{"id":38311,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/1998-restricted-stock-plan-healthsouth-corp.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"1998-restricted-stock-plan-healthsouth-corp","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/1998-restricted-stock-plan-healthsouth-corp.html","title":{"rendered":"1998 Restricted Stock Plan &#8211; HealthSouth Corp."},"content":{"rendered":"<pre>\n                             HEALTHSOUTH CORPORATION\n\n                           1998 RESTRICTED STOCK PLAN\n\n     1.  PURPOSE  OF THE PLAN.  The  purpose of the 1998  Restricted  Stock Plan\n(hereinafter  called  the  'Plan')  of  HEALTHSOUTH   Corporation,   a  Delaware\ncorporation (hereinafter called the 'Corporation'),  is to provide incentive for\nfuture  endeavor  and to  advance  the  interests  of the  Corporation  and  its\nstockholders  by encouraging  ownership of the Common Stock,  par value $.01 per\nshare  (hereinafter  called  the  'Common  Stock'),  of the  Corporation  by its\nexecutives and other key employees, upon whose judgment, interest and continuing\nspecial efforts the Corporation is largely dependent for the successful  conduct\nof its  operations,  and to enable the Corporation to compete  effectively  with\nother  enterprises  for the services of such new executives and employees as may\nbe needed for the continued improvement of the Corporation's  business,  through\nthe grant of restricted  stock awards  ('Awards')  covering shares of the Common\nStock.\n\n     2.  PARTICIPANTS.  Awards may be granted under the Plan to such  executives\nand key employees of the Corporation and its subsidiaries as shall be determined\nby the  Committee  appointed by the Board of Directors as set forth in Section 5\nof the Plan;  provided,  however,  that no Award may be granted to any person if\nsuch grant would  cause the Plan to cease to be an  'employee  benefit  plan' as\ndefined in Rule 405 of  Regulation C  promulgated  under the  Securities  Act of\n1933.\n\n     3. TERM OF THE PLAN.  The Plan shall  become  effective as of May 21, 1998,\nsubject to the approval by the holders of a majority of the shares of issued and\noutstanding  Common  Stock of the  Corporation  present  and  voting at the 1998\nAnnual Meeting of Stockholders of the  Corporation.  The Plan shall terminate on\nthe earliest of (a) April 30, 2008,  (b) such time as all shares of Common Stock\nreserved for issuance  under the Plan have been issued and are fully vested,  or\n(c)  such  earlier  time  as the  Board  of  Directors  of the  Corporation  may\ndetermine.  Any Award  outstanding under the Plan at the time of its termination\nshall remain in effect in accordance  with its terms and conditions and those of\nthe Plan. No Award shall be granted under the Plan after April 30, 2008.\n\n     4. STOCK SUBJECT TO THE PLAN.  Subject to the provisions of Section 11, the\naggregate number of shares of Common Stock for which Awards may be granted under\nthe Plan shall not exceed 3,000,000 shares,  and the maximum number of shares of\nCommon  Stock for which any  individual  may be  granted  Awards  under the Plan\nduring any calendar year is 100,000.  If, on or prior to the  termination of the\nPlan as  provided  in  Section  3, an Award  granted  under the Plan  shall have\nexpired or terminated for any reason without having vested in full, the unvested\nshares  covered  thereby  shall again become  available  for the grant of Awards\nunder the Plan.\n\n     The shares to be delivered  upon exercise of Awards under the Plan shall be\nmade  available,  at the  discretion  of the  Board of  Directors,  either  from\nauthorized but  previously  unissued  shares as permitted by the  Certificate of\nIncorporation of the Corporation or from shares  re-acquired by the Corporation,\nincluding  shares of Common Stock purchased in the open market,  and shares held\nin the treasury of the Corporation.\n\n\n\n\n\n\n     5.  ADMINISTRATION OF THE PLAN. The Plan shall be administered by the Audit\nand  Compensation  Committee  of the  Board  of  Directors  of  the  Corporation\n(hereinafter  called the 'Committee').  The acts of a majority of the Committee,\nat any  meeting  thereof  at which a quorum is  present,  or acts  reduced to or\napproved in writing by a majority of the members of the Committee,  shall be the\nvalid acts of the Committee.  The Committee  shall  determine the executives and\nkey  employees  of the  Corporation  and its  subsidiaries  who shall be granted\nAwards and the number of shares of Common Stock to be subject to each Award.\n\n     The  interpretation and construction of any provision of the Plan or of any\nAward granted under it by the Committee  shall be final,  conclusive and binding\nupon all parties, including the Corporation, its stockholders and Directors, and\nthe executives and employees of the Corporation and its subsidiaries.  No member\nof the Board of Directors or the Committee  shall be liable to the  Corporation,\nany  stockholder,  any  optionholder  or any employee of the  Corporation or its\nsubsidiaries for any action or determination  made in good faith with respect to\nthe Plan or any Award granted under it.\n\n     The expenses of administering the Plan shall be borne by the Corporation.\n\n     6.  GRANT OF  AWARDS.  (a)  Awards  may be  granted  under  the Plan by the\nCommittee in  accordance  with the  provisions of Section 5 at any time prior to\nthe  termination of the Plan. In making any  determination  as to executives and\nkey  employees to whom Awards shall be granted and as to the number of shares to\nbe covered by such Awards,  the Committee  shall take into account the duties of\nthe  respective  executives  and key  employees,  their  present  and  potential\ncontribution  to the success of the  Corporation,  and such other factors as the\nCommittee  shall deem  relevant in  connection  with the  accomplishment  of the\npurposes of the Plan.\n\n          (b) Each Award granted under the Plan shall be granted pursuant to and\nsubject  to the terms and  conditions  of a  restricted  stock  agreement  to be\nentered into between the  Corporation  and the  participant  at the time of such\ngrant. Each such restricted stock agreement shall be in a form from time-to-time\nadopted  for use under the Plan by the  Committee  (such form being  hereinafter\ncalled a 'Restricted  Stock  Agreement').  Any such  Restricted  Stock Agreement\nshall incorporate by reference all of the terms and provisions of the Plan as in\neffect at the time of grant and may contain such other terms and  provisions  as\nshall be approved and adopted by the Committee.\n\n     7. CERTAIN  CONDITIONS OF AWARDS.  Awards  granted under this Plan shall be\nsubject to the following terms and conditions:\n\n          (a) The  prospective  recipient of an Award shall not, with respect to\nsuch Award,  be deemed to have become a  participant  or to have any rights with\nrespect to such Award  unless and until  such  recipient  shall have  executed a\nRestricted Stock Agreement or other agreement evidencing the Award and its terms\nand conditions and delivered a  fully-executed  copy thereof to the  Corporation\nand otherwise complied with the  then-applicable  terms and conditions under the\nPlan.\n\n          (b) Each  participant  shall be issued a  certificate  in  respect  of\nshares of  Common  Stock  awarded  under the  Plan.  Such  certificate  shall be\nregistered in the name of the participant,  and shall bear an appropriate legend\nreferring to the terms,  conditions  and  restrictions  applicable to such Award\nsubstantially in the following form:\n\n\n                                       2\n\n\n\n     'The  transferability of this certificate and the shares of stock\n     represented  hereby  are  subject  to the  terms  and  conditions\n     (including  forfeiture)  of the  1998  Restricted  Stock  Plan of\n     HEALTHSOUTH  Corporation and a Restricted Stock Agreement entered\n     into between the registered  owner and  HEALTHSOUTH  Corporation.\n     Copies of such Plan and Restricted Stock Agreement are on file in\n     the offices of the Secretary of HEALTHSOUTH Corporation.'\n\n          (c) The  Committee  may  adopt  rules  which  provide  that the  stock\ncertificates  evidencing  shares covered by Awards might be held in custody by a\nbank or other  institution,  or that the Corporation may itself hold such shares\nin custody until the restrictions  thereon shall have lapsed, and may require as\na condition of any Award that the participant shall have delivered a stock power\nendorsed in blank relating to the stock covered by such Award.\n\n          (d)  Recipients  of Awards under the Plan are not required to make any\npayment or provide  consideration  therefor other than the rendering of services\nto the Corporation.\n\n     8.  RESTRICTIONS  AND  FORFEITURES.  The  shares  of Common  Stock  awarded\npursuant  to the  Plan  shall  be  subject  to the  following  restrictions  and\nconditions:\n\n          (a) During a period set by the Committee of not less than one year nor\nmore  than 10 years  commencing  with the  date of an  Award  (the  'Restriction\nPeriod'), a participant will not be permitted to sell, transfer,  pledge, assign\nor otherwise  dispose of shares of Common Stock awarded  pursuant to said Award.\nWithin these limits, the Committee may provide for the vesting of Awards and the\nlapse of such  restrictions in installments  based upon the passage of time, the\nachievement by the Corporation of certain  identified  performance goals, or the\noccurrence of other events,  or any  combination  thereof,  all as the Committee\ndeems appropriate.\n\n          (b) Except as provided in Section 8(a), a participant  shall have with\nrespect to the shares of Common Stock covered by an Award all of the rights of a\nstockholder  of the  Corporation,  including  the right to vote such  shares and\nreceive dividends and other distributions thereon.\n\n          (c)  Subject to the  provisions  of  Section  8(d),  unless  otherwise\nprovided in the applicable  Restricted  Stock  Agreement,  upon termination of a\nparticipant's  employment  for any reason  during the  Restriction  Period,  all\nshares awarded to such  participant  and still subject to  restriction  shall be\nforfeited by the  participant  and be  reacquired  by the  Corporation,  without\nconsideration or payment therefor.\n\n          (d) In the event of a participant's  retirement,  disability or death,\nall restrictions with respect to such  participant's  Award shall lapse (subject\nto Section 8(e)) and such  participant or his  beneficiary  shall be entitled to\nreceive (if held in custody by the  Corporation or a bank or other  institution)\nand retain all of the stock subject to the Award; provided, however, that in the\ncase of retirement, the Committee in its sole discretion may determine that such\nrestrictions  shall not lapse as to all or a portion  of an Award or that all or\nany of the shares subject to restriction shall be forfeited.\n\n          (e) The  Committee  may  impose  any  conditions  on an Award it deems\nadvisable to ensure the participant's payment to the Corporation of any federal,\nstate or local taxes required to be withheld with respect to such award.\n\n\n                                       3\n\n\n\n\n          (f) Notwithstanding  any contrary provision  contained herein,  unless\notherwise  expressly  provided  in the  Restricted  Stock  Agreement,  any Award\ngranted hereunder shall become immediately vested in full upon the occurrence of\na Change in Control of the  Corporation.  For  purposes  of this  Section  8(f),\n'Change in Control' shall mean\n\n          (i) the acquisition  (other than from the  Corporation) by any person,\n     entity or 'group'  (within the meaning of Sections  13(d)(3) or 14(d)(2) of\n     the Securities Exchange Act of 1934, but excluding,  for this purpose,  the\n     Corporation  or its  subsidiaries,  or any  employee  benefit  plan  of the\n     Corporation  or its  subsidiaries  which acquires  beneficial  ownership of\n     voting  securities of the Corporation) of beneficial  ownership (within the\n     meaning of Rule 13d-3  promulgated  under the  Securities  Exchange  Act of\n     1934) of 25% or more of either the then-outstanding  shares of Common Stock\n     or the combined voting power of the Corporation's  then-outstanding  voting\n     securities entitled to vote generally in the election of Directors; or\n\n          (ii)  individuals  who, as of May 21,  1998,  constitute  the Board of\n     Directors of the Corporation (as of such date, the 'Incumbent Board') cease\n     for any reason to constitute at least a majority of the Board of Directors;\n     provided,  however,  that any person becoming a Director subsequent to such\n     date whose election, or nomination for election,  was approved by a vote of\n     at least a majority of the Directors then  constituting the Incumbent Board\n     (other  than an election  or  nomination  of an  individual  whose  initial\n     assumption of office is in connection with an actual or threatened election\n     contest relating to the election of Directors of the Corporation) shall be,\n     for purposes of this Section 8(f),  considered as though such person were a\n     member of the Incumbent Board; or\n\n          (iii)  approval  by  the   stockholders   of  the   Corporation  of  a\n     reorganization,  merger, consolidation or share exchange, in each case with\n     respect  to which  persons  who were the  stockholders  of the  Corporation\n     immediately prior to such  reorganization,  merger,  consolidation or share\n     exchange do not, immediately thereafter,  own more than 75% of the combined\n     voting power entitled to vote generally in the election of directors of the\n     reorganized,    merged,    consolidated   or   other   surviving   entity's\n     then-outstanding voting securities,  or a liquidation or dissolution of the\n     Corporation  or the sale of all or  substantially  all of the assets of the\n     Corporation.\n\n     9.  NONTRANSFERABILITY OF AWARDS. (a) Except to the extent that such Awards\nare vested,  Awards  granted under the Plan shall be assignable or  transferable\nonly by will or pursuant to the laws of descent and distribution,  except to the\nextent set forth in the following paragraph.\n\n          (b)  Upon  written  notice  to the  Secretary  of the  Corporation,  a\nparticipant  may,  except as otherwise  prohibited by applicable  law,  transfer\nshares  granted  under  the Plan to one or more  members  of such  participant's\nimmediate  family,  to  a  partnership   consisting  only  of  members  of  such\nparticipant's  immediate  family,  or to a trust all of whose  beneficiaries are\nmembers of the participant's  immediate family.  For purposes of this section, a\nparticipant's  'immediate  family'  shall be deemed  to  include  such  holder's\nspouse, children and grandchildren only.\n\n     10.  NO  RIGHT  OF  CONTINUED  EMPLOYMENT.  Nothing  in the  Plan or in the\nRestricted  Stock  Agreement  shall  confer  upon any  participant  the right to\ncontinue in the employ of the  Corporation or\n\n\n\n                                       4\n\n\n\n\nany of its subsidiaries or in any other relationship thereto or interfere in any\nway with the right of the  Corporation  to terminate  such  employment  or other\nrelationship at any time.\n\n     11.  ADJUSTMENT  OF AND  CHANGES IN  CAPITALIZATION.  In the event that the\noutstanding shares of Common Stock shall be changed in number or class by reason\nof split-ups, combinations, mergers, consolidations or recapitalizations,  or by\nreason of stock dividends, the number or class of shares which thereafter may be\nacquired  through Awards granted under the Plan, both in the aggregate and as to\nany  individual,  and the  number  and class of shares  then  subject  to Awards\ntheretofore  granted  shall be adjusted  so as to reflect  such  change,  all as\ndetermined  by the Board of  Directors  of the  Corporation.  In the event there\nshall be any other  change in the  number or kind of the  outstanding  shares of\nCommon Stock,  or of any stock or other  securities into which such Common Stock\nshall have been changed, or for which it shall have been exchanged,  then if the\nBoard of Directors  shall,  in its sole  discretion,  determine that such change\nequitably  requires an adjustment in any Award theretofore  granted or which may\nbe granted under the Plan, such adjustment shall be made in accordance with such\ndetermination.\n\n     Notice of any adjustment  shall be given by the  Corporation to each holder\nof an Award which shall have been so adjusted  and such  adjustment  (whether or\nnot such notice is given) shall be effective and binding for all purposes of the\nPlan.\n\n     Fractional  shares resulting from any adjustment in Awards pursuant to this\nSection 11 may be settled in cash or  otherwise  as the Board of  Directors  may\ndetermine.\n\n     12.  SECURITIES  ACTS  REQUIREMENTS.  As a condition to the issuance of any\nshares  pursuant  to an Award  under the Plan,  the  Board of  Directors  or the\nCommittee,  as the case may be, may require a  participant  to furnish a written\nrepresentation  that he is acquiring  the shares for  investment  and not with a\nview to  distribution  of the  shares  to the  public  and a  written  agreement\nrestricting the transferability of the shares solely to the Corporation, and may\naffix  a  restrictive   legend  or  legends  on  the  face  of  the  certificate\nrepresenting such shares. Such representation,  agreement and\/or legend shall be\nrequired  only in cases  where in the opinion of the Board of  Directors  or the\nCommittee, as the case may be, and counsel for the Corporation,  it is necessary\nto enable the Corporation to comply with the provisions of the Securities Act of\n1933 or other Federal or state  statutes  having similar  requirements,  and any\nstockholder who gives such  representation  and agreement shall be released from\nit and the legend  removed at such time as the shares to which they  applied are\nregistered or qualified  pursuant to the Securities Act of 1933 or other Federal\nor state statutes having similar requirements,  or at such other time as, in the\nopinion  of the Board of  Directors  or the  Committee,  as the case may be, and\ncounsel for the Corporation,  the  representation and agreement and legend cease\nto be necessary to enable the  Corporation  to comply with the provisions of the\nSecurities  Act of 1933 or  other  Federal  or  state  statutes  having  similar\nrequirements.\n\n     13.  AMENDMENT OF THE PLAN. The Plan may, at any time or from time to time,\nbe termi nated,  modified or amended by the  stockholders  of the Corporation by\nthe affirmative  vote of the holders of a majority of the outstanding  shares of\nthe Corporation's  Common Stock present and entitled to vote at a meeting of the\nCorporation's  stockholders duly called and held (or, to the extent permitted by\nlaw, by written consent of the holders of a majority of the  outstanding  shares\nof the  Corporation's  Common Stock entitled to vote). The Board of Directors of\nthe Corporation may, insofar as permitted by law, from time to time with respect\nto any shares of Common  Stock at the time not  subject  to  Awards,  suspend or\ndiscontinue the Plan or revise or amend it in any respect whatsoever;  provided,\nhowever, that, without approval of the stockholders of the Corporation,  no such\nrevision or amendment shall increase the number\n\n\n                                       5\n\n\n\n\nof shares  subject to the Plan,  extend the period  during  which  Awards may be\nvested, or change the provisions  relating to adjustment to be made upon changes\nin capitalization.\n\n     14.  CHANGES IN LAW.  Subject to the provisions of Section 13, the Board of\nDirectors  shall  have the  power to amend the Plan and any  outstanding  Awards\ngranted thereunder in such respects as the Board of Directors shall, in its sole\ndiscretion, deem advisable in order to incorporate in the Plan or any such Award\nany new  provision  or change  designed  to  comply  with or take  advantage  of\nrequirements or provisions of the Internal Revenue Code of 1986, as amended,  or\nany other statute,  or Rules or Regulations of the Internal  Revenue  Service or\nany other Federal or state governmental  agency enacted or promulgated after the\nadoption of the Plan.\n\n     15. LEGAL MATTERS. Every right of action by or on behalf of the Corporation\nor by any stock holder  against any past,  present or future member of the Board\nof  Directors,  officer or  employee  of the  Corporation  arising  out of or in\nconnection with this Plan shall, irrespective of the place where such action may\nbe brought and  irrespective  of the place of  residence  of any such  Director,\nofficer or employee,  cease and be barred by the  expiration of three years from\nwhichever  is the later of (a) the date of the act or  omission  in  respect  of\nwhich such right of action  arises,  or (b) the first date upon which  there has\nbeen  made  generally   available  to  stockholders  an  annual  report  of  the\nCorporation  and a  proxy  statement  for the  Annual  Meeting  of  Stockholders\nfollowing  the issuance of such annual  report,  which  annual  report and proxy\nstatement  alone or together set forth,  for the related  period,  the aggregate\nnumber of shares for which Awards were granted;  and any and all right of action\nby any  employee  or  executive  of the  Corporation  (past,  present or future)\nagainst the  Corporation  arising out of or in connection  with this Plan shall,\nirrespective of the place where such action may be brought,  cease and be barred\nby the expiration of three years from the date of the act or omission in respect\nof which such right of action arises.\n\n     This Plan and all  determinations  made and actions taken  pursuant  hereto\nshall be governed by the law of Delaware,  applied  without giving effect to any\nconflicts-of-law principles, and construed accordingly.\n\n\n                                       6\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7751],"corporate_contracts_industries":[9438],"corporate_contracts_types":[9539,9545],"class_list":["post-38311","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-healthsouth-corp","corporate_contracts_industries-health__misc","corporate_contracts_types-compensation","corporate_contracts_types-compensation__esp"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/38311","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=38311"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=38311"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=38311"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=38311"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}