DIRECTOR RESTRICTED STOCK UNIT AWARD AGREEMENT
Community Health Systems, Inc.
2009 Stock Option and Award Plan
THIS AGREEMENT between the Grantee and Community Health Systems, Inc., a Delaware corporation (the Company), governs an Award of Restricted Stock Units in the amount and on the date specified in the Grantees 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 Plan provides for grants of Restricted Stock Units (Units) to Eligible Individuals; and
WHEREAS, the Compensation Committee of the Companys Board of Directors (the Committee) has approved this form of Agreement and desires to make the Award as specified herein.
NOW, THEREFORE, the parties hereto agree as follows:
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Grant of Restricted Stock Units; Purchase Price.
The Company hereby grants to the Grantee an Award of Restricted Stock Units in respect of the number of Units set out in an electronic notification by the Companys stock option plan administrator (the Plan Administrator).
The price to be paid by the Grantee in respect of each Unit shall be Zero Dollars ($).
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.
Except as provided in Sections 3 and 4 hereof, the Award shall vest in respect of one-third (1/3) of the Units subject to the Award (rounded to the nearest whole Unit, if necessary), on each of the first three (3) anniversaries of the Date of Grant.
Upon the vesting of Units pursuant to this Section 2 or pursuant to Section 3 or 4 hereof, or at such later time as may be elected by the Grantee in accordance with policies and procedures adopted by the Company in compliance with Section 409A of the Internal Revenue Code of 1986, as amended, the Company or its Plan Administrator shall, without the requirement of any notice or action on the part of the Grantee, take such action as may be necessary under applicable law to effect the issuance to the Grantee (or following the Grantees death, the executors or administrators of the Grantees estate) of the number of Shares to which such vested Units relate.
The Grantee shall not be deemed to be the holder of, or to have any of the rights of a holder with respect to any Shares until the Company or the Plan Administrator shall have issued the Shares to the Grantee and his name shall have been entered as a shareholder of record (or the Grantees ownership recorded via his nominee) on the books of the Company. Upon the occurrence of the foregoing events, the Grantee shall have full voting and other ownership rights with respect to such Shares.