Document

COMPUTER PROGRAMS AND SYSTEMS, INC.
2019 INCENTIVE PLAN


NON-EMPLOYEE DIRECTOR RESTRICTED STOCK AWARD AGREEMENT


This Non-Employee Director Restricted Stock Award Agreement (this “Agreement”) is made and entered into as of __________ (the “Grant Date”) by and between Computer Programs & Systems, Inc., a Delaware corporation (the “Company”), and ________________ (the “Grantee”).


WHEREAS, the Company has adopted the Computer Programs and Systems, Inc. 2019 Incentive Plan (the “Plan”) pursuant to which awards of Restricted Stock may be granted; and


WHEREAS, the Compensation Committee of the Board of Directors (the “Committee”) has determined that it is in the best interests of the Company and its shareholders to grant the award of Restricted Stock provided for herein.


NOW, THEREFORE, the parties hereto, intending to be legally bound, agree as follows:


1.Grant of Restricted Stock.  Pursuant to Section 7.2 of the Plan, the Company hereby issues to the Grantee on the Grant Date a Restricted Stock Award consisting of, in the aggregate, ________ shares of Common Stock of the Company (the “Restricted Stock”), on the terms and conditions and subject to the restrictions set forth in this Agreement and the Plan.  Capitalized terms that are used but not defined herein have the meaning ascribed to them in the Plan. 


2. Consideration.  The grant of the Restricted Stock is made in consideration of the services to be rendered by the Grantee to the Company as a member of the Company’s Board of Directors.


3. Restricted Period; Vesting.


3.1 Except as otherwise provided herein, one hundred percent (100%) of the Restricted Stock will vest on the first anniversary of the Grant Date, provided that the Grantee remains in Continuous Service through the vesting date.  The one-year period from the Grant Date through the vesting date is referred to as the “Restricted Period.”


3.2 The foregoing vesting schedule notwithstanding:


(a) if the Grantee’s Continuous Service is terminated as a result of the Grantee’s death or Disability, one hundred percent (100%) of the unvested Restricted Stock shall vest as of the date of such termination; and


(b) if a Change in Control occurs, one hundred percent (100%) of the unvested Restricted Stock shall vest immediately.


4. Restrictions. The Restricted Stock and any rights relating thereto may not be sold, pledged, assigned, hypothecated, transferred, or disposed of in any manner other than in accordance with the terms of the Plan.


5. Rights as Shareholder; Dividends.










5.1 The Grantee shall be the record owner of the Restricted Stock until the shares of Common Stock are sold or otherwise disposed of, and shall be entitled to all of the rights of a shareholder of the Company including without limitation the right to vote such shares and receive all dividends or other distributions paid with respect to such shares.  


5.2 The Company may issue stock certificates or evidence the Grantee’s interest by using a restricted book entry account with the Company’s transfer agent.  Physical possession or custody of any stock certificates that are issued shall be retained by the Company until such time as the Restricted Stock vests.


5.3 If the Grantee forfeits any rights he or she has under this Agreement in accordance with Section 3, the Grantee shall, on the date of such forfeiture, no longer have any rights as a shareholder with respect to the Restricted Stock and shall no longer be entitled to vote or receive dividends on such shares.


6. No Right to Continued Service.  Neither the Plan nor this Agreement shall confer upon the Grantee any right to be retained in any position or as a Director of the Company.  


7. Adjustments.  If any change is made to the outstanding Common Stock or the capital structure of the Company, if required, the shares of Common Stock subject to the award of Restricted Stock shall be adjusted in any manner as contemplated by Section 11 of the Plan.


8. Tax Liability and Withholding.


8.1 The Grantee shall be required to pay to the Company, and the Company shall have the right to deduct from any compensation paid to the Grantee pursuant to the Plan, the amount of any required withholding taxes in respect of the Restricted Stock and to take all such other action as the Committee deems necessary to satisfy all obligations for the payment of such withholding taxes. The Committee may permit the Grantee to satisfy any federal, state or local tax withholding obligation by any of the following means, or by a combination of such means: 


(a) tendering a cash payment;


(b) authorizing the Company to withhold shares of Common Stock from the shares of Common Stock otherwise issuable or deliverable to the Grantee as a result of the vesting of the Restricted Stock; provided, however, that no shares of Common Stock shall be withheld with a value exceeding the minimum amount of tax required to be withheld by law; or


(c) delivering to the Company previously owned and unencumbered shares of Common Stock.


8.2 Notwithstanding any action the Company takes with respect to any or all tax-related withholdings (“Tax-Related Items”), the ultimate liability for all Tax-Related Items is and remains the Grantee’s responsibility and the Company (a) makes no representation or undertakings regarding the treatment of any Tax-Related Items in connection with the grant or vesting of the Restricted Stock or the subsequent sale of any shares; and (b) does not commit to structure the Restricted Stock to reduce or eliminate the Grantee’s liability for Tax-Related Items.
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9. Section 83(b) Election.  The Grantee may make an election under Code Section 83(b) (a “Section 83(b) Election”) with respect to the Restricted Stock.  Any such election must be made within thirty (30) days after the Grant Date.  If the Grantee elects to make a Section 83(b) Election, the Grantee shall provide the Company with a copy of an executed version and satisfactory evidence of the filing of the executed Section 83(b) Election with the US Internal Revenue Service.  The Grantee agrees to assume full responsibility for ensuring that the Section 83(b) Election is actually and timely filed with the US Internal Revenue Service and for all tax consequences resulting from the Section 83(b) Election.


10. Compliance with Law.  The issuance and transfer of shares of Common Stock shall be subject to compliance by the Company and the Grantee with all applicable requirements of federal and state securities laws and with all applicable requirements of any stock exchange on which the Company’s shares of Common Stock may be listed.  No shares of Common Stock shall be issued or transferred unless and until any then applicable requirements of state and federal laws and regulatory agencies have been fully complied with to the satisfaction of the Company and its counsel.  


11. Legends.  A legend may be placed on any certificate(s) or other document(s) delivered to the Grantee indicating restrictions on transferability of the shares of Restricted Stock pursuant to this Agreement or any other restrictions that the Committee may deem advisable under the rules, regulations and other requirements of the Securities and Exchange Commission, any applicable federal or state securities laws or any stock exchange on which the shares of Common Stock are then listed or quoted.


12. Notices.  Any notice required to be delivered to the Company under this Agreement shall be in writing and addressed to the Secretary of the Company at the Company’s principal corporate offices.  Any notice required to be delivered to the Grantee under this Agreement shall be in writing and addressed to the Grantee at the Grantee’s address as shown in the records of the Company.  Either party may designate another address in writing (or by such other method approved by the Company) from time to time.


13. Governing Law.  This Agreement will be construed and interpreted in accordance with the laws of the State of Delaware without regard to conflict of law principles.


14. Interpretation.  Any dispute regarding the interpretation of this Agreement shall be submitted by the Grantee or the Company to the Committee for review.  The resolution of such dispute by the Committee shall be final and binding on the Grantee and the Company.


15. Restricted Stock Subject to Plan.  This Agreement is subject to the Plan as approved by the Company’s shareholders.  The terms and provisions of the Plan as it may be amended from time to time are hereby incorporated herein by reference.  In the event of a conflict between any term or provision contained herein and a term or provision of the Plan, the applicable terms and provisions of the Plan will govern and prevail.


16. Successors and Assigns.  The Company may assign any of its rights under this Agreement.  This Agreement will be binding upon and inure to the benefit of the successors and assigns of the Company.  Subject to the restrictions on transfer set forth herein, this Agreement will be binding 
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upon the Grantee and the Grantee’s beneficiaries, executors, administrators and the person(s) to whom the Restricted Stock may be transferred by will or the laws of descent or distribution.


17. Severability.  The invalidity or unenforceability of any provision of the Plan or this Agreement shall not affect the validity or enforceability of any other provision of the Plan or this Agreement, and each provision of the Plan and this Agreement shall be severable and enforceable to the extent permitted by law.


18. Discretionary Nature of Plan.  The Plan is discretionary and may be amended, cancelled or terminated by the Company at any time, in its discretion.  The grant of the Restricted Stock in this Agreement does not create any contractual right or other right to receive any Restricted Stock or other Awards in the future.  Future Awards, if any, will be at the sole discretion of the Company.  Any amendment, modification or termination of the Plan shall not constitute a change or impairment of the terms and conditions of the Grantee’s service to the Company.


19. Amendment.  In accordance and consistent with Section 409A of the Code, as applicable, the Committee has the right to amend, alter, suspend, discontinue or cancel the Restricted Stock, prospectively or retroactively; provided, that, no such amendment shall adversely affect the Grantee’s material rights under this Agreement without the Grantee’s consent. 


20. Section 409A.  This Agreement is intended to either comply with or be exempt from Section 409A of the Code and shall be construed and interpreted in a manner that is consistent with the requirements for avoiding additional taxes or penalties under Section 409A of the Code. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement either comply with Section 409A of the Code or are exempt therefrom and in no event shall the Company be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Grantee on account of non-compliance with Section 409A of the Code.


21. Counterparts.  This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which together will constitute one and the same instrument. Counterpart signature pages to this Agreement transmitted by facsimile transmission, by electronic mail in portable document format (.pdf), or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document, will have the same effect as physical delivery of the paper document bearing an original signature.


22. Acceptance.  The Grantee hereby acknowledges receipt of a copy of the Plan and this Agreement.  The Grantee has read and understands the terms and provisions thereof, and accepts the Restricted Stock subject to all of the terms and conditions of the Plan and this Agreement.  The Grantee acknowledges that there may be adverse tax consequences upon the grant or vesting of the Restricted Stock or disposition of the underlying shares and that the Grantee has been advised to consult a tax advisor prior to such grant, vesting or disposition.


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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.


                                                                        COMPUTER PROGRAMS AND SYSTEMS, INC.


                                                                        By:                                                                   
                                                                                Name:   Matt J. Chambless
                                                                                Its:         Chief Financial Officer




                                                                 ________________________________
                                                                        [DIRECTOR NAME]
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