Attached files
| file | filename |
|---|---|
| EX-99.4 - EXHIBIT 99.4 - U S PHYSICAL THERAPY INC /NV | brhc10022050_ex99-4.htm |
| EX-99.2 - EXHIBIT 99.2 - U S PHYSICAL THERAPY INC /NV | brhc10022050_ex99-2.htm |
| EX-99.1 - EXHIBIT 99.1 - U S PHYSICAL THERAPY INC /NV | brhc10022050_ex99-1.htm |
| 8-K - 8-K - U S PHYSICAL THERAPY INC /NV | brhc10022050_8k.htm |
Exhibit 99.3
U.S. PHYSICAL THERAPY, INC. (“USPH”)
OBJECTIVE CASH/RSA BONUS PLAN FOR SENIOR MANAGEMENT
FOR 2021 (“OBJECTIVE BONUS PLAN”)
Purpose: To incentivize and retain Executives eligible for this Objective
Cash/RSA Bonus Plan to achieve certain corporate earnings criteria and reward Executive Officers of USPH when such criteria are achieved, and to align the long-term interests of Executives and shareholders of USPH.
Effective Date: The effective date of this Objective Bonus Plan and the
establishment of performance goals and formula for the amount payable hereunder is March 17, 2021.
Eligibility: The Executives of USPH eligible for this Objective Bonus Plan
are the Chief Executive Officer (“CEO”), the Chief Financial Officer (“CFO”), the Chief Operating Officer – West (“COO - West”) and the Chief Operating Officer East (“COO - East”).
Description, Conditions and Payment Date: Under this Objective Bonus Plan, Executives have an opportunity to receive either a “Cash Bonus” Award or to be granted a Restricted Stock Award (“RSA”) having a value at the time of the Award of up to a specified percentage of the Executive’s annual base salary for
2021 (“Base”) as Performance Awards under the 2003 Plan. The Compensation Committee of the Board of Directors of USPH (the “Compensation Committee”) will, in its sole discretion, determine the amount and type of award to be made in the first
quarter of 2022. No Executive will be entitled to any type of award or have a legally binding right to an award until the Compensation Committee, in its sole discretion, determines an award will be made, the amount and the type of award to be
made. No Executive will be entitled to elect between the Cash Bonus and RSA. Before any Cash Bonus is made or an RSA is awarded under this Objective Bonus Plan, the Compensation Committee shall certify in writing that the performance goals have
been obtained. Any Cash Bonus award made hereunder shall be paid in a lump-sum amount, and any RSA granted, in each case no later than March 15, 2022. The Executive must be continuously employed by USPH or its affiliates from the Effective Date
through December 31, 2021 to receive the Cash Bonus or an RSA.
Administration: The Committee has authority to administer this Objective
Bonus Plan, grant awards, determine whether any such awards shall be made as a Cash Bonus Award or as an RSA, and decide all questions of interpretation. The Committee shall set out the vesting and other terms of an RSA in writing. The Committee’s
determinations and interpretations under this Objective Bonus Plan shall be final and binding on all persons.
Objective Bonus Calculation: Based on 2021 USPH consolidated after-tax
operating results, a non-Generally Accepted Accounting Principles measure, which equals consolidated after-tax net income (i) before charges/credits for changes in Redeemable Non-Controlling interests, expenses arising from the scheduled retirement
of the COO-West, and any other extraordinary items, and (ii) after the compensation expense required to be reported in 2021 related to this and all other management incentive plans. The goals and amounts payable are as follows:
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2021
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Potential Bonus Value
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|||
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After-tax operating results
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CEO COO-West
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|||
|
and COO-East
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CFO
|
|||
|
(Compared to Base)
|
(Compared to Base)
|
|||
|
$30,444,797
|
15.0%
|
12.0%
|
||
|
$30,597,786
|
17.0%
|
13.6%
|
||
|
$30,751,544
|
19.0%
|
15.2%
|
||
|
$30,906,074
|
21.0%
|
16.8%
|
||
|
$31,061,387
|
23.0%
|
18.4%
|
||
|
$31,217,468
|
25.0%
|
20.0%
|
||
|
$31,374,349
|
28.0%
|
22.4%
|
||
|
$31,532,000
|
31.0%
|
24.8%
|
||
|
$31,689,660
|
34.0%
|
27.2%
|
||
|
$31,848,108
|
38.0%
|
30.4%
|
||
|
$32,007,349
|
42.0%
|
33.6%
|
||
|
$32,167,386
|
46.0%
|
36.8%
|
||
|
$32,328,223
|
50.0%
|
40.0%
|
||
|
$32,489.864
|
54.0%
|
43.2%
|
||
|
$32,652,313
|
58.0%
|
46.4%
|
||
|
$32,815,575
|
62.0%
|
49.6%
|
||
|
$32,979,652
|
66.0%
|
52.8%
|
||
|
$33,144,551
|
70.0%
|
56.0%
|
||
|
$33,310,273
|
75.0%
|
60.0%
|
No Trust or Fund: There shall be no separate trust or fund for this
Objective Bonus Plan. Any amount payable hereunder shall be an unfunded obligation of USPH and shall be payable out of the general assets of USPH and no amount payable shall be assignable by the participant.
All RSAs shall be granted subject to the terms of the 2003 Plan and the specific terms and conditions (including without limitation, restrictions in
transfer and substantial risk of forfeiture) as determined by the Compensation Committee in its sole discretion.