HEALTH MANAGEMENT  ASSOCIATES, INC. 1996 EXECUTIVE INCENTIVE COMPENSATION PLAN



 Exhibit 10.4 

HEALTH MANAGEMENT ASSOCIATES, INC. 

1996 EXECUTIVE INCENTIVE COMPENSATION PLAN 

AWARD NOTICE 
  

							
		 	Grantee:	 	Joseph C. Meek	 	
				
		 		 	 	 	
				
		 	Type of Award:	 	 Deferred Stock Award consisting of two components:

(i) a Time Vesting Component equal to 2/3 of the Total Number of Shares; and

(ii) a Performance Vesting Component equal to 1/3 of the Total Number of Shares.
	 	
		 		 	 	 	
				
		 	Total Number of Shares:	 	32,161	 	
				
		 		 	 	 	
				
		 	Date of Grant:	 	February 16, 2010	 	
				
		 		 	 	 	

 1. Grant of Deferred Stock Award. 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 Amended and Restated 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 Total Number of Shares of HMA’s Class A Common Stock, par value $.01 per share (the
“Common Stock”) set forth above. The Award consists of a time vesting component (the “Time Vesting Component”) and a performance vesting component (the “Performance Vesting Component”). The Total Number of Shares shall
be allocated as follows: (a) two-thirds of the Total Number of Shares to the Time Vesting Component; and (b) one-third of the Total Number of Shares to the Performance Vesting Component. 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. Definitions. The following terms have the meanings set forth in this
Section 2: 
 (a) “EBITDA” means, with respect to the First Grant Year (and if applicable, the Second Grant
Year), HMA’s earnings before interest, income taxes, depreciation, amortization and non-controlling interests for that Grant Year, as determined by the Committee. 

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










			
	
Percentage of Targeted

EBITDA Achieved

During Grant Year
	  	 Percentage of
Performance Vesting
 Component Eligible For Vesting

	
Less than 90%
	  	0%
	
90.0% - 92.4%
	  	50%
	
92.5% - 94.9%
	  	60%
	
95.0% - 97.4%
	  	75%
	
97.5% - 99.9%
	  	90%
	 100% (and over)
	  	100%


(c) “Eligible Person” means each executive officer (as defined under the Securities Exchange Act of 1934, as amended) of HMA,
other officers and employees of an Employer, including such persons who may also be directors of HMA, and physicians and other clinicians who serve as advisors or consultants to an Employer and who provide bona fide services to the Employer. The
foregoing notwithstanding, no member of the Committee shall be an Eligible Person. An employee on leave of absence may be considered as still in the employ of an Employer for purposes of eligibility for this Award. 

(d) “Employer” means HMA or one of its subsidiary hospitals or other majority-owned or affiliated entities. 

(e) “Fifth Grant Year” means the fiscal year of HMA immediately following the conclusion of the Fourth Grant Year. 

(f) “First Grant Year” means the fiscal year of HMA during which the Date of Grant occurs. 

(g) “Fourth Grant Year” means the fiscal year of HMA immediately following the conclusion of the Third Grant Year. 

(h) “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. 
 (i) “Second Grant Year” means the fiscal year of HMA immediately following the conclusion of
the First Grant Year. 
 (j) “Targeted EBITDA” means the total targeted annual EBITDA established by HMA’s Board
of Directors as reflected in its approved profit plan for the First Grant Year and, if applicable, the Second Grant Year. 
 (k)
“Third Grant Year” means the fiscal year of HMA immediately following the conclusion of the Second Grant Year. 
 3.
Time Vesting Component. Subject to the terms set forth in this Award Notice, the Time Vesting Component of the Award will vest as follows: 
  

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 (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 shares of Common Stock underlying the Time Vesting Component of this Deferred Stock Award 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 shares of Common Stock underlying the Time Vesting Component of this Deferred Stock Award 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 shares of Common Stock underlying the Time Vesting Component of this Deferred Stock Award 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 shares of Common Stock underlying the Time Vesting Component of this Deferred Stock Award will vest on March 1 of the Fifth Grant Year. 

4. Performance Vesting Component. 

(a) Vesting. Subject to the terms set forth in this Award Notice, the Performance Vesting Component will vest as set forth in this
Section 4. 
 (i) Earned Shares. At the conclusion of the First Grant Year, the Performance Vesting Component will be
eligible for vesting based upon the achievement by HMA during the First Grant Year of the EBITDA Requirement pursuant to Section 2(b). The portion of the Performance Vesting Component that actually vests based upon the achievement by HMA of the
EBITDA Requirement during the First Grant Year is referred to herein as the “Earned Shares.” The Earned 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 total number of the Earned 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 total number of the Earned 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 total number of the Earned Shares will vest on March 1 of the Fourth Grant Year; and 
  

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 (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 number of the Earned Shares will vest on March 1 of the Fifth Grant Year. 

(ii) Additional Earned Shares. In the event that all or any portion of the Performance Vesting Component is not eligible for vesting at
the conclusion of the First Grant Year (and are not deemed Earned Shares) because HMA achieved less than 100% of the Targeted EBITDA for the First Grant Year, the portion that did not vest with respect to the First Grant Year shall be carried over
to the Second Grant Year and will be eligible for vesting if 100% or more of the Targeted EBITDA for the Second Grant Year is achieved. The amount, if any, that becomes eligible for payment pursuant to this Section 4(a)(ii) is referred to
herein as the “Additional Earned Shares.” The Additional Earned 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 Third Grant Year, one-half of the total number of the Additional Earned Shares will vest on March 1 of the Third Grant Year; 

(B) 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 number of the Additional Earned Shares will vest on March 1 of the Fourth Grant Year; and 

(C) 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 number of the Additional Earned Shares will vest on March 1 of the Fifth Grant Year. 

(iii) Example. By way of example only, if the total number of shares of Deferred Stock to which the Performance Vesting Component
applies hereunder is 400, and if HMA achieved 90% of the Targeted EBITDA with respect to the First Grant Year, the Earned Shares with respect to the First Grant Year would be 200 (50% of 400, based upon the EBITDA Requirement set forth in
Section 2(b)), and 50 shares of Deferred Stock would vest on each March 1 of the Second Grant Year through the Fifth Grant Year, assuming that you have remained an Eligible Person at all times through the vesting dates. The 200 shares of
Deferred Stock that were not deemed Earned Shares with respect to the First Grant Year would be carried over to the Second Grant Year for possible vesting in accordance with Section 4(a)(ii). If HMA were to achieve 100% or more of the Targeted
EBITDA for the Second Grant Year, the Additional Earned Shares would be 200, 100 of which would vest on March 1 of the Third Grant Year, 50 of which would vest on March 1 of the Fourth Grant Year, and 50 of which would vest on March 1
of the Fifth Grant Year, assuming that you have remained an Eligible Person at all times through the vesting dates. If HMA were to achieve less than 100% of Targeted EBITDA for the Second Grant Year, no Additional Earned Shares would be eligible for
vesting. 
  

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 (b) Committee Certification. As soon as practicable following the end of the First
Grant Year (and if applicable, the Second Grant Year), the Committee shall determine and certify in writing if, and the extent to which, the EBITDA Requirement was satisfied, and the Earned Shares (and if applicable, the Additional Earned Shares),
if any, to be paid based upon the certified levels of performance. 
 5. Effect of Death, Termination or Retirement.
Without limiting the vesting requirements set forth in Section 3 or Section 4, in the event of the termination of your employment with all Employers 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 shares of Deferred Stock shall be forfeited and shall not vest or be paid. Notwithstanding the foregoing, in the event of your termination of employment with all Employers:
(a) because of your retirement from all Employers at or after the age of 62, the Award will continue to vest following the date of your retirement in the manner and on the dates set forth above; and (b) because of your death or total and
permanent disability, the Award will continue to vest in the manner and on the dates set forth above for a period of 36 months after the date of such termination of employment, and any unvested shares of Deferred Stock at the conclusion of such
36-month period shall be forfeited. 
 6. Effect of Change In Control. Upon the occurrence of a Change In Control of HMA
(as defined in Section 9(b) of the Plan), your rights will be determined in accordance with Section 9 of the Plan. For purposes of the Performance Vesting Component, the EBITDA Requirement will be deemed to have been satisfied at a level
of 100%. 
 7. 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. 

8. Issuance of Shares. The Company shall, provided that the conditions to vesting specified in this Award Notice are satisfied,
issue the Shares 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. 
 9.
Rights as a Stockholder. Prior to the issuance of the Shares pursuant to Section 8 of this Award Notice, you will not have any of the rights of a stockholder with respect to the Shares underlying the shares of Deferred Stock, including,
but not limited to, the right to receive such cash 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 the Company. No “Dividend
Equivalents” (as that term is defined in the Plan) shall be paid with respect to the shares of Deferred Stock. 
  

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 10. 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. 
 11. Miscellaneous. 

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

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 (f) 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 HMA’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. 
 (g)
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, 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. 

(h) 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. 

(i) Rights of Employer. This Award Notice does not affect the right of an 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. 
 (j) 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. 

(k) 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. 
  

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 (l) Section 409A. The 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. 

(m) Recoupment Policy. Without limiting any other provision hereof, the Award is subject to the Recoupment Policy for Incentive
Compensation set forth in Article VI, Section 8 of HMA’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 (i) 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 (ii) that this Award Notice and the Plan
supercede all prior oral and written agreements on that subject. 
  

			
	 Dated:
	 	    March 22, 2010               
                                 
	
	/s/ Joseph C. Meek
	Signature
	
	Joseph C. Meek
	Name (printed)


  

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