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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 5/03/18 Acadia Healthcare Company, Inc. 10-Q 3/31/18 100:7.2M Donnelley … Solutions/FA |
Document/Exhibit Description Pages Size
1: 10-Q Quarterly Report HTML 593K
2: EX-10.3 Material Contract HTML 51K
3: EX-10.4 Material Contract HTML 58K
4: EX-31.1 Certification -- §302 - SOA'02 HTML 35K
5: EX-31.2 Certification -- §302 - SOA'02 HTML 35K
6: EX-32 Certification -- §906 - SOA'02 HTML 31K
13: R1 Document and Entity Information HTML 50K
14: R2 Condensed Consolidated Balance Sheets (Unaudited) HTML 114K
15: R3 Condensed Consolidated Balance Sheets (Unaudited) HTML 45K
(Parenthetical)
16: R4 Condensed Consolidated Statements of Income HTML 92K
(Unaudited)
17: R5 Condensed Consolidated Statements of Income HTML 32K
(Unaudited) (Parenthetical)
18: R6 Condensed Consolidated Statements of Comprehensive HTML 53K
Income (Unaudited)
19: R7 Condensed Consolidated Statements of Comprehensive HTML 33K
Income (Unaudited) (Parenthetical)
20: R8 Condensed Consolidated Statement of Equity HTML 56K
(Unaudited)
21: R9 Condensed Consolidated Statements of Cash Flows HTML 107K
(Unaudited)
22: R10 Description of Business and Basis of Presentation HTML 37K
23: R11 Recently Issued Accounting Standards HTML 42K
24: R12 Revenue HTML 98K
25: R13 Earnings Per Share HTML 41K
26: R14 Other Intangible Assets HTML 46K
27: R15 Property and Equipment HTML 40K
28: R16 Long-Term Debt HTML 72K
29: R17 Equity-Based Compensation HTML 82K
30: R18 Income Taxes HTML 47K
31: R19 Derivatives HTML 35K
32: R20 Fair Value Measurements HTML 43K
33: R21 Commitments and Contingencies HTML 34K
34: R22 Noncontrolling Interests HTML 37K
35: R23 Other Current Assets HTML 38K
36: R24 Other Accrued Liabilities HTML 38K
37: R25 Segment Information HTML 62K
38: R26 Accumulated Other Comprehensive Loss HTML 39K
39: R27 Financial Information for the Company and Its HTML 290K
Subsidiaries
40: R28 Revenue (Tables) HTML 80K
41: R29 Earnings Per Share (Tables) HTML 40K
42: R30 Other Intangible Assets (Tables) HTML 45K
43: R31 Property and Equipment (Tables) HTML 40K
44: R32 Long-Term Debt (Tables) HTML 45K
45: R33 Equity-Based Compensation (Tables) HTML 74K
46: R34 Fair Value Measurements (Tables) HTML 40K
47: R35 Noncontrolling Interests (Tables) HTML 34K
48: R36 Other Current Assets (Tables) HTML 37K
49: R37 Other Accrued Liabilities (Tables) HTML 37K
50: R38 Segment Information (Tables) HTML 64K
51: R39 Accumulated Other Comprehensive Loss (Tables) HTML 38K
52: R40 Financial Information for the Company and Its HTML 284K
Subsidiaries (Tables)
53: R41 Description of Business and Basis of Presentation HTML 34K
- Additional Information (Detail)
54: R42 Revenue - Additional Information (Detail) HTML 38K
55: R43 Revenue - Summary of Impact of Adoption of HTML 40K
Accounting Standards (Detail)
56: R44 Revenue - Schedule of U.S. Revenue Attributed to HTML 43K
Each Category (Detail)
57: R45 Revenue - Schedule of U.S. Revenue Generated by HTML 51K
Each Payor Type (Detail)
58: R46 Revenue - Schedule of U.K. Revenue Attributed to HTML 41K
Each Category (Detail)
59: R47 Revenue - Schedule of U.K. Revenue Generated by HTML 46K
Each Payor Type (Detail)
60: R48 Revenue - Summary of the Activity in Unearned HTML 41K
Revenue (Detail)
61: R49 Earnings Per Share - Computation of Basic and HTML 52K
Diluted Earnings Per Share (Detail)
62: R50 Earnings Per Share - Additional Information HTML 32K
(Detail)
63: R51 Other Intangible Assets - Other Identifiable HTML 56K
Intangible Assets and Related Accumulated
Amortization (Detail)
64: R52 Property and Equipment - Summary of Property and HTML 47K
Equipment (Detail)
65: R53 Long-Term Debt - Components of Long-Term Debt HTML 66K
(Detail)
66: R54 Long-Term Debt - Components of Long-Term Debt HTML 52K
(Parenthetical) (Detail)
67: R55 Long-Term Debt (Amended and Restated Senior Credit HTML 164K
Facility) - Additional Information (Detail)
68: R56 Long-Term Debt (6.125% Senior Notes due 2021) - HTML 41K
Additional Information (Detail)
69: R57 Long-Term Debt (5.125% Senior Notes due 2022) - HTML 41K
Additional Information (Detail)
70: R58 Long-Term Debt (5.625% Senior Notes due 2023) - HTML 41K
Additional Information (Detail)
71: R59 Long-Term Debt (6.500% Senior Notes due 2024) - HTML 41K
Additional Information (Detail)
72: R60 Long-Term Debt (9.0% and 9.5% Revenue Bonds) - HTML 56K
Additional Information (Detail)
73: R61 Equity-Based Compensation - Additional Information HTML 61K
(Detail)
74: R62 Equity-Based Compensation - Stock Option Activity HTML 76K
(Detail)
75: R63 Equity-Based Compensation - Schedule of Stock HTML 40K
Options Valuation Assumptions (Detail)
76: R64 Equity-Based Compensation - Restricted Stock HTML 53K
Activity (Detail)
77: R65 Equity-Based Compensation - Restricted Stock Unit HTML 53K
Activity (Detail)
78: R66 Income Taxes - Additional Information (Detail) HTML 60K
79: R67 Derivatives - Additional Information (Detail) HTML 40K
80: R68 Fair Value Measurements - Carrying Amounts and HTML 73K
Fair Values of Company's Amended and Restated
Senior Credit Facilities and Contingent
Consideration Liabilities (Detail)
81: R69 Fair Value Measurements - Additional Information HTML 49K
(Detail)
82: R70 Commitments and Contingencies - Additional HTML 38K
Information (Detail)
83: R71 Noncontrolling Interests - Additional Information HTML 36K
(Detail)
84: R72 Noncontrolling Interests - Summary of Redeemable HTML 38K
Noncontrolling Interests (Detail)
85: R73 Other Current Assets - Other Current Assets HTML 48K
(Detail)
86: R74 Other Accrued Liabilities - Summary of Other HTML 53K
Accrued Liabilities (Detail)
87: R75 Segment Information - Additional Information HTML 39K
(Detail)
88: R76 Segment Information - Summary of Reconciliation of HTML 62K
Segment EBITDA to Income from Continuing
Operations (Detail)
89: R77 Segment Information - Summary of Financial HTML 43K
Information by Operating Segment, Goodwill
(Detail)
90: R78 Segment Information - Summary of Financial HTML 40K
Information by Operating Segment, Assets (Detail)
91: R79 Segment Information - Summary of Financial HTML 42K
Information by Operating Segment, Assets
(Parenthetical) (Detail)
92: R80 Accumulated Other Comprehensive Loss - Components HTML 52K
Of Accumulated Other Comprehensive Loss (Detail)
93: R81 Accumulated Other Comprehensive Loss - Components HTML 33K
Of Accumulated Other Comprehensive Loss
(Parenthetical) (Detail)
94: R82 Financial Information for the Company and Its HTML 44K
Subsidiaries - Additional Information (Detail)
95: R83 Financial Information for the Company and Its HTML 137K
Subsidiaries - Summary of Condensed Consolidating
Balance Sheets (Detail)
96: R84 Financial Information for the Company and Its HTML 119K
Subsidiaries - Summary of Condensed Consolidating
Statement of Comprehensive Income (Loss) (Detail)
97: R85 Financial Information for the Company and Its HTML 147K
Subsidiaries - Summary of Condensed Consolidating
Statement of Cash Flows (Detail)
99: XML IDEA XML File -- Filing Summary XML 190K
98: EXCEL IDEA Workbook of Financial Reports XLSX 96K
7: EX-101.INS XBRL Instance -- achc-20180331 XML 2.19M
9: EX-101.CAL XBRL Calculations -- achc-20180331_cal XML 265K
10: EX-101.DEF XBRL Definitions -- achc-20180331_def XML 789K
11: EX-101.LAB XBRL Labels -- achc-20180331_lab XML 1.21M
12: EX-101.PRE XBRL Presentations -- achc-20180331_pre XML 1.16M
8: EX-101.SCH XBRL Schema -- achc-20180331 XSD 196K
100: ZIP XBRL Zipped Folder -- 0001193125-18-150794-xbrl Zip 189K
| EX-10.3 |
Exhibit 10.3
FORM OF RESTRICTED STOCK AGREEMENT
PURSUANT TO THE
ACADIA HEALTHCARE COMPANY, INC.
INCENTIVE COMPENSATION PLAN
* * * * *
Participant:
Grant Date:
Number of Shares of Restricted Stock Granted:
* * * * *
THIS RESTRICTED STOCK AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between Acadia Healthcare Company, Inc., a corporation organized in the State of Delaware (the “Company”), and the Participant specified above, pursuant to the Acadia Healthcare Company, Inc. Incentive Compensation Plan, as in effect and as amended from time to time (the “Plan”), which is administered by the Committee; and
WHEREAS, it has been determined under the Plan that it would be in the best interests of the Company to grant the shares of Restricted Stock provided herein to the Participant.
NOW, THEREFORE, in consideration of the mutual covenants and promises hereinafter set forth and for other good and valuable consideration, the parties hereto hereby mutually covenant and agree as follows:
1. Incorporation By Reference; Plan Document Receipt. This Agreement is subject in all respects to the terms and provisions of the Plan (including, without limitation, any amendments thereto adopted at any time and from time to time unless such amendments are expressly intended not to apply to the Award provided hereunder), all of which terms and provisions are made a part of and incorporated in this Agreement as if they were each expressly set forth herein. Any capitalized term not defined in this Agreement shall have the same meaning as is ascribed thereto in the Plan. The Participant hereby acknowledges receipt of a true copy of the Plan and that the Participant has read the Plan carefully and fully understands its content.
2. Grant of Restricted Stock Award. The Company hereby grants to the Participant, as of the Grant Date specified above, the number of shares of Restricted Stock specified above. Except as otherwise provided by the Plan, the Participant agrees and understands that nothing contained in this Agreement provides, or is intended to provide, the Participant with any protection against potential future dilution of the Participant’s interest in the Company for any reason, and no adjustments shall be made for dividends in cash or other property, distributions or other rights in respect of any such shares, except as otherwise specifically provided for in the Plan or this Agreement. Subject to Section 5 hereof, the Participant shall not have the rights of a stockholder in respect of the shares underlying this Award until such shares are delivered to the Participant in accordance with Section 4 hereof.
3. Vesting.
(a) Subject to the provisions of Sections 3(b) and 3(c) hereof, the Restricted Stock subject to this grant shall become unrestricted and vested as follows, provided that the Participant has not incurred a Termination prior to each such vesting date:
| Vesting Date |
Number of Shares |
There shall be no proportionate or partial vesting in the periods prior to each vesting date and all vesting shall occur only on the appropriate vesting date, subject to the Participant’s continued service with the Company or any of its Subsidiaries on each applicable vesting date.
(b) Accelerated Vesting. Notwithstanding the foregoing, the Committee may, in its sole discretion, provide for accelerated vesting of the Restricted Stock at any time and for any reason. In addition, accelerated vesting of the Restricted Stock may be provided for in an employment agreement or other agreement between the Company and the Participant.
(c) Forfeiture. Subject to the Committee’s discretion to accelerate vesting hereunder, all unvested shares of Restricted Stock shall be immediately forfeited upon the Participant’s Termination for any reason.
4. Period of Restriction; Delivery of Unrestricted Shares. During the period from the date hereof until such time as the shares of Restricted Stock awarded by this Agreement become vested, the Restricted Stock shall bear a legend as described in Section 8.2(c) of the Plan. When shares of Restricted Stock awarded by this Agreement become vested, the Participant shall be entitled to receive unrestricted shares and if the Participant’s stock certificates contain legends restricting the transfer of such shares, the Participant shall be entitled to receive new stock certificates free of such legends (except any legends requiring compliance with securities laws).
5. Dividends and Other Distributions; Voting. The Participant shall be entitled to receive all dividends and other distributions paid with respect to the Restricted Stock, provided that any such dividends or other distributions will be subject to the same vesting requirements as the underlying Restricted Stock and shall be paid at the time the Restricted Stock becomes vested pursuant to Section 3 hereof. If any dividends or distributions are paid in shares, the shares shall be deposited with the Company and shall be subject to the same restrictions on transferability and forfeitability as the Restricted Stock with respect to which they were paid. The Participant may exercise full voting rights with respect to the Restricted Stock granted hereunder.
2
6. Non-Transferability. The shares of Restricted Stock, and any rights and interests with respect thereto, issued under this Agreement and the Plan shall not, prior to vesting, be sold, exchanged, transferred, assigned or otherwise disposed of in any way by the Participant (or any beneficiary of the Participant), other than by testamentary disposition by the Participant or the laws of descent and distribution. Any attempt to sell, exchange, transfer, assign, pledge, encumber or otherwise dispose of or hypothecate in any way any of the Restricted Stock, or the levy of any execution, attachment or similar legal process upon the Restricted Stock, contrary to the terms and provisions of this Agreement and/or the Plan shall be null and void and without legal force or effect.
7. Governing Law. All questions concerning the construction, validity and interpretation of this Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, without regard to the choice of law principles thereof.
8. Withholding of Tax. The Company shall have the power and the right to deduct or withhold, or require the Participant to remit to the Company, an amount sufficient to satisfy any federal, state, local and foreign taxes of any kind (including, but not limited to, the Participant’s FICA and SDI obligations) which the Company, in its sole discretion, deems necessary to be withheld or remitted to comply with the Code and/or any other applicable law, rule or regulation with respect to the Restricted Stock and, if the Participant fails to do so, the Company may otherwise refuse to issue or transfer any shares of Common Stock otherwise required to be issued pursuant to this Agreement. Any statutorily required withholding obligation with regard to the Participant may be satisfied by reducing the amount of cash or shares of Common Stock otherwise deliverable to the Participant hereunder or by the Participant’s delivery of shares of Common Stock already owned.
9. Section 83(b). If the Participant properly elects (as required by Section 83(b) of the Code) within 30 days after the issuance of the Restricted Stock to include in gross income for federal income tax purposes in the year of issuance the Fair Market Value of such shares of Restricted Stock, the Participant shall pay to the Company or make arrangements satisfactory to the Company to pay to the Company upon such election, any federal, state or local taxes required to be withheld with respect to the Restricted Stock. If the Participant shall fail to make such payment, the Company shall, to the extent permitted by law, have the right to deduct from any payment of any kind otherwise due to the Participant any federal, state or local taxes of any kind required by law to be withheld with respect to the Restricted Stock, as well as the rights set forth in Section 8 hereof. The Participant acknowledges that it is the Participant’s sole responsibility, and not the Company’s, to file timely and properly the election under Section 83(b) of the Code and any corresponding provisions of state tax laws if the Participant elects to make such election, and the Participant agrees to timely provide the Company with a copy of any such election.
10. Legend. All certificates representing the Restricted Stock shall have endorsed thereon the legend set forth in Section 8.2(c) of the Plan. Notwithstanding the foregoing, in no event shall the Company be obligated to deliver to the Participant a certificate representing the Restricted Stock prior to the vesting dates set forth above.
3
11. Securities Representations. The shares of Restricted Stock are being issued to the Participant and this Agreement is being made by the Company in reliance upon the following express representations and warranties of the Participant. The Participant acknowledges, represents and warrants that:
(a) The Participant has been advised that the Participant may be an “affiliate” within the meaning of Rule 144 under the Securities Act and in this connection the Company is relying in part on the Participant’s representations set forth in this Section 11.
(b) If the Participant is deemed an affiliate within the meaning of Rule 144 of the Securities Act, the shares of Restricted Stock must be held indefinitely unless an exemption from any applicable resale restrictions is available or the Company files an additional registration statement (or a “re-offer prospectus”) with regard to the shares of Restricted Stock and the Company is under no obligation to register the shares of Restricted Stock (or to file a “re-offer prospectus”).
(c) If the Participant is deemed an affiliate within the meaning of Rule 144 of the Securities Act, the Participant understands that (i) the exemption from registration under Rule 144 will not be available unless (A) a public trading market then exists for the Common Stock of the Company, (B) adequate information concerning the Company is then available to the public, and (C) other terms and conditions of Rule 144 or any exemption therefrom are complied with, and (ii) any sale of the shares of vested Restricted Stock hereunder may be made only in limited amounts in accordance with the terms and conditions of Rule 144 or any exemption therefrom.
12. Entire Agreement; Amendment. This Agreement, together with the Plan, contains the entire agreement between the parties hereto with respect to the subject matter contained herein, and supersedes all prior agreements or prior understandings, whether written or oral, between the parties relating to such subject matter. The Committee shall have the right, in its sole discretion, to modify or amend this Agreement from time to time in accordance with and as provided in the Plan. This Agreement may also be modified or amended by a writing signed by both the Company and the Participant. The Company shall give written notice to the Participant of any such modification or amendment of this Agreement as soon as practicable after the adoption thereof.
13. Notices. Any notice hereunder by the Participant shall be given to the Company in writing and such notice shall be deemed duly given only upon receipt thereof by the General Counsel of the Company. Any notice hereunder by the Company shall be given to the Participant in writing and such notice shall be deemed duly given only upon receipt thereof at such address as the Participant may have on file with the Company.
14. Acceptance. As required by Section 8.2 of the Plan, the Participant shall forfeit the Restricted Stock if the Participant does not execute this Agreement within a period of sixty (60) days from the date that the Participant receives this Agreement (or such other period as the Committee shall provide).
15. No Right to Employment. Any questions as to whether and when there has been a Termination and the cause of such Termination shall be determined in the sole discretion of the Committee. Nothing in this Agreement shall interfere with or limit in any way the right of the Company, its Subsidiaries or Affiliates to terminate the Participant’s employment or service at any time, for any reason and with or without Cause.
4
16. Transfer of Personal Data. The Participant authorizes, agrees and unambiguously consents to the transmission by the Company (or any Subsidiary) of any personal data information related to the Restricted Stock awarded under this Agreement for legitimate business purposes (including, without limitation, the administration of the Plan). This authorization and consent is freely given by the Participant.
17. Compliance with Laws. The issuance of the Restricted Stock or unrestricted shares pursuant to this Agreement shall be subject to, and shall comply with, any applicable requirements of any foreign and U.S. federal and state securities laws, rules and regulations (including, without limitation, the provisions of the Securities Act, the Exchange Act and in each case any respective rules and regulations promulgated thereunder) and any other law or regulation applicable thereto. The Company shall not be obligated to issue the Restricted Stock or any of the shares pursuant to this Agreement if any such issuance would violate any such requirements.
18. Section 409A. Notwithstanding anything herein or in the Plan to the contrary, the shares of Restricted Stock are intended to be exempt from the applicable requirements of Section 409A of the Code and shall be limited, construed and interpreted in accordance with such intent.
19. Binding Agreement; Assignment. This Agreement shall inure to the benefit of, be binding upon, and be enforceable by the Company and its successors and assigns. The Participant shall not assign (except in accordance with Section 6 hereof) any part of this Agreement without the prior express written consent of the Company.
20. Headings. The titles and headings of the various sections of this Agreement have been inserted for convenience of reference only and shall not be deemed to be a part of this Agreement.
21. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which shall constitute one and the same instrument.
22. Further Assurances. Each party hereto shall do and perform (or shall cause to be done and performed) all such further acts and shall execute and deliver all such other agreements, certificates, instruments and documents as either party hereto reasonably may request in order to carry out the intent and accomplish the purposes of this Agreement and the Plan and the consummation of the transactions contemplated thereunder.
23. Severability. The invalidity or unenforceability of any provisions of this Agreement in any jurisdiction shall not affect the validity, legality or enforceability of the remainder of this Agreement in such jurisdiction or the validity, legality or enforceability of any provision of this Agreement in any other jurisdiction, it being intended that all rights and obligations of the parties hereunder shall be enforceable to the fullest extent permitted by law.
5
24. Acquired Rights. The Participant acknowledges and agrees that: (a) the Company may terminate or amend the Plan at any time; (b) the award of Restricted Stock made under this Agreement is completely independent of any other award or grant and is made at the sole discretion of the Company; (c) no past grants or awards (including, without limitation, the Restricted Stock awarded hereunder) give the Participant any right to any grants or awards in the future whatsoever; and (d) any benefits granted under this Agreement are not part of the Participant’s ordinary salary, and shall not be considered as part of such salary in the event of severance, redundancy or resignation.
* * * * *
6
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of .
| ACADIA HEALTHCARE COMPANY, INC. | ||
| By: | ||
| Name: |
| Title: |
| PARTICIPANT | ||
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| Name: |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/28/24 Acadia Healthcare Co., Inc. 10-K 12/31/23 128:15M Donnelley … Solutions/FA 2/28/23 Acadia Healthcare Co., Inc. 10-K 12/31/22 133:18M ActiveDisclosure/FA 3/01/22 Acadia Healthcare Co., Inc. 10-K 12/31/21 135:19M ActiveDisclosure/FA 2/26/21 Acadia Healthcare Co., Inc. 10-K 12/31/20 139:21M ActiveDisclosure/FA |