Exhibit 10.11
LifePoint Hospitals, Inc.
Management Stock Purchase Plan
LifePoint Hospitals, Inc.
Management Stock Purchase Plan
Table of Contents
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1. Introduction................................... 1
2. Definitions.................................... 1
(a) Agreement................................. 1
(b) Average Market Value...................... 1
(c) Base Salary............................... 1
(d) Board..................................... 1
(e) Cause..................................... 2
(f) Code...................................... 2
(g) Committee................................. 2
(h) Company................................... 2
(i) Disability................................ 2
(j) Exchange Act.............................. 2
(k) Fair Market Value......................... 2
(l) Participant............................... 2
(n) Plan...................................... 3
(o) Restricted Period......................... 3
(p) Restricted Share or Restricted Shares..... 3
(q) Restricted Share Unit or Restricted
Share Units............................. 3
(r) Rule 16b-3................................ 3
(s) Section 16 Person......................... 3
(t) Shares.................................... 3
(u) Subsidiary................................ 3
3. Administration of the Plan..................... 3
4. Stock Subject to Plan.......................... 3
5. Eligibility.................................... 4
6. Restricted Shares.............................. 4
7. Termination of Employment...................... 6
8. Change in Control.............................. 7
9. Dilution and Other Adjustments................. 9
10. Payment of Withholding and Payroll Taxes....... 9
11. No Rights to Employment........................ 9
LifePoint Hospitals, Inc.
Management Stock Purchase Plan
1. Introduction.
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The purposes of the LifePoint Hospitals, Inc. Management Stock Purchase
Plan are to attract and retain highly-qualified executives, to align executive
and stockholder long-term interests by creating a direct link between executive
compensation and stockholder return, to enable executives to develop and
maintain a substantial equity-based interest in LifePoint Hospitals, Inc., and
to provide incentives to such executives to contribute to the success of the
Company's business. The provisions of the Plan are intended to satisfy the
requirements of Section 16(b) of the Securities Exchange Act of 1934, as amended
from time to time, and shall be interpreted in a manner consistent with the
requirements thereof, as now or hereafter construed, interpreted and applied by
regulation, rulings and cases.
The terms of the Plan shall be as set forth below, effective as of the date
the Company's common stock is distributed to Columbia/HCA Healthcare Corporation
stockholders.
2. Definitions.
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As used in this Plan, the following words and phrases shall have the
meanings indicated:
(a) "Agreement" shall mean an agreement entered into between the Company
and a Participant in connection with a grant under the Plan.
(b) "Average Market Value" of a Share on any grant date shall mean the
average of the closing prices on the Nasdaq Stock Market (or its
equivalent if the Shares are not traded on the Nasdaq Stock Market) of
a Share for all trading days (including the grant date, if a trading
day) after the next preceding grant date.
(c) "Base Salary" shall mean the base salary of the Participant without
taking into account any bonuses or other special compensation
received.
(d) "Board" shall mean the Board of Directors of the Company.
(e) "Cause" shall mean (i) the conviction of the Participant of a felony
under the laws of the United States or any state thereof, whether or
not appeal is taken, (ii) the conviction of the Participant for a
violation of criminal law involving the Company or a Subsidiary and
its business, (iii) the willful misconduct of the Participant, or the
willful or continued failure by the Participant (except on account of
death or Disability) to substantially perform his employment duties,
which in either case has a material adverse effect on the Company,
(iv) the willful fraud or material dishonesty of the Participant in
connection with his performance of his employment duties, (v) the use
of alcohol in a manner which in the opinion
of the Company materially impairs the ability of the Participant to
effectively perform his employment duties, or the use, possession, or
sale of, or impaired performance due to, controlled substances or (vi)
sexual or other illegal harassment of a Company or Subsidiary employee
by the Participant; provided, however, in no event shall the
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Participant's employment be considered to have been terminated for
"Cause" unless and until the Participant receives written notice from
the Company stating the acts or omissions constituting Cause and the
Participant has the opportunity to cure to the Company's satisfaction
any such acts or omissions (in the case of (iii) or (v) above) within
15 days of the Participant's receipt of such notice.
(f) "Code" shall mean the Internal Revenue Code of 1986, as amended from
time to time.
(g) "Committee" shall mean the compensation committee appointed to
administer the Plan and shall consist of two or more directors of the
Company, (i) none of whom shall be officers or employees of the
Company, and (ii) all of whom, to the extent deemed necessary or
appropriate by the Board, shall satisfy the requirements of a "non-
employee director" within the meaning of Rule 16b-3 of the Securities
Exchange Act of 1934. The members of the Committee shall be appointed
by, and serve at the pleasure of, the Board.
(h) "Company" shall mean LifePoint Hospitals, Inc., a Delaware
corporation.
(i) "Disability" shall mean a Participant's total and permanent inability
to perform his or her duties with the Company or any Subsidiary by
reason of any medically determinable physical or mental impairment,
within the meaning of Code section 22(e)(3).
(j) "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended from time to time and as now or hereafter construed,
interpreted and applied by regulations, rulings and cases.
(k) "Fair Market Value" of a Share, Restricted Share or Restricted Share
Unit as of a given date as of a given date shall mean the closing
sales price of the common stock on the Nasdaq Stock Market on the
trading day immediately preceding the date as of which the Fair Market
Value is to be determined, or, in the absence of any reported sales of
Shares on such date, on the first preceding date on which any such
sale shall have been reported (in either case, as reported in the Two
Star Edition of The Wall Street Journal). If the Shares are not listed
on the Nasdaq Stock Market on the date as of which Fair Market Value
is to be determined, the Committee shall in good faith determine the
Fair Market Value in whatever manner it considers appropriate.
(l) "Participant" shall mean a person who receives a grant of Restricted
Shares under the Plan.
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(m) "Plan" shall mean the LifePoint Hospitals, Inc. Management Stock
Purchase Plan, as in effect from time to time.
(n) "Restricted Period" shall have the meaning given in Section 6(c)
hereof.
(o) "Restricted Share" or "Restricted Shares" shall mean the common stock
purchased hereunder subject to restrictions.
(p) "Restricted Share Unit" or "Restricted Share Units" shall have the
meaning given in Section 6(f) hereof.
(q) "Rule 16b-3" shall mean Rule 16b-3, as in effect from time to time,
promulgated by the Securities and Exchange Commission under Section 16
of the Exchange Act, including any successor to such Rule.
(r) "Section 16 Person" shall mean a Participant who is subject to the
reporting and short-swing liability provisions of Section 16 of the
Exchange Act.
(s) "Shares" shall mean the common stock of the Company.
(t) "Subsidiary" shall have the meaning set forth in Section 8.
3. Administration of the Plan.
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The Plan shall be administered by the Committee. The Committee shall have
plenary authority in its discretion, but subject to the express provisions of
the Plan, to administer the Plan and to exercise all the powers and authorities
either specifically granted to it under the Plan or necessary or advisable in
the administration of the Plan, including, without limitation, to interpret the
Plan, to prescribe, amend and rescind rules and regulations relating to the
Plan, to determine the terms and provisions of the Agreements (which need not be
identical) and to make all other determinations deemed necessary or advisable
for the administration of the Plan. The Committee's determinations on the
foregoing matters shall be final and conclusive.
No member of the Board or the Committee shall be liable for any action
taken or determination made in good faith with respect to the Plan or any grant
hereunder.
4. Stock Subject to Plan.
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The maximum number of Shares which shall be distributed as Restricted
Shares or in respect of Restricted Share Units under the Plan shall be ________
Shares, which number shall be subject to adjustment as provided in Section 9
hereof. Such Shares may be either authorized but unissued Shares or Shares that
shall have been or may be reacquired by the Company.
If any outstanding Restricted Shares or Restricted Share Units under the
Plan shall be forfeited, the related Shares shall (unless the Plan shall have
been terminated) again be available for use under the Plan.
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5. Eligibility.
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All employees or groups of employees designated by the Committee in its
discretion shall be eligible to become Participants in the Plan.
Each Participant may elect, in writing, to reduce his Base Salary by a
specified percentage thereof up to a maximum percentage established by the
Committee with respect to his employment classification, as set forth in
Appendix A, and, in lieu of receiving such salary, receive a number of
Restricted Shares equal to the amount of such salary reduction divided by a
dollar amount equal to 75% of the Average Market Value of a Share on the date on
which such Restricted Shares are granted. Any such election shall be effective
beginning with the first pay period that ends after January 1 of the calendar
year next following the calendar year in which such election is made (and shall
become irrevocable on December 31 of the calendar year in which it is made).
Any cancellation of, or other change in, any such salary reduction election
shall become effective as of the first pay period ending after January 1 of the
calendar year next following the calendar year in which notice of such
cancellation or change is filed (and any such notice shall become irrevocable on
December 31 of the calendar year in which it is filed).
Any salary reduction hereunder shall apply ratably to the Participant's
salary for each pay period covered by such election. Restricted Shares shall be
granted in respect of such salary reductions on June 30 and December 31 of each
calendar year. The number of Restricted Shares granted on each such date shall
be based upon the aggregate salary reduction for pay periods ending since the
next preceding grant date and 75% of the Average Market Value of a Share on such
grant date.
In the event that a Participant who has elected salary reductions hereunder
shall terminate employment before Restricted Shares are granted in respect of
all such salary reductions, any salary reduction amounts in respect of which
Restricted Shares have not been granted by the date of Participant's termination
of employment shall be paid to the Participant promptly in cash.
6. Restricted Shares.
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Each grant of Restricted Shares under the Plan shall be evidenced by a
written Agreement between the Company and Participant, which shall be in such
form as the Committee shall from time to time approve and shall comply with the
following terms and conditions (and with such other terms and conditions not
inconsistent with such terms as the Committee, in its discretion, may
establish):
(a) Number of Shares. Each Agreement shall state the number of Restricted
Shares to be granted thereunder.
(b) Restricted Period. Subject to such exceptions as may be determined by
the Committee in its discretion, the Restricted Period for Restricted
Shares granted under the Plan shall be three years from the date of
grant.
(c) Ownership and Restrictions. At the time of grant of Restricted Shares,
a certificate representing the number of Restricted Shares granted
shall be
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registered in the name of the Participant. Such certificate shall be
held by the Company or any custodian appointed by the Company for the
account of the Participant subject to the terms and conditions of the
Plan, and shall bear such legend setting forth the restrictions
imposed thereon as the Committee, in its discretion, may determine.
The Participant shall have all rights of a stockholder with respect to
such Restricted Shares, including the right to receive dividends and
the right to vote such Restricted Shares, subject to the following
restrictions: (i) the Participant shall not be entitled to delivery of
the stock certificate until the expiration of the Restricted Period
and the fulfillment of any other restrictive conditions set forth in
this Plan or the Agreement with respect to such Restricted Shares;
(ii) none of the Restricted Shares may be sold, assigned, transferred,
pledged, hypothecated or otherwise encumbered or disposed of (except
by will or the applicable laws of descent and distribution) during
such Restricted Period or until after the fulfillment of any such
other restrictive conditions; and (iii) except as otherwise determined
by the Committee, all of the Restricted Shares shall be forfeited and
all rights of the Participant to such Restricted Shares shall
terminate, without further obligation on the part of the Company,
unless the Participant remains in the continuous employment of the
Company for the entire Restricted Period and unless any other
restrictive conditions relating to the Restricted Shares are met. Any
common stock, any other securities of the Company and any other
property (except cash dividends) distributed with respect to the
Restricted Shares shall be subject to the same restrictions, terms and
conditions as such Restricted Shares (and shall be similarly taken
into account in determining the amount of any cash payment to a
Participant upon termination of employment).
(d) Termination of Restrictions. At the end of the Restricted Period and
provided that any other restrictive conditions of the Restricted
Shares are met, or at such earlier time as shall be determined by the
Committee, all restrictions set forth in the Agreement relating to the
Restricted Shares or in the Plan shall lapse as to the Restricted
Shares subject thereto, and a stock certificate for the appropriate
number of Shares, free of the restrictions and restrictive stock
legend (other than as required under the Securities Act of 1933 or
otherwise), shall be delivered to the Participant or his or her
beneficiary or estate, as the case may be.
(e) Restricted Share Units. Notwithstanding anything elsewhere in the Plan
to the contrary, if during the Restricted Period relating to a
Participant's Restricted Shares the Committee shall determine that the
Company may lose its Federal income tax deduction in connection with
the future lapsing of the restrictions on such Restricted Shares
because of the deductibility cap of section 162(m) of the Code, the
Committee, in its discretion, may convert some or all of such
Restricted Shares into an equal number of Restricted Share Units, as
to which payment will be postponed until such time as the Company will
not lose its Federal income tax deduction for such payment under
section 162(m). Until payment of the Restricted Share Units is made,
the Participant will be credited with dividend equivalents on the
Restricted Share Units, which dividend equivalents will be converted
into additional Restricted Share Units. When payment of any
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Restricted Share Units is made, it will be in the same form as would
apply if the Participant were then holding Restricted Shares instead
of Restricted Share Units.
7. Termination of Employment
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The following rules shall apply, in the event of a Participant's
termination of employment with the Company and its Subsidiaries, with respect
to Restricted Shares held by the Participant at the time of such termination:
(a) Termination of Employment During Restricted Period. Except as provided
herein, if during the Restricted Period for any Restricted Shares held
by a Participant the Participant's employment is terminated either (i)
for Cause by the Company or a Subsidiary or (ii) for any reason by the
Participant, the Participant shall forfeit all rights with respect to
such Restricted Shares, which shall automatically be considered to be
cancelled, and shall have only an unfunded right to receive from the
Company's general assets a cash payment equal to the lesser of (i) the
Fair Market Value of such Restricted Shares on the Participant's last
day of employment or (ii) the aggregate Base Salary foregone by the
Participant as a condition of receiving such Restricted Shares.
Except as otherwise provided herein, if a Participant's employment is
terminated by the Company or a Subsidiary without Cause during the
Restricted Period for any Restricted Shares held by the Participant,
the Participant shall forfeit all rights with respect to such
Restricted Shares, which shall automatically be considered to be
cancelled, and shall have only an unfunded right to receive from the
Company's general assets a cash payment equal to either (i) the Fair
Market Value of such Restricted Shares on the Participant's last day
of employment or (ii) the aggregate Base Salary foregone by the
Participant as a condition of receiving such Restricted Shares, with
the Committee to have the sole discretion as to which of such amounts
shall be payable.
If the employment of a Participant holding Restricted Share Units
terminates during the Restricted Period relating to such Restricted
Share Units, they shall be treated in a manner substantially
equivalent to the treatment of Restricted Shares.
(b) Accelerated Lapse of Restrictions. Upon a termination of employment
which results from a Participant's death or Disability, all
restrictions then outstanding with respect to Restricted Shares held
by such Participant shall automatically expire and be of no further
force and effect.
(c) Retirement of Participant. Upon the retirement of a Participant, the
Committee shall determine, in its discretion, whether all restrictions
then outstanding with respect to Restricted Shares held by the
Participant shall expire or whether the Participant shall instead be
treated as though the Participant's employment had been terminated by
the Company without Cause, as described above.
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8. Change in Control.
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Upon the occurrence of a "change in control" of the Company (as defined
below), the Restricted Period shall automatically terminate as to all Restricted
Shares awarded under the Plan (as to which such Restricted Period has not
previously terminated). For purposes hereof, "change in control" of the Company
shall be deemed to have occurred upon the occurrence of any of the following
after the date on which the Corporation becomes a publicly-held Corporation:
(a) An acquisition (other than directly from the Company) of any voting
securities of the Company (the "Voting Securities") by any "Person"
(as the term Person is used for purposes of Section 13(d) or 14(d) of
the Securities Exchange Act of 1934, as amended (the "1934 Act"))
immediately after which such Person has "Beneficial Ownership" (within
the meaning of Rule 13d-3 promulgated under the 1934 Act) of twenty
percent (20%) or more of the combined voting power of the then
outstanding Voting Securities; provided, however, that in determining
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whether a change in control has occurred, Voting Securities which are
acquired in a "Non-Control Acquisition" (as hereinafter defined) shall
not constitute an acquisition which would cause a change in control. A
"Non-Control Acquisition" shall mean an acquisition by (i) an employee
benefit plan (or a trust forming a part thereof) maintained by (A) the
Company or (B) any corporation or other Person of which a majority of
its voting power or its equity securities or equity interest is owned
directly or indirectly by the Company (a "Subsidiary") or (ii) the
Company or any Subsidiary.
(b) The individuals who, as of the date the Company issues any class of
equity securities required to be registered under Section 12 of the
1934 Act, are members of the Board (the "Incumbent Board"), cease for
any reason to constitute at least two-thirds of the Board; provided,
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however, that if the election, or nomination for election, by the
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Company's stockholders of any new director was approved by a vote of
at least two-thirds of the Incumbent Board, such new director shall,
for purposes of this Agreement, be considered as a member of the
Incumbent Board; provided, further, however, that no individual
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shall be considered a member of the Incumbent Board if (1) such
individual initially assumed office as a result of either an actual or
threatened "Election Contest" (as described in Rule 14a-11 promulgated
under the 1934 Act) or other actual or threatened solicitation of
proxies or consents by or on behalf of a Person other than the Board
(a "Proxy Contest") including by reason of any agreement intended to
avoid or settle any Election Contest or Proxy Contest or (2) such
individual was designated by a Person who has entered into an
agreement with the Company to effect a transaction described in clause
(a) or (c) of this Section 8; or
(c) Consummation, after approval by stockholders of the Company, of:
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(1) A merger, consolidation or reorganization involving the Company,
unless,
(A) The stockholders of the Company, immediately before such
merger, consolidation or reorganization, own, directly or
indirectly immediately following such merger, consolidation
or reorganization, at least seventy-five percent (75%) of
the combined voting power of the outstanding Voting
Securities of the corporation resulting from such merger or
consolidation or reorganization or its parent corporation
(the "Surviving Corporation") in substantially the same
proportion as their ownership of the Voting Securities
immediately before such merger, consolidation or
reorganization;
(B) The individuals who were members of the Incumbent Board
immediately prior to the execution of the agreement
providing for such merger, consolidation or reorganization
constitute at least two-thirds of the members of the board
of directors of the Surviving Corporation; and
(C) No Person (other than the Company, any Subsidiary, any
employee benefit plan (or any trust forming a part thereof)
maintained by the Company, the Surviving Corporation or any
Subsidiary, or any Person who, immediately prior to such
merger, consolidation or reorganization, had Beneficial
Ownership of twenty percent (20%) or more of the then
outstanding Voting Securities) has Beneficial Ownership of
twenty percent (20%) or more of the combined voting power of
the Surviving Corporation's then outstanding Voting
Securities.
(2) A complete liquidation or dissolution of the Company; or
(3) An agreement for the sale or other disposition of all or
substantially all of the assets of the Company to any Person
(other than a transfer to a Subsidiary).
Notwithstanding the foregoing, a change in control shall not be deemed
to occur solely because any Person (the "Subject Person") acquired Beneficial
Ownership of more than the permitted amount of the outstanding Voting Securities
as a result of the acquisition of Voting Securities by the Company which, by
reducing the number of Voting Securities outstanding, increased the proportional
number of shares Beneficially Owned by the Subject Person, provided that if a
change in control would occur (but for the operation of this sentence) as a
result of the acquisition of Voting Securities by the Company, and after such
share acquisition by the Company, the Subject Person becomes the Beneficial
Owner of any additional Voting Securities which increases the percentage of the
then outstanding Voting Securities Beneficially Owned by the Subject Person,
then a change in control shall occur.
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9. Dilution and Other Adjustments.
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In the event of any merger, reorganization, consolidation,
recapitalization, stock dividend, stock split, or other change in corporate
structure affecting the Shares, such substitution or adjustment shall be made in
the aggregate number of Shares that may be distributed as Restricted Shares or
in respect of Restricted Share Units under the Plan, and the number of
Restricted Shares and/or Restricted Share Units outstanding under the Plan, as
may be determined to be appropriate by the Committee in its sole discretion;
provided, however, that the number of Shares thus subject to the Plan shall
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always be a whole number.
In addition, in the event of any such change in corporate structure, the
calculation of the Average Market Value of a Share for the grant date coincident
with or next following such event may be adjusted by the Committee in such
manner as it considers to be appropriate.
10. Payment of Withholding and Payroll Taxes.
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Subject to the requirements of Section 16(b) of the Exchange Act, the
Committee shall have discretion to permit or require a Participant, on such
terms and conditions as it determines, to pay all or a portion of any taxes
arising in connection with a grant of Restricted Shares hereunder, or the lapse
of restrictions with respect thereto, by having the Company withhold Shares or
by the Participant's delivering other Shares having a then-current Fair Market
Value equal to the amount of taxes to be withheld. In the absence of such
withholding or delivery of Shares, the Company shall otherwise withhold from any
payment under the Plan all amounts required by law to be withheld.
11. No Rights to Employment.
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Nothing in the Plan or in any grant made or Agreement entered into pursuant
hereto shall confer upon any Participant the right to continue in the employ of
the Company or any Subsidiary or to be entitled to any remuneration or benefits
not set forth in the Plan or such Agreement, or interfere with, or limit in any
way, the right of the Company or any Subsidiary to terminate such Participant's
employment. Grants made under the Plan shall not be affected by any change in
duties or position of a Participant as long as such Participant continues to be
employed by the Company or a Subsidiary.
12. Amendment and Termination of the Plan.
-------------------------------------
The Board, at any time and from time to time, may suspend, terminate,
modify or amend the Plan; provided, however, that an amendment which requires
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stockholder approval for the Plan to continue to comply with any law, regulation
or stock exchange requirement shall not be effective unless approved by the
requisite vote of stockholders. No suspension, termination, modification or
amendment of the Plan may adversely affect any grants previously made, unless
the written consent of the Participant is obtained.
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13. Term of the Plan.
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The Plan shall terminate ten years from the date that the Plan was approved
by the Board. No other grants may be made after such termination, but
termination of the Plan shall not, without the consent of any Participant who
then holds Restricted Shares or to whom Restricted Share Units are then
credited, alter or impair any rights or obligations in respect of such
Restricted Shares or Restricted Share Units.
14. Governing Law.
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The Plan and the rights of all persons claiming hereunder shall be
construed and determined in accordance with the laws of the State of Delaware
without giving effect to the choice of law principles thereof, except to the
extent that such laws are preempted by Federal law.
***
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LIFEPOINT HOSPITALS, INC.
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APPENDIX A
Employee Classification Maximum Salary Percentage
- -------------------------------------------------------------------------------
[insert classification] [insert applicable percentage]
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
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