Exhibit 10.5






	 	 	 	 	 



Exhibit 10.5




SELECT MEDICAL HOLDINGS CORPORATION

RESTRICTED STOCK AWARD AGREEMENT UNDER THE

2005 EQUITY INCENTIVE PLAN FOR NON-EMPLOYEE DIRECTORS





This Restricted Stock Award Agreement (this “Agreement”) is made as of August 11, 2010
(the “Effective Date”), between SELECT MEDICAL HOLDINGS CORPORATION, a Delaware corporation
(the “Company”), and WILLIAM H. FRIST, M.D., an individual (the “Participant”).



WHEREAS, the Company has adopted the 2005 Equity Incentive Plan for Non-Employee Directors,
amended and restated as of August 12, 2009 (the “Plan”), all of the terms and provisions of
which are incorporated herein by reference and made a part hereof;



WHEREAS, the Participant serves as an independent member of the Board of Directors of the
Company;



WHEREAS, in order to provide an incentive to the Participant to serve as an independent member
of the Board of Directors of the Company, the Company has approved and authorized the issuance of
certain shares of the Common Stock of the Company, par value $.001 per share (the “Stock”),
to the Participant, subject to the terms of the Plan and this Agreement; and



WHEREAS, all capitalized terms used but not defined herein shall have the meanings set forth
in the Plan.



NOW, THEREFORE, in consideration of the services to be rendered by the Participant as an
independent member of the Board of Directors of the Company, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the
Participant agree to the terms and conditions set forth herein.



1. Award of Restricted Stock. The Company hereby awards and issues to the
Participant, effective as of the date hereof, 10,000 shares of Stock (the “Restricted
Stock”).



2. Vesting Schedule. Subject to the further provisions of this Agreement, and the
Participant’s continued service as an independent member of the Board of Directors of the Company,
on the applicable vesting date, commencing on August 11, 2011 and on August 11 of each year
thereafter, 20% of the shares of Restricted Stock shall vest, so that the following number of
shares of Restricted Stock shall have vested:



	 	 	 	 	 
	 	 	Cumulative Shares of	 
	Vesting Dates	 	Restricted Stock Vested	 
	 
	 	 	 	 
	August 11, 2011
	 	 	2,000	 
	 
	 	 	 
	August 11, 2012
	 	 	4,000	 
	 
	 	 	 
	August 11, 2013
	 	 	6,000	 
	 
	 	 	 
	August 11, 2014
	 	 	8,000	 
	 
	 	 	 
	August 11, 2015
	 	 	10,000	 
	 
	 	 	 





 


 









 





Subject to Section 5 hereof, the period beginning on the date hereof through and including
the vesting date for any shares of Restricted Stock shall be referred to herein as the
“Restricted Period” with respect to such shares of Restricted Stock.



3. Transferability. Shares of Restricted Stock which have not vested may not be sold,
assigned, transferred, pledged, or otherwise disposed of under any circumstances during the
applicable Restricted Period, except that such shares may be transferred to a Permitted Transferee
who agrees in writing (in a form satisfactory to the Company and its counsel) to be bound by this
Agreement to the same extent as the Participant, and any such transferred shares shall continue to
be subject to forfeiture upon the Participant’s termination of service as an independent member of
the Board of Directors of the Company as provided herein. The Restricted Stock shall not be
subject to execution, attachment or similar process during the applicable Restricted Period. Upon
any attempt to transfer, assign, pledge, or otherwise dispose of the Restricted Stock during the
applicable Restricted Period contrary to the provisions of the Plan or this Agreement, or upon the
levy of any attachment or similar process upon the Restricted Stock during the applicable
Restricted Period, the Restricted Stock shall immediately be forfeited to the Company and cease to
be outstanding.



4. Forfeiture of Restricted Stock. All unvested shares of Restricted Stock shall
immediately be forfeited to the Company and cease to be outstanding upon the termination of the
Participant’s service as an independent member of the Board of Directors of the Company. The
Participant acknowledges that neither the Participant nor the Participant’s estate will have any
claim whatsoever against the Company or any Subsidiary related to any forfeiture of the Restricted
Stock.



5. Acceleration of Vesting Upon Change of Control. Upon a Change of Control all
Restricted Periods shall terminate and all outstanding shares of Restricted Stock shall be vested
in full and all limitations on such Restricted Stock set forth in this Agreement shall
automatically lapse.



6. Plan Governing. The Participant hereby acknowledges receipt of a copy of the Plan
and accepts and agrees to be bound by all of the terms and conditions of the Plan as if set out
verbatim in this Agreement. In the event of a conflict between the terms of the Plan and the terms
of this Agreement, the terms of the Plan shall control.



7. Miscellaneous. This Agreement may be amended only by written agreement of the
Participant and the Company and may be amended without the consent of any other person. The
provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto
and their respective successors, representatives, heirs, descendants, distributees and permitted
assigns. This Agreement may be executed in any number of counterparts, each of which shall be an
original, with the same effect as if the signatures thereto and hereto were upon the same
instrument.



IN WITNESS WHEREOF, the parties have executed this Agreement effective as of the Effective
Date.


 


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	 	SELECT MEDICAL HOLDINGS CORPORATION

 	 
	 	By:  	/s/   Robert A. Ortenzio
 	 
	 	 	Name:  	Robert A. Ortenzio 	 
	 	 	Title:  	Chief Executive Officer 	 
	 
	 	PARTICIPANT:

 	 
	 	/s/  William H. Frist, M.D.
 	 
	 	William H. Frist, M.D. 	 


 


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