{"id":38349,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/1999-executive-equity-loan-plan-healthsouth-corp.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"1999-executive-equity-loan-plan-healthsouth-corp","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/1999-executive-equity-loan-plan-healthsouth-corp.html","title":{"rendered":"1999 Executive Equity Loan Plan &#8211; HealthSouth Corp."},"content":{"rendered":"<pre>                             HEALTHSOUTH Corporation\n\n                         1999 EXECUTIVE EQUITY LOAN PLAN\n\n     1. PURPOSE OF THE PLAN. The purpose of the 1999 Executive  Equity Loan Plan\n(the  'Plan')  of  HEALTHSOUTH   Corporation,   a  Delaware   corporation   (the\n'Corporation'),  is to provide  incentive  for future  endeavor and to align the\ninterests of the  Corporation's  management and its  stockholders by providing a\nmechanism  to enhance  ownership of the Common  Stock,  par value $.01 per share\n(the  'Common  Stock'),  of the  Corporation  by its  executives  and  other key\nemployees,  upon whose  judgment,  interest and continuing  special  efforts the\nCorporation is largely  dependent for the successful  conduct of its operations,\nand to enable the Corporation to compete  effectively with other enterprises for\nthe  services  of such new  executives  and  employees  as may be needed for the\ncontinued improvement of the Corporation's business, through the making of loans\n('Loans') to such  executives  and  employees  to purchase  shares of the Common\nStock.\n\n     2.  PARTICIPANTS.  Loans may be made under the Plan to such  executives and\nkey employees  ('Participants') of the Corporation and its subsidiaries as shall\nbe determined by the Committee (as set forth in Section 5 of the Plan).\n\n     3. TERM OF THE PLAN.  The Plan shall  become  effective as of May 20, 1999,\nsubject to the approval by the holders of a majority of the shares of issued and\noutstanding  Common Stock of the  Corporation  present in person or by proxy and\nvoting at the 1998 Annual Meeting of Stockholders of the  Corporation.  The Plan\nshall  terminate  on the earlier of (a) May 19, 2009 or (b) such earlier time as\nthe Board of Directors of the  Corporation may determine.  Any Loan  outstanding\nunder  the  Plan at the  time of its  termination  shall  remain  in  effect  in\naccordance with its terms and conditions and those of the Plan. No Loan shall be\nmade under the Plan after May 19, 2009.\n\n     4. LOANS UNDER THE PLAN.  Loans may be made under the Plan in such  amounts\nare as approved by the Committee,  provided that the maximum aggregate principal\namount  of  Loans  outstanding  under  the  Plan at any time  shall  not  exceed\n$50,000,000.  If,  on or prior to the  termination  of the Plan as  provided  in\nSection  3, the  principal  amount of any Loan  under the Plan  shall  have been\nrepaid in whole or in part,  the  principal  amount so repaid shall again become\navailable  for the  making of Loans  under the Plan,  subject  to the  foregoing\nlimitation on the maximum aggregate principal amount outstanding at any time.\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  (the\n'Committee'). The acts of a majority of the Committee, at any meeting thereof at\nwhich a quorum is  present,  or acts  reduced  to or  approved  in  writing by a\nmajority  of the  members  of the  Committee,  shall  be the  valid  acts of the\nCommittee. The Committee shall determine the executives and key employees of the\nCorporation  and its  subsidiaries  who shall  receive  Loans and the  principal\namount of each such Loan.\n\n     The  interpretation and construction of any provision of the Plan or of any\nLoan made under it by the Committee shall be final,  conclusive and binding upon\nall parties, including the Corporation,  its stockholders and Directors, and the\nexecutives and employees of the Corporation and its  subsidiaries.  No member of\nthe Board of Directors or the Committee shall be liable to the Corporation,  any\nstockholder  or any  employee of the  Corporation  or its  subsidiaries  for any\naction or determination  made in good faith with respect to the Plan or any Loan\nmade under it.\n\n     The  Committee  may  delegate   responsibility  for  all  or  part  of  the\nadministration of the Plan to appropriate officers of the Corporation; provided,\nhowever,  that no such officers  shall have the power or authority to make Loans\nunder the Plan, amend,  waive or modify any provision of the Plan or forgive any\nLoans,  in whole or in part,  without the express  approval of the  Committee in\neach case.\n\n     The expenses of administering the Plan shall be borne by the Corporation.\n\n     6.  LOANS.  (a)  Loans  may be made  under  the  Plan by the  Committee  in\naccordance with the provisions of Section 5 at any time prior to the termination\nof the Plan. In making any  determination  as to executives and key employees to\nwhom  Loans  shall be made and as to the  principal  amount of such  Loans,  the\nCommittee  shall take into account the duties of the  respective  executives and\nkey employees,  their present and potential  contribution  to the success of the\nCorporation,  and such other  factors as the  Committee  shall deem  relevant in\nconnection with the accomplishment of the purposes of the Plan.\n\n     (b) Each Loan made under the Plan shall be granted  pursuant to and subject\nto the terms and  conditions of a loan  agreement to be entered into between the\nCorporation  and the  Participant  at the time of such  grant.  Each  such  loan\nagreement shall be in a form from time-to-time adopted for use under the Plan by\nthe Committee (such form being hereinafter called a 'Loan Agreement').\n\n\nAny such Loan  Agreement  shall  incorporate  by reference  all of the terms and\nprovisions  of the Plan as in effect at the time of grant and may  contain  such\nother terms and provisions as shall be approved and adopted by the Committee.\n\n     7. CERTAIN CONDITIONS OF LOANS. Loans made under this Plan shall be subject\nto the following terms and conditions:\n\n     (a) The  proceeds  of Loans may be used only for  purchases  of the  Common\nStock in open-market transactions, block trades or negotiated transactions. Such\npurchases must be effected through a broker approved by the Corporation.\n\n     (b) Loans  shall have a maturity  date of seven  years from the date of the\nLoan, subject to acceleration and termination as provided herein.  Such maturity\ndate may be extended for up to one additional  year by the Committee,  acting in\nits discretion. The unpaid principal balance of each Loan shall bear interest at\na rate equal to the effective interest rate on the average  outstanding  balance\nunder the  Corporation's  principal credit agreement for each calendar  quarter,\nadjustable as of the end of each calendar quarter, which effective interest rate\nshall be determined  by the  Controller of the  Corporation.  Interest  shall be\ncompounded  annually.  Subject  to the terms  and  conditions  set forth  below,\nrepayment of principal and interest may be deferred  until final maturity of the\nLoan.\n\n     (c) Each Loan  shall be  secured by a pledge of all of the shares of Common\nStock purchased with the proceeds thereof ('Loan Shares'), pursuant to which the\nParticipant  shall grant the  Corporation a first  priority lien on and security\ninterest in the Loan Shares.  The Loan Shares may not be sold for one year after\nthe date on which  they were  acquired  (the  'Acquisition  Date').  Thereafter,\none-third of the aggregate  number of Loan Shares may be sold during each of the\nsecond,  third and fourth  years  after the  Acquisition  Date,  with any unsold\nportion carrying forward from year to year. The proceeds from any such sale must\nbe used to repay a percentage of the  principal  amount of the Loan equal to the\npercentage  of Loan  Shares  sold,  less any  amounts  withheld  for taxes  (the\n'Mandatory  Prepayment  Amount').  Any  proceeds  in  excess  of  the  Mandatory\nPrepayment Amount shall be retained by the Participant.\n\n     (d)  Notwithstanding  any  contrary  provision  in the  Plan  or  any  Loan\nAgreement,  a Loan shall immediately  mature,  and all principal and accrued but\nunpaid  interest  thereon  shall be due and  payable,  within 30 days  after the\neffective  date  of any  termination  of  the  Participant's  employment  by the\nCorporation,  whether voluntary or involuntary,  or upon the death or disability\nof the  Participant.  Without  limiting the  generality  of the  foregoing,  the\nCorporation  may, but shall not be required to,  repurchase the Loan Shares of a\nParticipant at such Participant's original acquisition cost if the Participant's\nemployment is terminated,  voluntarily or involuntarily or by reason of death or\ndisability,  within the first three years after the Acquisition Date,  according\nto the following schedule:\n\n                                                 Percentage of Loan Shares\n            Year Beginning On                      Subject to Repurchase\n           ---------------------                -------------------------\n           Acquisition Date                                  100%\n           First Anniversary of\n            the Acquisition Date                          66 2\/3%\n           Second Anniversary of\n            the Acquisition Date                          33 1\/3%\n\n\n\n\n     The terms of such  repurchase  shall be as set forth in the Loan Agreement.\nIn the  event of any such  repurchase,  the  purchase  price  of the  shares  so\nrepurchased  shall be credited  against the  outstanding  principal  balance and\naccrued  but  unpaid  interest  on  the  Loan,  and  the  Participant  shall  be\nresponsible for the payment of any deficiency.\n\n     (e) Each certificate evidencing Loan Shares shall be registered in the name\nof the Participant, and shall bear a legend in substantially the following form:\n\n     'The   transferability   of  this  certificate  and  the  shares  of  stock\n     represented  hereby  are  subject to the terms and  conditions  of the 1999\n     Executive Equity Loan Plan of HEALTHSOUTH  Corporation and a Loan Agreement\n     entered  into between the  registered  owner and  HEALTHSOUTH  Corporation.\n     Copies of such Plan and Loan  Agreement  are on file in the  offices of the\n     Secretary of HEALTHSOUTH Corporation.'\n\n     (f) The Committee may adopt rules which provide that the stock certificates\nevidencing Loan Shares may be held in custody by a bank or other institution, or\nthat  the  Corporation  may  itself  hold  such  shares  in  custody  until  the\nrestrictions  thereon  shall have lapsed,  and may require as a condition of any\nLoan that the  participant  shall have delivered a stock power endorsed in blank\nrelating to the Loan Shares.\n\n     (g) Loans shall be made with full recourse,  and each Participant  shall be\nrequired  to repay all  principal  and  accrued  but  unpaid  interest  upon the\nmaturity of the Loan (or its earlier acceleration or termination),  irrespective\nof whether the Participant\n\n\nhas sold Loan Shares or whether the proceeds of any such sale were sufficient to\nrepay all principal and interest with respect to the Loan.  If, at any time, the\nCommittee  determines in its  reasonable  discretion  that the value of the Loan\nShares pledged as security for the Loan is less than the indebtedness  evidenced\nby the Loan,  the Committee  shall require the  Participant  to post  additional\nsecurity (which may be shares of Common Stock or other collateral  acceptable to\nthe Committee,  in its reasonable  discretion) in an amount  sufficient to fully\nsecure the indebtedness of the Loan.\n\n     8. CERTAIN RIGHTS OF PARTICIPANTS.  Notwithstanding  any contrary provision\nof the Plan or any Loan  Agreement,  a participant  holding Loan Shares shall be\nentitled to the following rights:\n\n     (a) A participant  shall have with respect to Loan Shares all of the rights\nof a stockholder of the Corporation, including the right to vote such shares and\nreceive dividends and other distributions thereon.\n\n     (b)  Unless  otherwise  expressly  provided  in  the  Loan  Agreement,  any\nrestrictions on a participant's  ability to sell any of the Loan Shares pursuant\nto Section 7(c) shall  terminate  upon the  occurrence of a Change in Control of\nthe  Corporation.  For purposes of this Section 8(b),  'Change in Control' shall\nmean\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 20,  1999,  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(b),  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     Notwithstanding the foregoing, however, the pledge of the Loan Shares shall\ncontinue in full force and effect until such time as all  principal  and accrued\nbut unpaid interest under the Loan has been repaid.\n\n     9. NO RIGHT OF  CONTINUED  EMPLOYMENT.  Nothing  in the Plan or in the Loan\nAgreement  shall confer upon any participant the right to continue in the employ\nof the  Corporation  or any of its  subsidiaries  or in any  other  relationship\nthereto or interfere in any way with the right of the  Corporation  to terminate\nsuch employment or other relationship at any time.\n\n     10.  AMENDMENT OF THE PLAN. The Plan may, at any time or from time to time,\nbe terminated, modified or amended by the stockholders of the Corporation by the\naffirmative  vote of the holders of a majority of the outstanding  shares of the\nCorporation's Common Stock present in person or by proxy and entitled to vote at\na meeting of the  Corporation's  stockholders  duly  called and held (or, to the\nextent  permitted by law, by written consent of the holders of a majority of the\noutstanding  shares of the  Corporation's  Common Stock  entitled to vote).  The\nBoard of Directors of the  Corporation  may,  insofar as permitted by law,  from\ntime to time  suspend  or  discontinue  the  Plan or  revise  or amend it in any\nrespect   whatsoever;   provided,   however,   that,  without  approval  of  the\nstockholders  of the  Corporation,  no such revision or amendment shall increase\nthe maximum aggregate principal amount of Loans made under the Plan.\n\n     11.  CHANGES IN LAW.  Subject to the provisions of Section 10, the Board of\nDirectors  shall  have the  power to amend  the Plan and any  outstanding  Loans\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\n\n     12. LEGAL MATTERS. Every right of action by or on behalf of the Corporation\nor by any stockholder against any past, present or future member of the Board of\nDirectors,  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<\/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":[9539,9548],"class_list":["post-38349","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__msp"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/38349","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=38349"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=38349"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=38349"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=38349"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}