Exhibit 10.9


 


AIR METHODS CORPORATION


2015 EQUITY INCENTIVE PLAN


 


PERFORMANCE-BASED SHARE UNIT AWARD AGREEMENT


 


This Performance-Based
Share Unit Award Agreement (this “Award Agreement”) is made as of this [___] day of [___________], 20[__] (the
“Grant Date”), between Air Methods Corporation, a Delaware corporation (the “Company”), and
[________________________] (the “Participant”).


 


WHEREAS, the Company’s
Board of Directors (the “Board”) has adopted, and the stockholders have approved, the Air Methods Corporation
2015 Equity Incentive Plan (the “Plan”) in order to, among other things, advance the interests of the Company
through the initiative, resourcefulness, teamwork, motivation and efficiency of certain members of the Company’s senior management
team; and


 


WHEREAS, the Compensation
and Stock Option Committee (the “Committee”) has determined that the Participant is a person eligible to receive
an incentive award under the Plan and has determined that it would be in the best interest of the Company to grant the incentive
award provided for herein.


 


NOW, THEREFORE,
in consideration of the mutual covenants hereinafter set forth and for other good and valuable consideration, the parties agree
as follows:


 


1.            Definitions.
Capitalized terms used herein shall have the same meanings ascribed to them in the Plan. Whenever the following terms are used
in this Award Agreement, they shall have the meanings set forth below.


 


1.1           “Peer
Group” means the companies listed on Appendix A; provided that a company (other than the Company) shall be removed
from the Peer Group for a Performance Period if during such period, (i) the common stock of such company ceases to be publicly
traded on an established securities market, (ii) such company ceases to maintain publicly available statements of operations
prepared in accordance with United States generally accepted accounting principles, consistently applied, (iii) such company
is not the surviving entity in any merger, consolidation, or other reorganization (or survives only as a subsidiary of an entity
other than a previously wholly owned subsidiary of such company), (iv) such company sells, leases, or exchanges all or substantially
all of its assets to any other person or entity (other than a previously wholly owned subsidiary of such company), or (v) such
company is dissolved and liquidated.


 


1.2           “Performance
Period” means the period commencing [___________] and ending on [___________].


 


1.3           “Permanent
Disability” shall mean the Participant’s inability, due to illness, accident, injury, physical or mental incapacity
or other disability, to carry out effectively the duties and obligations to the Company performed by such person immediately prior
to such disability for a period of at least six (6) months, as determined in the good faith judgment of the Committee.


 




    	 	 	 



     


    

 


1.4           “Retirement”
shall mean a Participant’s retirement from the Company (A) on or after attaining the age of 55 and completing at least ten
(10) years of service to the Company; or (B) on or after attaining the age of 65.


 


1.5           “Severance
Date” shall mean the last day that Participant is employed by or provides services to the Company.


 


1.6           “TSR”
means a company’s total shareholder return, calculated based on the stock price appreciation during a specified measurement
period plus the value of dividends paid on such stock during the measurement period (which shall be deemed to have been reinvested
in the underlying company’s stock on the ex-dividend date); provided that the Committee may make appropriate adjustments
to reflect any changes in the capital stock of any Peer Group company (e.g. stock splits, subdivision or consolidation of shares)
that occurs during the Performance Period.


 


1.7           “TSR
Percentile” means the percentile rank of the Company’s TSR during the Performance Period relative to the TSR of
other companies in the Peer Group during the Performance Period as determined by the Committee; provided that for purposes of measuring
the TSR Percentile, the beginning and ending TSR values shall be calculated based on the average of the closing prices of the applicable
company’s stock for the 90 trading days prior to and including the beginning or ending date, as applicable, of the Performance
Period.


 


2.            Performance
Share Units.


 


2.1           The
Company hereby grants to the Participant [________] Performance Share Units, subject to such conditions as are provided for in
the Plan and this Award Agreement. Each “Performance Share Unit” is a phantom stock right that entitles the
Grantee to receive one share of the Company’s common stock, $0.06 par value per share (the “Common Stock”)
for each Earned Performance Share Unit.


 


2.2           Subject
to Section 4 below, upon expiration of the Performance Period, a number of Performance Share Units shall vest equal to the product
of the aggregate number of Performance Share Units set forth in Section 2.1 multiplied by the percentage corresponding to the Company’s
TSR Percentile during the Performance Period in accordance with the following table (such Performance Share Units, the “Earned
Performance Share Units”):


 


	Company’s TSR Percentile 	 	% of Performance Share Units
	Below the 25th Percentile:	 	0%
	25th TSR Percentile:	 	50%
	50th TSR Percentile:	 	75%
	75th TSR Percentile and Above:	 	100%


 




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If the Company’s TSR
Percentile during the Performance Period is between two of the TSR Percentiles in the above table, the corresponding percentage
of Performance Share Units shall be calculated using linear interpolation (e.g., 65th TSR Percentile would result in
a percentage of Performance Share Units of 90%). Except as set forth in Section 4 below, any Performance Share Units that do not
become Earned Performance Share Units shall be forfeited and cancelled upon expiration of the Performance Period. The Committee
will certify in writing and provide Participant with written notice of the number of Earned Performance Share Units promptly following
the end of the Performance Period.


 


2.3           Notwithstanding
the foregoing and subject to Section 4 below, the Performance Share Units shall vest only if the Participant’s service with
the Company as an Eligible Person is not interrupted or terminated (“Continuous Service”) from the Grant Date
through the last day of the Performance Period. The Participant’s Continuous Service shall not be deemed to have terminated
merely because of a change in the capacity in which the Participant renders service to the Company. The Committee, in its sole
discretion, may determine whether Continuous Service shall be considered interrupted in the case of any leave of absence, including
sick leave, military leave or any other personal leave. Upon the termination of the Participant’s Continuous Service prior
to the end of the Performance Period, other than as provided in Section 4 below, all Performance Share Units shall be forfeited
and cancelled, and neither the Participant nor his or her heirs, executors, administrators or successors shall have any right or
interest in the Performance Share Units.


 


2.4           Participant
acknowledges receipt of a copy of the Plan, and agrees that this Award Agreement shall be subject to all of the terms and conditions
set forth in the Plan, including future amendments thereto, if any, pursuant to the terms thereof, which Plan is incorporated herein
by reference as a part of this Award Agreement.


 


3.            No
Rights of a Stockholder. The Participant shall have no voting, rights to receive dividends or other rights as a stockholder
of the Company with respect to this award until such time, if any, that the Earned Performance Shared Units vest and shares of
Common Stock are issued pursuant to Section 5. The Participant’s right to receive Common Stock earned under this Agreement
shall be no greater than the right of any unsecured general creditor of the Company.


 


4.            Accelerated
Vesting of Performance Share Units.


 


4.1           Notwithstanding
Section 2.3 above, if a Change in Control is consummated prior to the last day of the Performance Period, then at the date of consummation
of the Change in Control is, Participant shall vest in a number of Earned Performance Share Units calculated in the manner set
forth in Section 2.2 above except that (i) the Company’s TSR shall be calculated based on the price per share of Common Stock
paid to the Company’s holders of Common Stock in the Change in Control is and (ii) for purposes of calculating the TSR Percentile,
the Performance Period shall be deemed to have ended on the date of consummation of the Change in Control is.


 


4.2           Notwithstanding
Section 2.3 above, if Participant’s employment with or provision of services to the Company is terminated prior to the last
day of the Performance Period as a result of Participant’s death or Permanent Disability, then at the Severance Date, Participant
shall vest in a number of Earned Performance Share Units calculated in the manner set forth in Section 2.2 above except that (i)
the number of Performance Share Units will be pro-rated based on the number of days that Participant was employed or provided services
to the Company between the Grant Date and the Severance Date as a percentage of the number of days in the Performance Period, and
(ii) for purposes of calculating the TSR Percentile, the Performance Period shall be deemed to have ended on the Severance Date.


 




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4.3           Notwithstanding
Section 2.3 above, if Participant’s employment with or provision of services to the Company is terminated prior to the last
day of the Performance Period as a result of Participant’s Retirement, then the Performance Share Units shall not be forfeited
and Participant shall continue to hold the Performance Share Units through the end of the Performance Period. At the expiration
of the Performance Period, Participant shall vest in a number of Earned Performance Share Units calculated in the manner set forth
in Section 2.2 above except that the number of Earned Performance Share Units will be pro-rated based on the number of days that
Participant was employed or provided services to the Company between the Grant Date and the Severance Date as a percentage of the
number of days in the Performance Period.


 


5.            Delivery
of Shares. As soon as reasonably practicable (and in all events within 74 days) after Performance Share Units become
Earned Performance Share Units, a stock certificate (which may be in electronic form) for such number of shares of Common Stock
equal to the number of Earned Performance Share Units in the name of the Participant shall be delivered to the Participant (or,
in the case of Participant’s death or Permanent Disability, to the Participant’s estate or guardian), subject to the
Company’s collection of applicable withholding taxes in accordance with Section 9 below. All shares of Common Stock issuable
to the Participant shall be issued under the Plan, and the Company shall at all times ensure that there are sufficient shares reserved
for issuance under the Plan to satisfy its obligations hereunder.


 


6.            No
Right to Continued Employment. Nothing in this Award Agreement or the Plan shall confer upon the Participant the right
to maintain his or her relationship with the Company, whether as an employee or consultant, nor shall it interfere in any way with
any right of the Company to terminate its relationship with the Participant at any time for any reason whatsoever, with or without
cause.


 


7.            Prohibited
Activities.


 


7.1           During
the term of the Participant’s employment and for a period of six months after termination of employment (the “Restricted
Period”), the Participant will not:


 


(a)          be
employed, including as an employee, consultant or otherwise, by any person or entity that is engaged in the business of air medical
emergency transport services and systems or the business of helicopter tourism;


 


(b)          directly
or indirectly hire or solicit an employee who is or, at any time during the three months prior to the Participant’s termination
of employment, was an employee of the Company or any of its Subsidiaries; or


 


(c)          usurp
any corporate opportunity of the Company or its Subsidiaries or otherwise interfere with the relationship between the Company or
its Subsidiaries and any person or entity with whom the Company or its Subsidiaries is conducting, proposes to conduct or has during
the six months prior to the Participant’s termination of employment conducted any business activities.


 




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7.2           The
Participant and the Company acknowledge that it would be extremely difficult and impracticable, if not impossible, to ascertain
with any degree of certainty the amount of damages which would be suffered by the Company in the event the Participant breaches
any of the provisions contained in Section 7.1 (each, a “Prohibited Activity”). The Participant and the Company
hereby agree that the reasonable estimate of said damages shall be an amount equal to the amount recognized by the Participant
as income (net of taxes withheld) with respect to any Performance Share Units that vested within six months prior to the date of
termination of the Participant’s employment (the “Clawback Amount”). The right to receive the Clawback
Amount shall be the Company’s sole remedy in the event of the occurrence of a Prohibited Activity. The Clawback Amount shall
be paid by the Participant within 15 days after occurrence of the Prohibited Activity and may be payable in cash or an equivalent
amount of Common Stock, at the option of the Participant.


 


7.3           In
the event the Participant is subject to any other non-competition provisions, which are set forth in an agreement between the Participant
and the Company, including without limitation, an employment agreement and/or a non-competition agreement, the terms of such non-competition
provision shall govern and control.


 


8.            Adjustments
Upon Recapitalization. In the event of any stock dividend, extraordinary cash dividend, recapitalization, reorganization,
merger, consolidation, split-up, spin-off, combination, exchange of shares, grant of warrants or rights offering to purchase Common
Stock at a price materially below fair market value or other similar corporate event affecting the Common Stock, the Committee
shall adjust the award issued hereunder in order to preserve the benefits or potential benefits intended to be made available under
this Award Agreement. All adjustments shall be made in the sole and exclusive discretion of the Committee, whose determination
shall be final, binding and conclusive. Notice of any adjustment shall be given to the Participant.


 


9.            Withholding
of Taxes. In order to comply with all applicable federal or state income tax laws or regulations, the Company may take
such action as it deems appropriate to ensure that all applicable federal or state payroll, withholding, income or other taxes,
which are the sole and absolute responsibility of the Participant, are withheld or collected from the Participant. In accordance
with the terms of the Plan, and such rules as may be adopted by the Committee under the Plan, the Participant may elect to satisfy
the Participant’s federal and state tax withholding obligations arising from the settlement of any Earned Performance Share
Units, by (i) delivering cash, check (bank check, certified check or personal check) or money order payable to the Company
equal to the minimum amount of such taxes, (ii) having the Company withhold a portion of the Common Stock otherwise to be
delivered having a Fair Market Value equal to the minimum amount of such taxes, (iii) delivering to the Company shares of
Common Stock already owned by Participant having a Fair Market Value equal to the minimum amount of such taxes, or (iv) allowing
the Company to deduct from any amount otherwise payable in cash to the Participant an amount equal to the minimum amount of such
taxes.


 




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10.         Tax
Considerations. The Company has advised Participant to seek Participant’s own tax and financial advice with regard
to the federal and state tax considerations resulting from Participant’s receipt of the Performance Share Units pursuant
to this Award Agreement. Participant understands that the Company will report to appropriate taxing authorities the payment to
Participant of compensation income upon the vesting of the Performance Share Units. Participant understands that he or she is solely
responsible for the payment of all federal and state taxes resulting from this grant of Performance Share Units.


 


11.         Modification
of Award Agreement. Except as set forth in the Plan and in this Award Agreement, this Award Agreement may be modified,
amended, suspended or terminated, and any terms or conditions may be waived, but only by a written instrument executed by the parties
hereto.


 


12.         Severability.
Should any provision of this Award Agreement be held by a court of competent jurisdiction to be unenforceable or invalid for any
reason, the remaining provisions of this Award Agreement shall not be affected by such holding and shall continue in full force
and effect in accordance with their terms.


 


13.         Governing
Law. This Award Agreement and all rights arising hereunder shall be governed by, and construed and interpreted in accordance
with, the laws of the State of Delaware.


 


14.         Successors
in Interest. This Award Agreement shall inure to the benefit of and be binding upon any successor to the Company and upon
the Participant’s heirs, executors, administrators and successors. No right or interest of the Participant pursuant to this
Award Agreement shall be assignable or transferable in whole or in part, either directly or by operation of law or otherwise, including,
but not by way of limitation, execution, levy, garnishment, attachment, pledge, bankruptcy, or in any other manner, and no right
or interest of the Participant pursuant to this Award Agreement shall be liable for, or subject to, any obligation or liability
of the Participant. Any assignment, pledge, encumbrance, charge, transfer, or other act in violation of this Section 14 shall
be void.


 


15.         Conflicts
and Interpretation. In the event of any ambiguity in this Award Agreement, or any matters as to which this Award Agreement
is silent, the Plan shall govern including, without limitation, the provisions thereof pursuant to which the Committee has the
power, among others, to (i) interpret the Plan, (ii) prescribe, amend and rescind rules and regulations relating to the
Plan and (iii) make all other determinations deemed necessary or advisable for the administration of the Plan.


 


16.         Compliance
with Code Section 409A. The Performance Share Units granted under this Award Agreement are intended to fit within
the “short-term deferral” exemption from section 409A of the Code, and this Award Agreement shall be interpreted and
administered in accordance with such intent.


 




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	 	AIR METHODS CORPORATION 
	 	 
	 	By:	 
	 	 	Name:  
	 	 	Title:  
	 	 
	 	PARTICIPANT
	 	 
	 	 
	 	Name: 


 




    	 	 	 



     


    

 


Appendix A


 


Peer Group


 


[Air Methods Corporation


AmSurg Corp.


Atlas Air Worldwide Holdings, Inc.


Bio-Reference Laboratories, Inc.


Bristow Group Inc.


Hanger, Inc.


HealthSouth Corporation


Healthways, Inc.


HEICO Corporation


LHC Group, Inc.


LifePoint Hospitals, Inc.


Mednax Inc.


Air Transport Services Group, Inc.


Phi, Inc.


Select Medical Holdings Corporation


Team Health Holdings, Inc.


Viad Corp


Acadia Healthcare Company, Inc.


The Ensign Group, Inc.


ExamWorks Group, Inc.


IPC The Hospitalist Company, Inc.


AAR Corp.


Envision Healthcare Holdings, Inc.


CHC Group Ltd.


Era Group Inc.]


 


[To be updated as appropriate.]