Deferred Stock Award granted to Gary D. Newsome



 Exhibit 10.27 
 HEALTH MANAGEMENT ASSOCIATES, INC. 
 1996 EXECUTIVE INCENTIVE COMPENSATION PLAN 
 AWARD NOTICE 
  

							
		 	Grantee:	  	 Gary D. Newsome
	 	
		 	Type of Awards:	  	 Deferred Stock Award
	 	
		 	Number of Shares:	  	 500,000
	 	
		 	Date of Grant:	  	 December 2, 2008
	 	

 1. Grant of Deferred Stock. This Award Notice serves to notify you that the Compensation
Committee (the “Committee”) of the Board of Directors of Health Management Associates, Inc. (“HMA”) hereby grants to you, under HMA’s 1996 Executive Incentive Compensation Plan (the “Plan”), a deferred stock award
(the “Award”), on the terms and conditions set forth in this Award Notice and the Plan, for the number of shares of HMA’s Class A Common Stock, par value $.01 per share (the “Common Stock”) set forth above. The Plan is
incorporated herein by reference and made a part of this Award Notice. A copy of the Plan is available from HMA’s Human Resources Department upon request. You should review the terms of this Award Notice and the Plan carefully. The capitalized
terms used and not defined in this Award Notice are defined in the Plan. 
 2. Vesting. Subject to the terms set forth in this Award
Notice and the Plan, the Award will vest as follows: all shares vest on January 2, 2009. 
 3. Effect of Change In Control. Upon
the occurrence of a Change In Control of HMA, your rights will be determined in accordance with Section 9 of the Plan. 
 4. Nature
of Award. The Award will initially be evidenced by book-entry registration only, without the issuance of a certificate representing the shares of Common Stock underlying the Award. Until vested in accordance with Section 2, the Award
constitutes the Company’s unfunded and unsecured promise to issue shares of Common Stock to you on a future date. You agree to repay the Company the value of the Stock Award if you are removed from your position as President and CEO for cause
prior to December 31, 2009. 
 5. Issuance of Shares. Subject to Section 9 of this Award Notice, upon the vesting of any
shares of this Award pursuant to this Award Notice, HMA shall issue a certificate representing such vested shares of Common Stock as promptly as practicable following the date of vesting. The shares of Common Stock may be issued during your lifetime
only to you, or after your death to your designated beneficiary, or, in the absence of such beneficiary, to your duly qualified personal representative. 
 6. Nonassignability. The Award and the shares of Common Stock underlying the Award may not, except as otherwise provided in the Plan, be sold, assigned, transferred, pledged, hypothecated, margined or otherwise
encumbered in any way prior to the vesting of such shares, 








 
whether by operation of law or otherwise, except by will or the laws of descent and distribution. After vesting, the sale or other transfer of the shares of
Common Stock shall be subject to applicable laws and regulations under the Securities Exchange Act of 1934, as amended. 
 7. Rights as a
Stockholder; No Dividend Equivalents. Prior to the vesting of the shares of Common Stock awarded under this Award Notice, you will not have any of the rights of a stockholder with respect to the shares of Common Stock so awarded. Without
limiting the foregoing, you will have no right to receive dividends, if any, as may be declared on such shares from time to time or the right to vote (in person or by proxy) such shares at any meeting of stockholders of HMA. No “Dividend
Equivalents” (as that term is defined in the Plan) shall be paid with respect to the Common Stock underlying this Award. 
 8. Rights
of HMA and Subsidiaries. This Award Notice does not affect the right of HMA or any of its subsidiaries to take any corporate action whatsoever, including without limitation its right to recapitalize, reorganize or make other changes in its
capital structure or business, merge or consolidate, issue bonds, notes, shares of Common Stock or other securities, including preferred stock, or options therefore, dissolve or liquidate, or sell or transfer any part of its assets or business.

 9. Restrictions on Issuance of Shares. If at any time HMA determines that the listing, registration or qualification of the shares
of Common Stock underlying the Award upon any securities exchange or under any state or federal law, or the approval of any governmental agency, is necessary or advisable as a condition to the issuance of a certificate representing any vested shares
of Common Stock under this Award Notice, such issuance may not be made in whole or in part unless and until such listing, registration, qualification or approval shall have been effected or obtained free of any conditions not acceptable to HMA.

 10. Plan Controls. The Award is subject to all of the provisions of the Plan, which is hereby incorporated by reference, and is
further subject to all the interpretations, amendments, rules and regulations that may from time to time be promulgated and adopted by the Committee pursuant to the Plan. In the event of any conflict among the provisions of the Plan and this Award
Notice, the provisions of the Plan will be controlling and determinative. 
 11. Amendment. Except as otherwise provided by the Plan,
HMA may only alter, amend or terminate this Award with your consent. 
 12. Governing Law. This Award Notice shall be governed by and
construed in accordance with the laws of the State of Delaware, except as superseded by applicable federal law, without giving effect to its conflicts of law provisions. 
  


 2 








 ACKNOWLEDGEMENT 
 The undersigned acknowledges receipt of, and understands and agrees to be bound by, this Award Notice and the Plan. The undersigned further acknowledges that this Award Notice and the Plan set forth the entire
understanding between him or her and HMA regarding the deferred stock award granted by this Award Notice and that this Award Notice and the Plan supercede all prior oral and written agreements on that subject. 
  

			
		
	Dated:	 	December 8, 2008

  
  
  

	
	
	/s/ Gary D. Newsome
	Gary D. Newsome


  

 3