PERFORMANCE BASED RESTRICTED STOCK AWARD AGREEMENT
Community Health Systems, Inc.
2009 Stock Option and Award Plan
THIS AGREEMENT between you and Community Health Systems, Inc., a Delaware corporation (the Company) governs an Award of the Companys Restricted Stock in the amount and on the date specified in your Award notification (the Date of Grant).
WHEREAS, the Company has adopted the Community Health Systems, Inc. 2009 Stock Option and Award Plan (the Plan) in order to provide additional incentive to certain employees and directors of the Company and its Subsidiaries;
WHEREAS, the Compensation Committee of the Companys Board of Directors (the Committee) has determined to grant to you this Award of Restricted Stock as provided herein to encourage your efforts toward the continuing success of the Company; and
WHEREAS, the Committee has determined to condition the Award on the attainment of certain performance-based criteria to better align your economic interests with those of the other stockholders of the Company.
NOW, THEREFORE, the parties hereto agree as follows:
Grant of Restricted Stock.
1.1 The Company hereby grants to you this Award of Shares of Performance Based Restricted Stock in the number set out in an electronic notification by the Companys stock option plan administrator, as may be appointed from time to time (the Plan Administrator). The Shares of Performance Based Restricted Stock granted pursuant to this Award shall be issued in the form of a book entry of Shares in your name as soon as reasonably practicable after the Date of Grant and shall be subject to your (or your estates, if applicable) acknowledgement and acceptance of this Agreement by electronic means to the Plan Administrator as provided in Section 9 hereof, or as you have been otherwise instructed.
1.2 This Agreement shall be construed in accordance and consistent with, and subject to, the provisions of the Plan (the provisions of which are hereby incorporated by reference) and, except as otherwise expressly set forth herein, the capitalized terms used in this Agreement shall have the same definitions as set forth in the Plan.
Restrictions on Transfer.
The Shares of Performance Based Restricted Stock issued under this Agreement may not be sold, transferred or otherwise disposed of and may not be pledged or otherwise hypothecated until the Restricted Period (as defined in Section 3) as expired and all restrictions on such Performance Based Restricted Stock shall have lapsed in the manner provided in Section 3, 4 or 5 hereof.
Performance Objectives; Lapse of Restrictions.
Except as otherwise provided in Sections 4 and 5 hereof, the Restricted Period with respect to the Performance Based Restricted Stock means the period beginning on the Date of Grant and expiring on the third anniversary of the Date of Grant, but only if (a) and to the extent the Company