awards may be granted to Grantees of the Company and its
Subsidiaries and certain other individuals.
B. The
Company or one of its Subsidiaries has agreed to employ the Grantee
and, as an inducement to Grantee accepting such employment, has
agreed to grant to Grantee a Performance Award under the terms of
the Plan.
C. Grantee
has agreed to accept such employment and the grant of the
Performance Award under the terms of the Plan and as contained
herein.
D. Pursuant
to the Plan, the Company and Grantee agree as follows:
AGREEMENT
1. Grant
of Award. The Company
hereby grants to Grantee a Performance Award of up to 1,000,000
Performance Shares, based on the Performance Objectives and subject
to the terms, conditions, and adjustments set forth in this Award
Agreement. The Performance Award will be equal to
*******************. The Committee or its designee shall certify in
writing that these Performance Objectives have been met prior to
the payment of the Performance Award to Grantee.
2. Payment
of Award. The Performance
Award shall be paid exclusively in Performance Shares, to be paid
to Grantee each fiscal quarter during the Performance Cycle. The
number of Performance Shares to be paid to Grantee shall be
determined by dividing the Performance Award for such quarter by
$3.74, which represents the Fair Market Value of a share of Company
Common Stock on the Date of Grant. Subject to early termination of
this Award Agreement pursuant to the terms hereof, as soon as
practicable but in no event later than 90 days following the end of
each fiscal quarter during the Performance Cycle and during the
fiscal quarter following the end of such Performance Cycle, the
Company will deliver to Grantee one share of Company Common Stock
for each Performance Share earned under this Award Agreement for
such period. Any fractional share amount shall be rounded down to
the nearest
CONFIDENTIAL
TREATMENT REQUESTED
REDACTED
VERSION—CONFIDENTIAL INFORMATION OMITED MARKED WITH
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EXHIBIT 10.4
whole share. A portion of the
Performance Award may be withheld to satisfy the payment of taxes
if required by law. The Committee shall cause stock certificates to
be delivered to the Grantee with respect to such Performance
Shares, free of restrictions on transfer.
3. Award
Subject to Plan. This
Award is granted under, and is expressly subject to, the terms and
provisions of the Plan, as amended from time to time, which terms
are incorporated herein by reference, and this Award
Agreement.
4. Performance
Cycle . The Performance
Cycle for this Award shall begin on the Date of Grant and end on
the earlier to occur of (i) ten (10) years af
