RESTRICTED STOCK AWARD
AGREEMENT
Community Health Systems,
Inc.
THIS AGREEMENT
between you and Community Health Systems, Inc., a Delaware
corporation (the “ Company ”) governs an award
of restricted stock in the amount and on the date specified in your
award notification (the “Grant Date”).
WHEREAS, the
Company has adopted the Community Health Systems, Inc. Amended and
Restated 2000 Stock Option and Award Plan (the “ Plan
”) in order to provide additional incentive to certain
employees and directors of the Company and its Subsidiaries;
and
WHEREAS, the
Committee has determined to grant to you an Award of Restricted
Stock as provided herein to encourage your efforts toward the
continuing success of the Company.
NOW, THEREFORE,
the parties hereto agree as follows:
1. Grant of
Restricted Stock.
1.1 The Company
hereby grants to you an award of Shares of Restricted Stock (the
“ Award ”) in the number set out in an
electronic notification by the Company’s stock option plan
administrator, as may be appointed from time to time (the
“Plan Administrator”). The Shares of Restricted Stock
granted pursuant to the Award shall be issued in the form of book
entry Shares in your name as soon as reasonably practicable after
the Date of Grant and shall be subject to your acknowledgement and
acceptance (or your estate, if applicable) of this agreement by
electronic means to the Plan Administrator as provided in
Section 9 hereof, or as you have been otherwise
instructed.
1.2 This Agreement
shall be construed in accordance and consistent with, and subject
to, the provisions of the Plan (the provisions of which are hereby
incorporated by reference) and, except as otherwise expressly set
forth herein, the capitalized terms used in this Agreement shall
have the same definitions as set forth in the Plan.
2.
Restrictions on Transfer.
The Shares of
Restricted Stock issued under this Agreement may not be sold,
transferred or otherwise disposed of and may not be pledged or
otherwise hypothecated until all restrictions on such Restricted
Stock shall have lapsed in the manner provided in Section 3, 4
or 5 hereof.
3. Lapse of
Restrictions Generally.
Except as provided
in Sections 4, 5 and 6 hereof, one-third (1/3) of the number
of Shares of Restricted Stock issued hereunder (rounded up to the
next whole Share, if necessary) shall vest, and the restrictions
with respect to such Restricted Stock shall lapse, on each of the
first three (3) anniversaries of the Date of Grant.
4. Effect of
Certain Terminations of Employment.
If your employment
terminates as a result of your death or Disability, in each case if
such termination occurs on or after the Date of Grant, all Shares
of Restricted Stock which have not become vested in accordance with
Section 3 or 5 hereof shall vest, and the restrictions on such
Restricted Stock shall lapse, as of the date of such termination.
If your employment is terminated by your employer for any reason
other than for Cause, then the restrictions on the entire Award
shall lapse on the later of the first anniversary date of the Date
of Grant and the date of your termination of employment.
5. Effect of
Change in Control.
In the event of a
Change in Control at any time on or after the Date of Grant, all
Shares of Restricted Stock which have not become vested in
accordance with Section 3 or 4 hereof shall vest, and the
restrictions on such Restricted Stock shall lapse,
immediately.
6.
Forfeiture of Restricted Stock.
In addition to the
circumstance described in Section 9(a) hereof, any and all Shares
of Restricted Stock which have not become vested in accordance with
Section 3, 4 or 5 hereof shall be forfeited and shall revert
to the Company upon the termination by you, the Company or its
Subsidiaries of your employment for any reason other than those set
forth in Section 4 hereof prior to such vesting.
7. Delivery
of Restricted Stock.
7.1 Except as
otherwise provided in Section 7.2 hereof, evidence of book
entry Shares or, if requested by you prior to such lapse of
restrictions, a stock certificate with respect to shares of
Restricted Stock for which the restrictions have lapsed pursuant to
Section 3, 4 or 5 hereof, shall be delivered to you as soon as
practicable following the date on which the restrictions on such
Restricted Stock have lapsed, free of all restrictions
hereunder.
7.2 Evidence of
book entry Shares with respect to shares of Restricted Stock whose
restrictions have lapsed upon your death pursuant to
Secti
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