Attached files
file | filename |
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10-K - FORM 10-K - SELECT MEDICAL HOLDINGS CORP | w77708e10vk.htm |
EX-12 - EX-12 - SELECT MEDICAL HOLDINGS CORP | w77708exv12.htm |
EX-23 - EX-23 - SELECT MEDICAL HOLDINGS CORP | w77708exv23.htm |
EX-21.1 - EX-21.1 - SELECT MEDICAL HOLDINGS CORP | w77708exv21w1.htm |
EX-31.1 - EX-31.1 - SELECT MEDICAL HOLDINGS CORP | w77708exv31w1.htm |
EX-32.1 - EX-32.1 - SELECT MEDICAL HOLDINGS CORP | w77708exv32w1.htm |
EX-31.2 - EX-31.2 - SELECT MEDICAL HOLDINGS CORP | w77708exv31w2.htm |
EXHIBIT 10.119
SELECT MEDICAL HOLDINGS CORPORATION
RESTRICTED STOCK AWARD AGREEMENT
UNDER THE 2005 EQUITY INCENTIVE PLAN
RESTRICTED STOCK AWARD AGREEMENT
UNDER THE 2005 EQUITY INCENTIVE PLAN
This Restricted Stock Award Agreement (this Agreement) is made as of
__________________ (the Grant Date), between Select Medical Holdings Corporation, a
Delaware corporation (the Company), and __________________, an individual (the
Participant).
WHEREAS, the Company has adopted the 2005 Equity Incentive Plan, amended and restated as of
August 12, 2009 (the Plan), all of the terms and provisions of which are incorporated
herein by reference and made a part hereof;
WHEREAS, the Company or a Subsidiary thereof has retained the Participant to provide valuable
services to the Company or its Subsidiaries;
WHEREAS, in order to provide an incentive to the Participant in respect of the Participants
employment with the Company or its Subsidiaries, the Company has approved and authorized the
issuance of certain shares of the Common Stock of the Company, par value $.001 per share (the
Stock), to the Participant, subject to the terms of the Plan and this Agreement; and
WHEREAS, all capitalized terms used but not defined herein shall have the meanings set forth
in the Plan.
NOW, THEREFORE, in consideration of the services to be rendered by the Participant, and other
good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the
Company and the Participant agree to the terms and conditions set forth herein.
1. Award of Restricted Stock. The Company hereby awards and issues to the
Participant, effective as of the Grant Date, _________ shares of Stock (the
Restricted Stock).
2. Vesting. Subject to Section 4 below and the other provisions of this Agreement, all
of the shares of Restricted Stock shall vest on _____________________, the fourth anniversary
of the Grant Date (the Vesting Date). The period beginning on the date hereof through and
including the Vesting Date shall be referred to herein as the Restricted Period.
3. Transferability. Shares of Restricted Stock which have not vested may not be sold,
assigned, transferred, pledged, or otherwise disposed of under any circumstances during the
Restricted Period, except that such shares may be transferred to a Permitted Transferee who agrees
in writing (in a form satisfactory to the Company and its counsel) to be bound by this Agreement to
the same extent as the Participant. The Restricted Stock shall not be subject to execution,
attachment or similar process during the Restricted Period. Upon any attempt to transfer, assign,
pledge, or otherwise dispose of the Restricted Stock during the Restricted Period contrary to the
provisions of the Plan or this Agreement, or upon the levy of any attachment or similar process
upon the Restricted Stock during the Restricted Period, the Restricted Stock shall immediately be
forfeited to the Company and cease to be outstanding.
4. Forfeiture of Restricted Stock. The Restricted Stock shall immediately be
forfeited to the Company and cease to be outstanding upon the termination of the Participants
full-time employment with the Company or its Subsidiaries prior to the Vesting Date for any reason
other than an Exception Event (as hereinafter defined). For purposes hereof, an Exception Event
shall arise if the Participant dies, becomes Disabled (as defined in the Plan) or is terminated
following the occurrence of a Change of Control (as defined in the Plan). If an Exception Event
occurs prior to the Vesting Date, a pro rata share of the Restricted Stock (based on the date of
the Exception Event) will vest. For example, if the Participant dies on the second anniversary of
the Grant Date, then one half of the Restricted Stock will vest in favor of the Participants
estate and the other one half of the Restricted Stock will be forfeited to the Company and cease to
be outstanding. The Participant acknowledges that neither the Participant nor the Participants
estate will have any claim whatsoever against the Company or any Subsidiary related to any
forfeiture of the Restricted Stock.
5. Certain Tax Matters. The Participant expressly acknowledges that vesting of the
Restricted Stock, and the future payment of dividends with respect to the Restricted Stock, may
give rise to wages subject to withholding. The Participant expressly acknowledges and agrees
that the Participants rights hereunder are subject to the Participants promptly paying to the
Company in cash, or by the delivery of shares of the Restricted Stock acquired hereunder, all taxes
required to be withheld in connection with such vesting or payment. If vesting occurs as the
result of an Exception Event, then the Company may, without the consent of the Participant or the
Participants estate, use some of the Participants shares acquired hereunder to satisfy the
Participants tax withholding obligations.
6. Plan Governing. The Participant hereby acknowledges receipt of a copy of the Plan
and accepts and agrees to be bound by all of the terms and conditions of the Plan as if set out
verbatim in this Agreement. In the event of a conflict between the terms of the Plan and the terms
of this Agreement, the terms of the Plan shall control.
7. Miscellaneous. This Agreement may be amended only by written agreement of the
Participant and the Company and may be amended without the consent of any other person. The
provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto
and their respective successors, representatives, heirs, descendants, distributees and permitted
assigns. This Agreement may be executed in any number of counterparts, each of which shall be an
original, with the same effect as if the signatures thereto and hereto were upon the same
instrument.
IN WITNESS WHEREOF, the parties have executed this Agreement effective as of the Grant Date.
SELECT MEDICAL HOLDINGS CORPORATION | The Participant: | ||||
By: |
|||||
Robert A. Ortenzio, | |||||
Chief Executive Officer |