EXHIBIT 99.1
HCA INC.
RESTRICTED SHARE AWARD AGREEMENT
THIS RESTRICTED SHARE AWARD AGREEMENT (this "Agreement") is made and
entered into as of the ___ day of ________ (the "Grant Date"), between HCA Inc.,
a Delaware corporation (the "Company" and, together with its Subsidiaries and
Affiliates, "HCA"), and _____________, (the "Grantee"). Capitalized terms not
otherwise defined herein shall have the meaning ascribed to such terms in the
HCA 2000 Equity Incentive Plan (the "Plan").
WHEREAS, the Company has adopted the Plan, which permits the issuance
of restricted shares of the Company's common stock, par value $0.01 per share
(the "Common Stock"); and
WHEREAS, pursuant to the Plan, the Committee has granted an award of
restricted shares to the Grantee as provided herein;
NOW, THEREFORE, in consideration of the mutual covenants hereinafter
set forth and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto, intending to
be legally bound hereby, agree as follows:
1. Grant of Restricted Shares.
(a) The Company hereby grants to the Grantee an award
(the "Award") of _____ shares of Common Stock of the Company (the "Shares" or
the "Restricted Shares") on the terms and conditions set forth in this Agreement
and as otherwise provided in the Plan.
(b) The Grantee's rights with respect to the Award shall
remain forfeitable at all times prior to the dates on which the restrictions
shall lapse in accordance with Section 3 hereof.
2. Terms and Rights as a Stockholder.
(a) Except as provided herein and subject to such other
exceptions as may be determined by the Committee in its discretion, the
"Restricted Period" for Restricted Shares granted herein shall expire as to
____________ (______) of the number of Restricted Shares awarded hereunder (as
such number maybe adjusted in accordance with Section 7 hereof) on each of the
_______________ anniversary(ies) of the Grant Date.
(b) The Grantee shall have all rights of a stockholder
with respect to the Restricted Shares, including the right to receive dividends
and the right to vote such Shares, subject to the following restrictions:
(i) the Grantee shall not be entitled to
delivery of the stock certificate for any
Shares until the expiration of the
Restricted Period as to such Shares;
(ii) none of the Restricted Shares may be sold,
assigned, transferred, pledged, hypothecated
or otherwise encumbered or disposed of
during the Restricted Period as to such
Shares; and
(iii) except as otherwise determined by the
Committee at or after the grant of the Award
hereunder, any of the Restricted Shares as
to which the Restricted Period has not
expired shall be forfeited, and all rights
of the Grantee to such Shares shall
terminate, without further obligation on the
part of the Company, unless the Grantee
remains in the continuous employment of HCA
for the entire Restricted Period relating to
such Restricted Shares, as the case may be.
Any Shares, any other securities of the Company and any other
property (except for cash dividends) distributed with respect to the Restricted
Shares shall be subject to the same restrictions, terms and conditions as such
Restricted Shares.
(c) Notwithstanding the foregoing, the Restricted Period
shall automatically terminate as to all Restricted Shares awarded hereunder (as
to which such Restricted Period has not previously terminated) upon the
occurrence of the following events:
(i) termination of the Grantee's employment with
HCA which results from the Grantee's death,
Disability or Retirement; or
(ii) the occurrence of a Change in Control.
For purposes of this Agreement, "Disability" means that the
Grantee is permanently unable to perform the essential duties of the Grantee's
occupation. For purposes of this Agreement, "Retirement" means Grantee's
voluntary termination of employment with HCA after attaining 65 years of age or
Grantee's voluntary termination of employment with HCA after 10 years of service
with HCA and after attaining 55 years of age.
3. Termination of Restrictions. Upon the expiration or
termination of the Restricted Period as to any portion of the Restricted Shares,
or at such earlier time as may be determined by the Committee, all restrictions
set forth in this Agreement or in the Plan relating to such portion of the
Restricted Shares shall lapse as to such portion of the Restricted Shares, and a
stock certificate for the appropriate number of Shares, free of the restrictions
and restrictive stock legend, shall be delivered to the Grantee or the Grantee's
beneficiary or estate, as the case may be, pursuant to the terms of this
Agreement.
-2-
4. Delivery of Shares.
(a) As of the date hereof, certificates representing the
Restricted Shares shall be registered in the name of the Grantee and held by the
Company or transferred to a custodian appointed by the Company for the account
of the Grantee subject to the terms and conditions of the Plan and shall remain
in the custody of the Company or such custodian until their delivery to the
Grantee or Grantee's beneficiary or estate as set forth in Sections 4(b) and (c)
hereof or their reversion to the Company as set forth in Section 2(b) hereof.
(b) Certificates representing Restricted Shares in
respect of which the Restricted Period has lapsed pursuant to this Agreement
shall be delivered to the Grantee as soon as practicable following the date on
which the restrictions on such Restricted Shares lapse.
(c) Certificates representing Restricted Shares in
respect of which the Restricted Period lapsed upon the Grantee's death shall be
delivered to the executors or administrators of the Grantee's estate as soon as
practicable following the receipt of proof of the Grantee's death satisfactory
to the Company.
(d) Each certificate representing Restricted Shares shall
bear a legend in substantially the following form:
THIS CERTIFICATE AND THE SHARES OF STOCK REPRESENTED HEREBY
ARE SUBJECT TO THE TERMS AND CONDITIONS (INCLUDING FORFEITURE
AND RESTRICTIONS AGAINST TRANSFER) CONTAINED IN THE HCA 2000
EQUITY INCENTIVE PLAN (THE "PLAN") AND THE RESTRICTED SHARE
AWARD AGREEMENT (THE "AGREEMENT") BETWEEN THE OWNER OF THE
RESTRICTED SHARES REPRESENTED HEREBY AND HCA INC. (THE
"COMPANY"). THE RELEASE OF SUCH SHARES FROM SUCH TERMS AND
CONDITIONS SHALL BE MADE ONLY IN ACCORDANCE WITH THE
PROVISIONS OF THE PLAN AND THE AGREEMENT, COPIES OF WHICH ARE
ON FILE AT THE COMPANY.
5. Effect of Lapse of Restrictions. To the extent that the
Restricted Period applicable to any Restricted Shares shall have lapsed, the
Grantee may receive, hold, sell or otherwise dispose of such Shares free and
clear of the restrictions imposed under the Plan and this Agreement.
6. No Right to Continued Employment. This Agreement shall not be
construed as giving Grantee the right to be retained in the employ of HCA, and
HCA may at any time dismiss Grantee from employment, free from any liability or
any claim under the Plan.
-3-
7. Adjustments. The Committee may make adjustments in the terms
and conditions of, and the criteria included in, this Award in recognition of
unusual or nonrecurring events (including, without limitation, the events
described in Section 4.2 of the Plan) affecting HCA, or the financial statements
of HCA, or of changes in applicable laws, regulations, or accounting principles,
whenever the Committee determines that such adjustments are appropriate in order
to prevent dilution or enlargement of the benefits or potential benefits
intended to be made available under the Plan.
8. Amendment to Award. Subject to the restrictions contained in
Section 14 of the Plan, the Committee may waive any conditions or rights under,
amend any terms of, or alter, suspend, discontinue, cancel or terminate, the
Award, prospectively or retroactively; provided that any such waiver, amendment,
alteration, suspension, discontinuance, cancellation or termination which would
adversely affect the rights of the Grantee or any holder or beneficiary of the
Award shall not to that extent be effective without the consent of the Grantee,
holder or beneficiary affected.
9. Withholding of Taxes. If the Grantee makes an election under
section 83(b) of the Code with respect to the Award, the Award made pursuant to
this Agreement shall be conditioned upon the Grantee making prompt payment to
the Company of any applicable withholding obligations or withholding taxes by
the Grantee ("Withholding Taxes"). Failure by the Grantee to pay such
Withholding Taxes will render this Agreement and the Award granted hereunder
null and void ab initio and the Restricted Shares granted hereunder will be
immediately cancelled. If the Grantee does not make an election under section
83(b) of the Code with respect to the Award, upon the lapse of the Restricted
Period with respect to any portion of the Restricted Shares (or property
distributed with respect thereto), the Company shall cancel such Restricted
Shares (or withhold property) having an aggregate Fair Value, on the date next
preceding the lapse of the Restricted Period, in an amount required to satisfy
the required Withholding Taxes as set forth by Internal Revenue Service
guidelines for the employer's minimum statutory withholding with respect to
Grantee. The Company shall deduct from any distribution of cash (whether or not
related to the Award including, without limitation, salary payments) to the
Grantee an amount required to satisfy the required Withholding Taxes as set
forth by Internal Revenue Service guidelines for the employer's minimum
statutory withholding with respect to Grantee pertaining to cash payments under
the Award (including any cash dividends made in respect of the Shares subject to
the Award). For purposes of this Agreement, "Fair Value" means the closing sales
price of the Shares on the New York Stock Exchange on such date, or in the
absence of reported sales on such date, the closing sales price of the Shares on
the immediately preceding date for which sales were reported.
10. Plan Governs. The Grantee hereby acknowledges receipt of a
copy of the Plan and agrees to be bound by all of the terms and provisions
thereof. The terms of this Agreement are governed by the terms of the Plan, and
in the case of any inconsistency between the terms of this Agreement and the
terms of the Plan, the terms of the Plan shall govern.
-4-
11. Severability. If any provision of this Agreement is, or
becomes, or is deemed to be invalid, illegal, or unenforceable in any
jurisdiction or as to any Person or the Award, or would disqualify the Plan or
Award under any laws deemed applicable by the Committee, such provision shall be
construed or deemed amended to conform to the applicable laws, or, if it cannot
be construed or deemed amended without, in the determination of the Committee,
materially altering the intent of the Plan or the Award, such provision shall be
stricken as to such jurisdiction, Person or Award, and the remainder of the Plan
and Award shall remain in full force and effect.
12. Notices. All notices required to be given under this Grant
shall be deemed to be received if delivered or mailed as provided for herein, to
the parties at the following addresses, or to such other address as either party
may provide in writing from time to time.
To the Company: HCA Inc.
▇▇▇ ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: Vice President - Compensation
To the Grantee: The address then maintained with respect to the Grantee
in the Company's records.
13. Governing Law. The validity, construction and effect of this
Agreement shall be determined in accordance with the laws of the State of
Delaware without giving effect to conflicts of laws principles.
14. Successors in Interest. This Agreement shall inure to the
benefit of and be binding upon any successor to the Company. This Agreement
shall inure to the benefit of the Grantee's legal representatives. All
obligations imposed upon the Grantee and all rights granted to the Company under
this Agreement shall be binding upon the Grantee's heirs, executors,
administrators and successors.
15. Resolution of Disputes. Any dispute or disagreement which may
arise under, or as a result of, or in any way related to, the interpretation,
construction or application of this Agreement shall be determined by the
Committee. Any determination made hereunder shall be final, binding and
conclusive on the Grantee and the Company for all purposes.
[SIGNATURE PAGE FOLLOWS.]
-5-
IN WITNESS WHEREOF, the parties have caused this Restricted Share Award
Agreement to be duly executed effective as of the day and year first above
written.
HCA Inc.
By:
------------------------------------
Grantee:
---------------------------------------
Please Print
Grantee:
---------------------------------------
Signature
-6-