Exhibit 10.6
RESTRICTED STOCK AWARD AGREEMENT
Community Health Systems, Inc.
(Special Grant 7/25/07 to Certain Officers/Employees and
Non-employee Directors)
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-half (1/2) 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
two (2) anniversaries of the Date of Grant.
1
4.
Effect of Certain Terminations of Employment; Effect of Certain
Terminations of Service.
4.1 Employee Grantees . If
your employment terminates as a result of your death, Disability,
or by your employer for any reason other than for Cause, 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.
4.2 Non-employee Member of the
Board of Director Grantees. If your service as a member of the
Board of Directors terminates as a result of your death,
Disability, or for any reason other than for Cause, 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.
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 (y) in the case of an employee-grantee, 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, and (z) in the
case of a non-employee member of the Board of Directors, upon the
termination of your service as a member of the Board of Directors
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 share
