AMENDED AND RESTATED 1996 EXECUTIVE INCENTIVE COMPENSATION PLAN



 Exhibit 10.3 
 HEALTH MANAGEMENT ASSOCIATES, INC. 
 AMENDED AND RESTATED 1996 EXECUTIVE
INCENTIVE COMPENSATION PLAN 
 AWARD NOTICE 

 

					
	Grantee:	  	  
	  	
			
	Types of Awards:	  	 A.     Restricted Stock Award consisting of two
components:
  
 (i) a Time Vesting Component equal to
one-half of the Number of Shares; and
  
 (ii) a
Performance Vesting Component equal to one-half of the Number of Shares.
  
 B.     Cash Performance Award
	  	
			
	 Number of Shares:
	  	  
	  	
			
	 Cash Amount:
	  	  
	  	
			
	Date of Grant:	  	 February 21, 2012
	  	

 1. Grant of Award. This Award Notice serves to notify you that the Compensation Committee (the
“Committee”) of the Board of Directors of Health Management Associates, Inc. (“Health Management”) hereby grants to you, under Health Management’s Amended and Restated 1996 Executive Incentive Compensation Plan (the
“Plan”): (a) a restricted stock award for the Number of Shares of Health Management’s Class A Common Stock, par value $0.01 per share (the “Common Stock”) set forth above, consisting of a time vesting component
(the “Time Vesting Component”) and a performance vesting component (the “Performance Vesting Component,” and together with the Time Vesting Component, the “Restricted Stock Award”); and (b) a cash performance award
for the Cash Amount set forth above (the “Cash Performance Award,” and together with the Restricted Stock Award, the “Award”), each on the terms and conditions set forth in this Award Notice and the Plan. The Plan is incorporated
herein by reference and made a part of this Award Notice. A copy of the Plan is available from Health Management’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. Definitions. The following terms have the
meanings set forth in this Section 2: 
 (a) “Adjusted EBITDA” means, with respect to the First Grant
Year, Health Management’s earnings before interest, income taxes, depreciation, amortization and non-controlling interests for that Grant Year, as adjusted to exclude unusual and non-recurring items for that Grant Year. 

(b) “Adjusted EBITDA Requirement” means the achievement by Health Management, as determined by the Committee, of
Adjusted EBITDA in an amount equal to the necessary percentage of Targeted Adjusted EBITDA as set forth in the following table: 
  

									
	 Percentage of Targeted Adjusted EBITDA
Achieved During Grant Year
	  	Percentage of Performance Shares
that Becomes the Earned
Performance Shares at the
Conclusion of the First Grant Year
and Becomes Eligible for
Vesting	 	 	Percentage of Cash Performance
Award that Becomes the Earned
Cash Amount at the Conclusion
of the First Grant Year and
Becomes
Eligible for Vesting	 
	 Less than 90.0%
	  	 	0	% 	 	 	0	% 
	 90.0% - 92.4%
	  	 	50	% 	 	 	50	% 
	 92.5% - 94.9%
	  	 	60	% 	 	 	60	% 
	 95.0% - 97.4%
	  	 	75	% 	 	 	75	% 
	 97.5% - 99.9%
	  	 	90	% 	 	 	90	% 
	 100.0% or more
	  	 	100	% 	 	 	100	% 








 (c) “Employer” means Health Management or one of its subsidiary hospitals
or other majority-owned or affiliated entities. 
 (d) “Fifth Grant Year” means the fiscal year of Health
Management immediately following the conclusion of the Fourth Grant Year. 
 (e) “First Grant Year” means the
fiscal year of Health Management during which the Date of Grant occurs. 
 (f) “Fourth Grant Year” means the
fiscal year of Health Management immediately following the conclusion of the Third Grant Year. 
 (g) “Grant
Year” means the First Grant Year, Second Grant Year, Third Grant Year, Fourth Grant Year and/or Fifth Grant Year, as the context suggests. 
 (h) “Second Grant Year” means the fiscal year of Health Management immediately following the conclusion of the First Grant Year. 

(i) “Targeted Adjusted EBITDA” means the total targeted annual Adjusted EBITDA established by Health Management’s
Board of Directors as reflected in its approved profit plan for the First Grant Year. 
 (j) “Third Grant Year”
means the fiscal year of Health Management immediately following the conclusion of the Second Grant Year. 
 3. Time Vesting
Component. Subject to the terms set forth in this Award Notice and the Plan, the number of shares of the Common Stock represented by the Time Vesting Component of the Restricted Stock Award (the “Time-Based Shares”) will vest as
follows: 
 (a) provided that you have remained an Eligible Person at all times from the Date of Grant until March 1 of the
Second Grant Year, one-fourth of the Time-Based Shares will vest on March 1 of the Second Grant Year; 

  
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 (b) provided that you have remained an Eligible Person at all times from the Date of Grant
until March 1 of the Third Grant Year, an additional one-fourth of the Time-Based Shares will vest on March 1 of the Third Grant Year; 
 (c) provided that you have remained an Eligible Person at all times from the Date of Grant until March 1 of the Fourth Grant Year, an additional one-fourth of the Time-Based Shares will vest on
March 1 of the Fourth Grant Year; and 
 (d) provided that you have remained an Eligible Person at all times from the Date
of Grant until March 1 of the Fifth Grant Year, the remaining one-fourth of the Time-Based Shares will vest on March 1 of the Fifth Grant Year. 
 4. Performance Vesting Component. The number of shares of Common Stock represented by the Performance Vesting Component of the Restricted Stock Award are referred to herein as the “Performance
Shares.” The portion of the Performance Shares that is eligible for vesting based upon the achievement by Health Management of the Adjusted EBITDA Requirement during the First Grant Year is referred to herein as the “Earned Performance
Shares,” and will be determined at the conclusion of the First Grant Year based upon the achievement by Health Management of the Adjusted EBITDA Requirement during the First Grant Year. Subject to the terms set forth in this Award Notice and
the Plan, including Committee certification pursuant to Section 6, the Earned Performance Shares will vest as follows: 

(a) provided that you have remained an Eligible Person at all times from the Date of Grant until March 1 of the Second Grant Year,
one-fourth of the Earned Performance Shares will vest on March 1 of the Second Grant Year; 
 (b) provided that you have
remained an Eligible Person at all times from the Date of Grant until March 1 of the Third Grant Year, an additional one-fourth of the Earned Performance Shares will vest on March 1 of the Third Grant Year; 

(c) provided that you have remained an Eligible Person at all times from the Date of Grant until March 1 of the Fourth Grant Year,
an additional one-fourth of the Earned Performance Shares will vest on March 1 of the Fourth Grant Year; and 
 (d)
provided that you have remained an Eligible Person at all times from the Date of Grant until March 1 of the Fifth Grant Year, the remaining one-fourth of the Earned Performance Shares will vest on March 1 of the Fifth Grant Year.

 5. Cash Performance Award. The portion of the Cash Performance Award that is eligible for vesting and payment based
upon the achievement by Health Management of the Adjusted EBITDA Requirement during the First Grant Year is referred to herein as the “Earned Cash Amount,” and will be determined at the conclusion of the First Grant Year based upon the
achievement by Health Management of the Adjusted EBITDA Requirement during the First Grant Year. Subject to the terms set forth in this Award Notice and the Plan, including Committee certification pursuant to Section 6, the Earned Cash Amount
will vest and be paid as follows: 
 (a) provided that you have remained an Eligible Person at all times from the Date of Grant
until March 1 of the Second Grant Year, one-fourth of the total amount of the Earned Cash Amount will vest on March 1 of the Second Grant Year and will be paid to you as soon as administratively practicable thereafter, but in no event
later than March 31 of the Second Grant Year; 

  
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 (b) provided that you have remained an Eligible Person at all times from the Date of Grant
until March 1 of the Third Grant Year, an additional one-fourth of the total amount of the Earned Cash Amount will vest on March 1 of the Third Grant Year and will be paid to you as soon as administratively practicable thereafter, but in
no event later than March 31 of the Third Grant Year; 
 (c) provided that you have remained an Eligible Person at all
times from the Date of Grant until March 1 of the Fourth Grant Year, an additional one-fourth of the total amount of the Earned Cash Amount will vest on March 1 of the Fourth Grant Year and will be paid to you as soon as administratively
practicable thereafter, but in no event later than March 31 of the Fourth Grant Year; and 
 (d) provided that you have
remained an Eligible Person at all times from the Date of Grant until March 1 of the Fifth Grant Year, the remaining one-fourth of the total amount of the Earned Cash Amount will vest on March 1 of the Fifth Grant Year and will be paid to
you as soon as administratively practicable thereafter, but in no event later than March 31 of the Fifth Grant Year. 
 6.
Committee Certification. As soon as practicable following the end of the First Grant Year, the Committee will determine and certify in writing if the Adjusted EBITDA Requirement was satisfied, and the Earned Performance Shares and the Earned
Cash Amount, if any, to be vested and paid based on the certified levels of performance. 
 7. Effect of Death, Termination
or Retirement. Without limiting the vesting and payment requirements set forth in Sections 3, 4 and 5, in the event of the termination of your employment with Health Management prior to the complete vesting of the Award, or if you are otherwise
not an Eligible Person prior to the complete vesting of the Award, any and all unvested and unpaid portions of the Restricted Stock Award and Cash Performance Award will be forfeited and will not vest or be paid. Notwithstanding the foregoing, if
your employment with Health Management terminates: 
 (a) because of your retirement from Health Management at or after the age
of 62, the Time-Based Shares, the portion, if any, of the Performance Shares that became the Earned Performance Shares before the date of your retirement, and the portion, if any, of the Cash Performance Award that became the Earned Cash Amount
before the date of your retirement will continue to vest and be paid in the manner and on the dates set forth above; provided, however, that the portion, if any, of the Performance Shares, including unvested dividends, that did not become the Earned
Performance Shares before the date of your retirement, and the portion of the Cash Performance Award, if any, that did not become the Earned Cash Amount before the date of your retirement, will be forfeited; and, 

  
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 (b) because of your death or total and permanent disability, the Time-Based Shares, the
portion, if any, of the Performance Shares that becomes Earned Performance Shares before the date that is 13 months after the date that you die or become totally and permanently disabled and the portion, if any, of the Cash Performance Award that
becomes the Earned Cash Amount before the date that is 13 months after the date that you die or become totally and permanently disabled will continue to vest and be paid in the manner and on the dates set forth above; provided, however, that:

 (i) the portion, if any, of the Performance Shares, including unvested dividends, that will not have become Earned
Performance Shares before the date that is 13 months after the date that you die or become totally and permanently disabled will be forfeited; 
 (ii) the portion, if any, of the Cash Performance Award that that will not have become the Earned Cash Amount before the date that is 13 months after the date that you die or become totally and
permanently disabled will be forfeited; and, 
 (iii) the portion, if any, of the Performance Shares and the portion, if any,
of the Cash Performance Award that will not have vested by the third anniversary of the date that you died or became disabled will be forfeited. 
 8. Effect of Change in Control. Upon the occurrence of a Change in Control of Health Management, your rights will be determined in accordance with Section 9 of the Plan. For purposes of the
Performance Vesting Component and the Cash Performance Award, the Adjusted EBITDA Requirement will be deemed to have been satisfied at a level of 100%. 
 9. Effect of Breach of Restrictive Covenants. Notwithstanding any other provision of this Award Notice, the unvested or unpaid portion of the Award shall be forfeited on the day on which you breach
any provision of Section 10. 
 10. Restrictive Covenants. In consideration of the grant of the Award, you covenant
and agree to observe each of the following promises: 
 (a) Non-Competition. 

(i) You will not during employment and for 12 months after the termination of employment for any reason, directly or indirectly (whether
as director, stockholder, owner, partner, consultant, principal, employee, agent or otherwise): (A) compete against an Employer in the business of owning, leasing, acquiring or operating hospitals, health care facilities, or related entities in
markets which an Employer currently serves or has identified as a market an Employer plans to serve; or (B) accept employment with or otherwise perform services that an Employer performs for any hospital, health care facility, or related entity
that an Employer, or its related companies lease or manage. 
 (ii) Notwithstanding the terms and conditions of
Section 10(a)(i) to the contrary, Health Management covenants and agrees that the restrictions on competition and acceptance of subsequent employment contained therein shall not apply if your employment is terminated by an Employer for reasons
other than cause. 

  
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 (b) Non-solicitation/Employer Interests. During your employment and for
12 months after the termination of your employment for any reason, you will not, directly or indirectly (whether as director, stockholder, owner, partner, consultant, principal, employee, agent or otherwise): (i) solicit, induce, entice,
hire, employ or attempt to employ any individual employed by an Employer as of the termination of your employment or during the prior 12 months; or (ii) take any action which is intended, or would reasonably be expected to, adversely affect an
Employer, its business, reputation, or its relationship with its clients or prospective clients, vendors, or other service providers, or any individual or entity with which an Employer maintains a business relationship. 

(c) Non-Disclosure. You will hold all of each Employer’s Confidential Information in strictest confidence, and use it solely
for the purpose of performing your duties for an Employer and for no other purpose. You will not otherwise, directly or indirectly, take, publish, use or disclose any of an Employer’s Confidential Information during your employment or
thereafter, except as may be required by law; provided, that you have first given prompt written notice to the Employer of such legal requirement in enough time for the Employer to obtain an appropriate protective order or other remedy. 

(d) Damages. You acknowledge that damages to an Employer resulting from any breach of this Section 10 will be substantial but
difficult to ascertain. You therefore agree to indemnify and hold harmless Health Management and its directors, stockholders, and affiliated companies from and against any and all claims, suits, obligations, liabilities and expenses (including
without limitation attorneys’ fees and expenses) arising out of or relating to any breach or nonperformance of the covenants and obligations set forth in this Section 10. You further agree that this provision for damages shall not limit or
impair in any way an Employer’s right to obtain other remedies, or injunctive or other equitable relief, as specified herein. 
 (e) Enforcement. You acknowledge that without limiting the provisions of Section 10(d), if you violate this Section 10, an Employer will suffer irreparable harm and have no adequate
remedy at law. You therefore consent to enforcement of this Award Notice by means of a temporary injunction or other appropriate equitable relief in any competent court, without the necessity of proving the inadequacy of money damages, which shall
be in addition to any other remedies an Employer may have under this Award Notice or otherwise. You hereby submit to the jurisdiction of the Courts of the State of Florida for the purpose of such enforcement. You hereby waive, and agree not to
assert, as a defense in any such action or proceeding, any claim that you were not subject thereto or that venue is improper for lack of residence, inconvenient forum or otherwise. You agree that service of process may be made upon you by certified
mail at your address last known to Health Management, and you waive your right to a jury trial. 
 (f) Terminology. For
purposes of this Section 10, the term “Confidential Information” shall include trade secrets, know-how and other information that is disclosed to or acquired by you during or in the course of your employment that relates to the
business of an Employer and is not generally available to the public or generally known in the industry in which an Employer is, or may become engaged, including without limitation, any formulas, patterns, devices, inventions, methods, techniques or
processes, or combinations thereof, or compilations of information, records and specifications, acquisition and development data, which are owned 

  
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by an Employer and regularly used in the operation of its business and any other information of an Employer relating to its services (offered or to be offered), research, development, marketing,
pricing, customers, clients and prospective customers and clients, suppliers and potential suppliers, business methods, strategies, financial condition, personnel, plans, policies or prospects. 

(g) Survival. The provisions of this Section 10 and your obligations hereunder shall survive any forfeiture of the Award or
any other termination of this Award Notice. 
 11. Performance Awards. The Performance Vesting Component and the Cash
Performance Award are intended to constitute Performance Awards under Section 8 of the Plan and will be interpreted and administered by the Committee consistent with this intention. 

12. Miscellaneous. 
 (a) 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. 
 (b) Amendment. Except as otherwise provided by the Plan, Health Management may only alter, amend or
terminate the Award with your consent. 
 (c) Limits on Transferability. The Award shall not be pledged, hypothecated or
otherwise encumbered or subject to any lien, obligation or liability to any party (other than Health Management), or assigned or transferred other than by will or the laws of descent and distribution or to a Beneficiary upon your death. Upon any
attempt to transfer, assign, pledge, hypothecate or otherwise dispose of the Award or any right or privilege conferred thereby contrary to the provisions of this Award Notice and the Plan, or upon the sale or levy or attachment or similar process
upon the rights and privileges conferred thereby, the Award shall immediately become null and void. 
 (d) Hedging
Transactions Prohibited. You are prohibited from engaging in any hedging or monetization transactions involving the Restricted Stock Award, as more fully explained in the “Hedging Transactions” section of Health Management’s
Addendum to Policy on Non-Public Information and Trading in HMA Securities – Pre-clearance and Blackout Procedures, as such Addendum or policy may be hereafter amended. 

(e) Book Entry Registration; Issuance of Shares. The Restricted Stock Award will initially be evidenced by book-entry registration
only with notations regarding the applicable restrictions on transfer imposed under the Restricted Stock Award. Subject to Section 5(h) of this Award Notice, upon the written determination by the Committee of the vesting of any shares of Common
Stock subject to the Restricted Stock Award, Health Management will, as applicable and as promptly as practicable following the date of vesting as determined by the Committee, either: (i) remove the notations on any shares of Common Stock
subject to the Restricted Stock Award issued in book-entry form that have vested; or (ii) deliver to you a certificate or certificates evidencing the number of shares of Common Stock subject to the Restricted Stock


  
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Award that have vested. 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. 
 (f) Nonassignability. The shares of Common Stock underlying the
Restricted Stock 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 will be subject to applicable laws and regulations under the Securities Act of 1933. 

(g) Rights as a Stockholder. Prior to the vesting of the shares of Common Stock subject to the Restricted Stock Award, you will
have all of the other rights of a stockholder with respect to the shares of Common Stock so awarded, including, but not limited to, the right to receive dividends, if any, as may be declared on such shares from time to time and the right to vote (in
person or by proxy) such shares at any meeting of Health Management’s stockholders. Notwithstanding the foregoing, dividends paid with respect to those shares of Common Stock subject to the Restricted Stock Award that have not vested at the
time of such dividend payment will be held in the custody of Health Management (pursuant to a rabbi trust, escrow or similar arrangement) and will be subject to the same restrictions that apply to the shares of Common Stock subject to the Restricted
Stock Award with respect to which the dividends are issued. Any such dividends will be paid to you, with interest, within 30 days of the date such shares of Common Stock subject to the Restricted Stock Award become vested in accordance with this
Award Notice. 
 (h) Restrictions on Issuance of Shares. If at any time Health Management determines that the listing,
registration or qualification of the shares of Common Stock underlying the Restricted Stock 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 removal of the notations regarding the applicable restrictions on transfer imposed under the Restricted Stock Award or the issuance of a certificate or certificates evidencing any vested shares of Common Stock subject to the Restricted Stock
Award, 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 Health Management. 

(i) No Right to Continued Employment. You understand that this Award Notice does not constitute a contract of employment and that
you or Health Management may terminate your employment at any time, for any or no reason, with or without notice unless a specific term of employment has been agreed to in a separate writing signed by a duly authorized corporate officer of Health
Management. Your right, if any, to continue to serve Health Management as an employee or otherwise will not be enlarged or otherwise affected by this Award Notice. 
 (j) Severability. If any provision of this Award Notice shall be held unlawful or otherwise invalid or unenforceable in whole or in part by a court of competent jurisdiction, such provision shall
(i) be deemed limited to the extent that such court of competent jurisdiction deems it lawful, valid and/or enforceable and as so limited shall remain in full force and effect, 

  
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and (ii) not affect any other provision of this Award Notice or part thereof, each of which shall remain in full force and effect. If the making of any payment or the provision of any other
benefit required under this Award Notice shall be held unlawful or otherwise invalid or unenforceable by a court of competent jurisdiction, such unlawfulness, invalidity or unenforceability shall not prevent any other payment or benefit from being
made or provided under this Award Notice, and if the making of any payment in full or the provision of any other benefit required under this Award Notice in full would be unlawful or otherwise invalid or unenforceable, then such unlawfulness,
invalidity or unenforceability shall not prevent such payment or benefit from being made or provided in part, to the extent that it would not be unlawful, invalid or unenforceable, and the maximum payment or benefit that would not be unlawful,
invalid or unenforceable shall be made or provided under this Award Notice. 
 (k) Waiver. Any party’s failure to
insist on compliance or enforcement of any provision of this Award Notice shall not affect its validity or enforceability or constitute a waiver of future enforcement of that provision or of any other provision of this Award Notice. 

(l) Rights of Health Management and Subsidiaries. This Award Notice does not affect the right of Health Management 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 therefor, dissolve or liquidate, or sell or transfer any part of its assets or business. 
 (m) Rules of Construction. The headings given to the Sections of this Award Notice are solely as a convenience to facilitate reference, and are not intended to narrow, limit or affect the substance
or interpretation of the provisions contained herein. The reference to any statute, regulation or other provision of law shall be construed to refer to any amendment to or successor of such provision of law. 

(n) Governing Law. This Award Notice will be governed by and construed in accordance with the laws of the State of Delaware
(without giving effect to such State’s conflicts of law provisions), except that Section 10 and Section 12(i) of this Award Notice will be governed by and construed in accordance with the laws of the State of Florida (without giving
effect to such State’s conflicts of law provisions) and except as may be superseded by applicable federal law. 
 (o)
Section 409A. This Award is intended to be exempt from the requirements of Section 409A of the Internal Revenue Code of 1986, as amended, and the treasury regulations promulgated and other official guidance issued thereunder, and
shall be administered and interpreted consistent with such intention. 
 (p) Recoupment Policy. Without limiting any
other provision hereof, this Award is subject to the Recoupment Policy for Incentive Compensation set forth in Article VI, Section 8 of Health Management’s Corporate Governance Guidelines, as such policy or guidelines may be hereafter
amended. 
 *    *    *    *    * 

  
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 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: (i) this Award Notice and the Plan set
forth the entire understanding between him and Health Management regarding the Award granted by this Award Notice; (ii) this Award Notice and the Plan supersede all prior oral and written agreements on that subject; and (iii) cash
dividends paid with respect to the shares of Common Stock subject to the Restricted Stock Award will be held in the custody of Health Management in the manner set forth in Section 12(g). 

 

					
	  
	 		 	  

	Name	 		 	Date


  
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