Attached files
file | filename |
---|---|
8-K - FORM 8-K - U S PHYSICAL THERAPY INC /NV | h81240e8vk.htm |
EX-99.2 - EX-99.2 - U S PHYSICAL THERAPY INC /NV | h81240exv99w2.htm |
EX-99.4 - EX-99.4 - U S PHYSICAL THERAPY INC /NV | h81240exv99w4.htm |
EX-99.3 - EX-99.3 - U S PHYSICAL THERAPY INC /NV | h81240exv99w3.htm |
Exhibit 99.1
U.S. PHYSICAL THERAPY, INC. (USPH)
OBJECTIVE LONG-TERM INCENTIVE PLAN FOR SENIOR MANAGEMENT
FOR 2011 (Objective LTIP)
OBJECTIVE LONG-TERM INCENTIVE PLAN FOR SENIOR MANAGEMENT
FOR 2011 (Objective LTIP)
Purpose: To incentivize and retain Executives eligible for this Objective LTIP to
achieve certain corporate earnings criteria and reward Executives when such criteria are achieved,
and to align the long-term interests of Executives and shareholders of USPH by compensating the
Executives in shares of USPH stock that vest over time, thereby increasing the Executives equity
interest in USPH.
Effective Date: The effective date of this Objective LTIP and the establishment of
performance goals and formula for the amount payable hereunder is March 31, 2011.
Eligibility: The Executives of USPH eligible for this Objective LTIP are the Chief
Executive Officer (CEO), the Chief Financial Officer (CEO) and the Chief Operating Officer
(COO).
Vesting and Other Terms and Provisions: Under this Objective LTIP, Executives have an
opportunity to receive Restricted Stock Awards (RSAs) under the U. S. Physical Therapy, Inc. 2003
Stock Incentive Plan (as amended and restated effective March 26, 2010) (the 2003 Plan), to be
granted by the Compensation Committee of the Board of Directors of USPH (as the term Committee is
defined in Section 3.1 of the 2003 Plan) in the first quarter of 2012. Before any RSAs are
granted, the Compensation Committee shall certify in writing that the performance goals have been
obtained in accordance with Code Section 162(m), and any RSAs to be granted hereunder shall be made
no later than March 15, 2012. The Executive must be employed by USPH or its affiliates from the
Effective Date through the date of the grant to receive a RSA. All RSAs shall be granted subject
to the terms of the 2003 Plan and the specific terms and conditions (including without limitation,
restrictions in transfer and substantial risk of forfeiture) as determined by the Compensation
Committee in its sole discretion. RSAs that are granted under this Objective LTIP will vest evenly
over 16 quarters, beginning March 31, 2012 and ending December 31, 2015. To vest, Executive must
be a full-time employee/officer of USPH at vesting date, except in the event of Death or Disability
(as defined in the Executives employment agreement with USPH), which will cause all unvested RSAs
to vest. In the event of a Change in Control (as defined in Executives employment agreement)
occurring after the grant date while the Executive is a full-time employee/officer of USPH, any
unvested RSAs will be fully vested at or contemporaneous and in conjunction with such Change in
Control. The terms set forth above and all other terms of any RSA grant shall be set forth in a
Restricted Stock Agreement between the Executive and USPH, to be signed by the Executive and by the
Chairman of the Compensation Committee (on behalf of USPH).
Administration: The Compensation Committee has established this Objective LTIP under
Section 6.11 of the 2003 Plan and the RSAs, if any, granted hereunder are intended to meet the
performance-based exception under Code Section 162(m). The Compensation Committee has authority to
administer this Objective LTIP, grant awards and decide all questions of interpretation; provided,
however, that the Compensation Committee shall have no discretion to increase the maximum award
amounts that are payable as provided below and/or otherwise increase or modify an award which would
disqualify the award for the performance-based exception under Code Section 162(m). There will be
no acceleration of the grant of an award hereunder due to the Executives termination for cause or
without good reason or Executives voluntary retirement that would violate Code Section 162(m) as
provided under Revenue Ruling 2008-13. The Compensation Committees determinations and
interpretations under this Objective LTIP shall be final and binding on all persons.
Objective Goals And Amounts That May Be Awarded:
The maximum amount of RSAs that may be granted under this Objective LTIP based upon the achievement
of the performance goals relating to fully diluted earnings per share (EPS) for 2011 (before any
extraordinary items and after consideration of any compensation expense required to be reported in
2011 related to this Objective LTIP) are as follows: CEO = 15,000 shares; CFO = 10,000 shares; COO
= 10,000 shares.
Performance | ||
Goals | Objective | |
2011 | Amount of Maximum Shares | |
EPS | That may be Awarded | |
$1.31 |
30.0% | |
$1.32 |
36.0% | |
$1.33 |
42.0% | |
$1.34 |
48.0% | |
$1.35 |
54.0% | |
$1.36 |
60.0% | |
$1.37 |
66.0% | |
$1.38 |
72.0% | |
$1.39 |
78.0% | |
$1.40 |
84.0% | |
$1.41 |
90.0% | |
$1.42 |
96.0% | |
$1.43 |
100.0% |