AMENDED AND RESTATED 1996 EXECUTIVE INCENTIVE COMPENSATION PLAN



 Exhibit 10.4 
 HEALTH MANAGEMENT ASSOCIATES, INC. 
 AMENDED AND RESTATED 1996 EXECUTIVE
INCENTIVE COMPENSATION PLAN 
 AWARD NOTICE 

 

					
	Grantee:	  	  
	  	
			
	Types of Award:	  	 Deferred Stock Award consisting of two components:
  

(i) a Time Vesting Component equal to two-thirds of the Number of Shares; and

 
 (ii) a Performance Vesting Component equal to one-third of the
Number of Shares.
  
	  	
			
	Number of Shares:	  	  
	  	
			
	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 deferred 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 “Deferred Stock Award” or the “Award”) 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	 
	 Less than 90.0%
	  	 	0	% 
	 90.0% - 92.4%
	  	 	50	% 
	 92.5% - 94.9%
	  	 	60	% 
	 95.0% - 97.4%
	  	 	75	% 
	 97.5% - 99.9%
	  	 	90	% 
	 100.0% or more
	  	 	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 Deferred 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; 
 (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; 

  
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 (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 Deferred Stock Award is 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 5, 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. 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, if any, to be vested and
paid based on the certified levels of performance. 
 6. Effect of Death, Termination or Retirement. Without limiting the
vesting and payment requirements set forth in Sections 3 and 4, 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 Deferred Stock 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 and the portion, if any, of the
Performance Shares that became the Earned Performance Shares 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
that did not become the Earned Performance Shares 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 and 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 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 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 Time-Based Shares and of the Performance Shares that will not have vested by the third anniversary of the date that you died or became disabled will be forfeited.

 7. 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, the Adjusted EBITDA Requirement will be deemed to have been satisfied at a level of 100%. 

8. Nature of Shares of Deferred Stock. The shares of deferred stock represent book-keeping entries only, and constitute the
Company’s unfunded and unsecured promise to issue shares of Common Stock to you on a future date. As a holder of shares of deferred stock, you have no rights other than the rights of a general creditor of the Company. 

9. Issuance of Shares. The Company shall, provided that the conditions to vesting specified in this Award Notice are satisfied,
issue the shares of Common Stock representing the vested portion of the Award as promptly as practicable following each vesting date, but in no event later than 30 days thereafter. The shares of Common Stock may be issued during your lifetime only
to you, or after your death to your Beneficiary, or, in the absence of such Beneficiary, to your duly qualified personal representative. 
 10. Rights as a Stockholder. Prior to the issuance of the shares of Common Stock pursuant to Section 9 of this Award Notice, you will not have any of the rights of a stockholder with respect
to the shares of Common Stock underlying the Award, including, but not limited to, the right to receive cash dividends, if any, as may be declared on such shares of Common Stock from time to time or the right to vote (in person or by proxy) such
shares of Common Stock at any meeting of stockholders of the Company. No “Dividend Equivalents” (as that term is defined in the Plan) shall be paid with respect to the Award. 

11. 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 

  
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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 Health Management. 
 12. 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 13. 
 13. 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 13(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. 

(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. 

  
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 (d) Damages. You acknowledge that damages to an Employer resulting from any breach of
this Section 13 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 13. 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 13(d), if you violate this Section 13,
an Employer may 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 13, 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 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 13 and your obligations hereunder shall survive any forfeiture of the Award or any other termination of this Award Notice. 
 14. Performance Award. The Performance Vesting Component is intended to constitute a Performance Award under Section 8 of the Plan and will be interpreted and administered by the Committee
consistent with this intention. 
 15. Miscellaneous. 

(a) Binding Agreement. This Award Notice is binding on and enforceable by and against the parties, their successors, legal
representatives and assigns. 

  
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 (b) Entire Agreement. This Award Notice constitutes the whole agreement between the
parties relating to the subject matter hereof and supersedes any prior agreements or understandings related to such subject matter. 
 (c) Amendment of this Agreement. This Award Notice may not be amended, modified, or supplemented except by a written instrument executed by each of the parties hereto. 

(d) Transferability. 
 (i) The Award shall not be pledged, hypothecated or otherwise encumbered or subject to any lien, obligation or liability to any party (other than an Employer), 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, 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. 

(ii) The shares of Common Stock underlying the Award may not be sold, assigned, transferred, pledged, hypothecated, margined or
otherwise encumbered in any way prior to the vesting of such shares and the issuance of a stock certificate with respect thereto, whether by operation of law or otherwise, except by will or the laws of descent and distribution. After vesting and the
issuance of a stock certificate with respect thereto, the sale or other transfer of the shares of Common Stock shall be subject to applicable laws and regulations under the Securities Act of 1933. 

(e) Hedging Transactions Prohibited. You are prohibited from engaging in any hedging or monetization transactions involving the
Deferred 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. 
 (f) No Right to Continued Employment. You understand that this Award
Notice does not constitute a contract of employment and that you or an Employer 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 an Employer. Your right, if any, to continue to serve an Employer as an employee or otherwise will not be enlarged or otherwise affected by this Award Notice. 

(g) Plan Controls. The Award is subject to all of the provisions of the Plan, and is further subject to all the interpretations,
amendments, rules and regulations that may from time to time be promulgated and adopted by Health Management’s Board of Directors or 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. 
 (h) 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. 
 (i) 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. 

(j) Rights of Employer. This Award Notice does not affect the right of any Employer 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. 
 (k) 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. 
 (l) 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 13 and Section 15(e) 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. 
 (m) Section 409A. This Award is intended to comply with the requirements
of Section 409A of the Code and the treasury regulations promulgated and other official guidance issued thereunder, and shall be administered and interpreted consistent with such intention. 

(n) 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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 Acceptance and Agreement. By your acceptance of the Award, you acknowledge receipt of, and understand
and agree to be bound by, this Award Notice and the Plan. You further acknowledge that: (i) this Award Notice and the Plan set forth the entire understanding between you and Health Management regarding the Award; and, (ii) this Award
Notice and the Plan supersede all prior oral and written agreements concerning the Award. 
  

					
	  
	 		 	  

	Name	 		 	Date


  
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