Exhibit 10.4
RESTRICTED STOCK AWARD AGREEMENT
FOR DIRECTORS
Triad Hospitals,
Inc.
Amended and Restated Long-Term
Incentive Plan
This RESTRICTED STOCK AWARD
AGREEMENT (this “Agreement”) made as of this
day of
, 20 , between Triad Hospitals,
Inc., a Delaware corporation (the “Company”), and
(the “Participant”), is made pursuant to the terms of
the Triad Hospitals, Inc. Amended and Restated Long-Term Incentive
Plan (the “Plan”). Capitalized terms used herein but
not defined shall have the meanings set forth in the
Plan.
Section 1 . Restricted Stock Award . The Company
grants to the Participant, on the terms and conditions hereinafter
set forth, a restricted stock award with respect to
[•] shares (the “Restricted Shares”) of
the common stock of the Company, par value $.01 per share (the
“Common Stock”), effective as of the date hereof (the
“Date of Grant”).
Section 2 . Vesting of Award .
(a) Vesting Schedule . The
Restricted Shares shall become fully vested and nonforfeitable
based on the continued Service of the Participant as a member of
the Board on the first anniversary of the Date of Grant.
(b) Acceleration Events .
Notwithstanding the foregoing, upon the occurrence of a Change in
Control of the Company while the Participant remains in continued
Service, or if the Participant’s continued Service is
terminated as a result of death or Disability, the transfer
restrictions and forfeiture conditions imposed hereunder on any
Restricted Shares shall immediately lapse and all such unvested
shares shall become fully vested.
Section 3 . Termination of Service . Except as
provided in Section 2(b) hereof, if the Participant’s
continued Service is terminated prior to the occurrence of any
otherwise applicable vesting date provided in Section 2 hereof, the
Participant shall (i) forfeit the Participant’s interest in
the Restricted Shares that have not yet become vested, (ii) assign,
transfer, and deliver any certificates evidencing ownership of such
shares to the Company, and (iii) cease for all purposes to be a
stockholder with respect to such shares.
Section 4 . Rights as a Stockholder . Subject to
the otherwise applicable provisions of this Agreement, the
Participant will have all rights of a stockholder with respect to
the Restricted Shares granted to the Participant hereunder,
including the right to vote the shares and receive all dividends
and other distributions paid or made with respect
thereto.
Section 5 . Restrictions on Transfer . Neither this
Agreement nor any Restricted Shares covered hereby may be sold,
assigned, transferred, encumbered, hypothecated or pledged by the
Participant, otherwise than to the Company, unless as of the date
of any such sale, assignment, transfer, encumbrance, hypothecation
or pledge, such Restricted Shares to be thus disposed of have
become vested in accordance with Section 2 hereof. The certificate
or certificates representing
shares delivered pursuant to this Agreement
shall bear a legend referring to the nontransferability or
assignability of such shares pursua
