Ex-10.5






Exhibit 10.5




LifePoint Hospitals, Inc.

Outside Directors Stock and Incentive Compensation Plan




Deferred Restricted Stock Award Agreement

GRANT NUMBER




     This Agreement is made and entered into by and between LifePoint
Hospitals, Inc. (the “Company”) and ______ (the “Participant”), in connection with an
award under the LifePoint Hospitals, Inc. Outside Directors Stock and Incentive Compensation Plan
(the “Plan”) that was made on
____________, 20___ (the “Date of Grant”).



     The Company established the Plan for the purpose of encouraging its outside directors to
acquire the common stock of the Company (“Common Stock”). The Participant is a director of the
Company and is not employed by the Company or one of its Subsidiaries. In consideration of the
foregoing, the Participant has been awarded the right to receive shares of Restricted Stock on a
deferred date, described as the Realization Date herein, subject to the terms and conditions set
forth in this Agreement and in the Plan.



     1. Award. The Participant shall receive on the “Realization Date” (as defined herein)
______ vested shares of Restricted Stock, subject to adjustment as provided in Section 10 of the
Plan. These shares will not be issued or outstanding prior to the Realization Date but will be
credited to a bookkeeping account that is established by the Company in the name of the
Participant. If this award becomes vested, as described in Paragraph 1(a), a number of shares of
Common Stock equal to the number of shares credited to such account will be transferred to the
Participant on the Realization Date.




     (a) Vesting. This award will be fully vested and no longer subject to forfeiture upon
the soonest of any of the following conditions to occur: (i) six months and one day from the
Date of Grant, (ii) the death or Disability of the Participant, or (iii) events described in
Section 9 of the Plan in connection with a change in the control of the Company; provided,
however, if the Participant ceases to be a member of the Board prior to the satisfaction of
any such condition for vesting, this award shall be immediately forfeited.




     (b) Realization Date. The Participant’s right to receive Common Stock under the
Restricted Stock award is deferred until the Realization Date. The Realization Date for
purposes of this award is the first business day following the soonest of (i) the third
anniversary of the Date of Grant, or (ii) the date the Participant ceases to be a member of
the Board.




     (c) Dividend Equivalents. The shares credited to the Participant’s account prior to the
Realization Date will be credited with dividend equivalents at the time of any payment of
dividends on Shares to stockholders. The amount of any such dividend equivalents shall equal
the amount that would have been payable to the Participant as a stockholder in respect of a
number of Shares equal to the number of shares then credited to him. Any such dividend
equivalents shall be credited to the Participant’s account described in this Paragraph 1 as
of the date on which such dividend would have been payable and shall be converted into the
vested right to receive additional shares of



 









 






     Common Stock on the Realization Date based upon the Fair Market Value of a Share on the
date of such crediting.



     2. Transfer of Award. Except for transfers pursuant to a will or the laws of descent
and distribution, neither this award nor the Restricted Stock covered hereby is transferable, and
the Participant may not make any disposition of the award or the shares of Common Stock described
herein, or any interest herein, prior to the date that such shares become vested in accordance with
Paragraph 1. As used herein, “disposition” means any sale, transfer, encumbrance, gift, donation,
assignment, pledge, hypothecation, or other disposition, whether similar or dissimilar to those
previously enumerated, whether voluntary or involuntary, and whether during the Participant’s
lifetime or upon or after the Participant’s death, including, but not limited to, any disposition
by operation of law, by court order, by judicial process, or by foreclosure, levy, or attachment,
except a transfer by will or by the laws of descent or distribution. Any attempted disposition in
violation of this Paragraph is void.



     3. Status of Participant. The Participant shall not be a stockholder of the Company
with respect to the Common Stock covered by this Restricted Stock award until the Realization Date.
In the event the Company effects a recapitalization, stock split, stock dividend or other event
described in Section 10 of the Plan, the right to receive shares of Common Stock hereunder (or any
shares of stock issued in substitution thereof) shall be subject to identical restrictions and
shall be subject to the terms of this Agreement and the Plan. The Company is not required to issue
shares of Common Stock under this award until all applicable requirements of law have been complied
with and such shares shall have been duly listed on any securities exchange or market system on
which the Common Stock may then be listed or traded.



     4. No Effect on Capital Structure. This award shall not affect the right of the
Company or any Subsidiary to reclassify, recapitalize or otherwise change its capital or debt
structure or to merge, consolidate, convey any or all of its assets, dissolve, liquidate, windup,
or otherwise reorganize.



     5. Board Authority. The full discretionary authority delegated to the Board under the
terms of the Plan, including Section 3, includes the authority to: (i) determine any question
concerning the interpretation of this Agreement, (ii) make any required adjustments to this award,
and (iii) determine if the conditions stated in the Plan and Agreement have occurred with respect
hereto. Any question concerning the interpretation of this Agreement, any adjustments required to
be made under the Plan and any controversy that may arise under the Plan or this Agreement shall be
determined by the Board in its sole discretion. Such decision shall be final and binding.



     6. Plan Controls. The terms of this Agreement are governed by the terms of the Plan,
as the Plan is amended from time to time. A copy of the Plan, and all amendments thereto, has been
delivered or made available to the Participant and shall be deemed a part of this Agreement as if
fully set forth herein. In the event of any conflict between the provisions of the Agreement and
the provisions of the Plan, the terms of the Plan shall control, except as expressly stated
otherwise. For purposes of this Agreement, the defined terms in the Plan shall have the same
meaning in this Agreement, except where the context otherwise requires. The terms “Article” or
“Section” generally refer to provisions within the Plan. The term “Paragraph” generally refers to a
provision of this Agreement.



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     7. Notice. Whenever any notice is required or permitted hereunder, such notice must be
in writing and personally delivered or sent by mail or a delivery service that is approved by the
Company. Any notice required or permitted to be delivered hereunder shall be deemed to be delivered
on the date which it is personally delivered, or, whether actually received or not, on the third
business day after it is deposited in the United States mail, certified or registered, postage
prepaid, addressed to the person who is to receive it at the address that such person has
theretofore specified by written notice delivered in accordance herewith. The Company or
Participant may change, by written notice to the other, the address identified in this Paragraph.
The Company or Participant may change, by written notice to the other, the address specified for
receiving notices. Notices delivered to the Company shall be addressed as follows:



LifePoint Hospitals, Inc.

Attn: Senior Vice President, Human Resources

103 Powell Court, Suite 200

Brentwood, TN 37027

Phone: (615) 372-8500

Fax: (615) 372-8581



Notices to the Participant shall be hand-delivered to the Participant or mailed to the last address
shown on the records of the Company.



     8. Information Confidential. As partial consideration for the grant of this award, the
Participant agrees that he or she will keep confidential all information and knowledge that the
Participant has relating to the manner and amount of his or her participation in the Plan;
provided, however, that such information may be disclosed as required by law and may be given in
confidence to the Participant’s spouse, tax and financial advisors, or to a financial institution
to the extent that such information is necessary to secure a loan.



     9. Amendment. The Company, acting through the Board, may amend this Agreement at any
time for any purpose determined by the Company in its sole discretion that is consistent with the
Plan. The Company may not amend this Agreement, however, without the Participant’s express
agreement to any amendment that would adversely affect the material rights of the Participant.



     10. Governing Law. Except as is otherwise provided in the Plan, where applicable, the
provisions of this Agreement shall be governed by the internal laws of the State of Tennessee,
without regard to the principles of conflicts of laws thereof.



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Execution Page




     In Witness Whereof, the Company has caused this Agreement to be executed and
effective on the Date of the Grant, as defined herein.



	 	 	 	 	 
	 	LifePoint Hospitals, Inc.

 	 
	 	/s/ William F. Carpenter III
 	 
	 	President and Chief Executive Officer 	 
	 	 	 
	 




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