LifePoint Hospitals,
Inc.
Outside Directors Stock
and Incentive Compensation Plan
Deferred Restricted Stock Award
Agreement
GRANT NUMBER
This Agreement is made and
entered into by and between LifePoint Hospitals, Inc. (the
“Company”) and ______ (the “Participant”),
in connection with an award under the LifePoint Hospitals, Inc.
Outside Directors Stock and Incentive Compensation Plan (the
“Plan”) that was made on ____________, 20___ (the
“Date of Grant”).
The Company
established the Plan for the purpose of encouraging its outside
directors to acquire the common stock of the Company (“Common
Stock”). The Participant is a director of the Company and is
not employed by the Company or one of its Subsidiaries. In
consideration of the foregoing, the Participant has been awarded
the right to receive shares of Restricted Stock on a deferred date,
described as the Realization Date herein, subject to the terms and
conditions set forth in this Agreement and in the Plan.
1.
Award . The Participant shall receive on the
“Realization Date” (as defined herein) ______ vested
shares of Restricted Stock, subject to adjustment as provided in
Section 10 of the Plan. These shares will not be issued or
outstanding prior to the Realization Date but will be credited to a
bookkeeping account that is established by the Company in the name
of the Participant. If this award becomes vested, as described in
Paragraph 1(a), a number of shares of Common Stock equal to
the number of shares credited to such account will be transferred
to the Participant on the Realization Date.
(a)
Vesting. This award will be fully vested and no longer
subject to forfeiture upon the soonest of any of the following
conditions to occur: (i) six months and one day from the Date
of Grant, (ii) the death or Disability of the Participant, or
(iii) events described in Section 9 of the Plan in
connection with a change in the control of the Company; provided,
however, if the Participant ceases to be a member of the Board
prior to the satisfaction of any such condition for vesting, this
award shall be immediately forfeited.
(b) Realization
Date. The Participant’s right to receive Common Stock
under the Restricted Stock award is deferred until the Realization
Date. The Realization Date for purposes of this award is the first
business day following the soonest of (i) the third
anniversary of the Date of Grant, or (ii) the date the
Participant ceases to be a member of the Board.
(c) Dividend
Equivalents. The shares credited to the Participant’s
account prior to the Realization Date will be credited with
dividend equivalents at the time of any payment of dividends on
Shares to stockholders. The amount of any such dividend equivalents
shall equal the amount that would have been payable to the
Participant as a stockholder in respect of a number of Shares equal
to the number of shares then credited to him. Any such dividend
equivalents shall be credited to the Participant’s account
described in this Paragraph 1 as of the date on which such
dividend would have been payable and shall be converted into the
vested right to receive additional shares of
Common Stock on
the Realization Date based upon the Fair Market Value of a Share on
the date of such crediting.
2.
Transfer of Award . Except for transfers pursuant to a will
or the laws of descent and distribution, neither this award nor the
Restricted Stock covered hereby is transferable, and the
Participant may not make any disposition of the award or the shares
of Common Stock described herein, or any interest herein, prior to
the date that such shares become vested in accordance with
Paragraph 1. As used herein, “disposition” means
any sale, transfer, encumbrance, gift, donation, ass
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