UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 1, 2017 ( March 1, 2017 )

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ENVISION HEALTHCARE CORPORATION
(Exact Name of Registrant as Specified in its Charter)

Delaware
001-37955
62-1493316
(State or Other Jurisdiction of Incorporation)
(Commission
 File Number)
(I.R.S. Employer
 Identification No.)
 
 
 
1A Burton Hills Boulevard
 
 
Nashville, Tennessee
 
37215
(Address of Principal
Executive Offices)
 
(Zip Code)

(615) 665-1283
(Registrant’s Telephone Number, Including Area Code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[ ]
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ]
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))







Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Long-Term Incentive Plan
On February 23, 2017, the Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of Envision Healthcare Corporation (the “Company”) approved a long-term incentive plan (the "Long-Term Incentive Plan") that will provide annual equity awards to certain of the Company’s key employees, including the Company’s named executive officers, under the Envision Healthcare Holdings, Inc. 2013 Omnibus Incentive Plan (the “2013 Omnibus Plan”) and the Amended and Restated AmSurg Corp. 2014 Equity and Incentive Plan (the “2014 Equity Plan”, and together with the 2013 Omnibus Plans, the “Equity Plans”).
 
A significant portion of each annual award under the Long-Term Incentive Plan, as it relates to the Company’s named executive officers, will consist of performance share units, on the terms described below, in order to further align the interests of the Company’s management with its stockholders.  Of the annual awards granted to named executive officers for 2017, 60% of the aggregate grant date value consists of performance share units and 40% of the aggregate grant date value consists of restricted share units.  For 2017 awards, the total aggregate grant date value of an executive’s awards under the program, assuming achievement of targeted performance, equals a percentage of each executive’s annual base salary, with the applicable percentage determined by such executive’s responsibilities.

The following table provides additional information regarding the target award levels and allocation of these awards for the Company’s named executive officers:
 
Executive Officer
 
Target Award ($)
 
Award Mix
 
 
 
 
60% Performance Share Units
and
40% Restricted Share Units 
 
William A. Sanger, Executive Chairman
 
4,424,000
 
 
 
 
 
Christopher A. Holden, Chief Executive Officer and President
 
6,000,000
 
 
 
 
 
Claire M. Gulmi, Executive Vice President and Chief Financial Officer
 
1,100,000
 
 
 
 
 
Robert J. Coward, Executive Vice President and Group President-Physician Services
 
1,400,000
 
 
 
 
 
Randel G. Owen, Executive Vice President and Group President-Ambulatory Services
 
1,400,000
 

In addition to the regular Long Term Incentive Plan awards described above, the Committee also approved the issuance of a one-time restricted share unit award to Mr. Coward with a grant date value of $400,000. This award will vest in equal installments over a three-year period, subject to his continued employment. In making its decision, the Committee recognized Mr. Coward’s significant contributions in the growth of the Company’s Physician Services segment, his critical role in integration efforts following the Company’s recent merger of equals, and the retention benefits of the award.

Performance Share Units
 
Under the 2017 Long Term Incentive Plan, performance share units granted to the Company’s named executive officers and other key employees will cliff vest after a specified performance period based on (i) the Company’s total shareholder return compared to the companies included in the S&P Composite 1500 Health Care Index over the same period (the “TSR Goals”) and (ii) the Company’s Adjusted Earnings per Share performance on an absolute-basis (the “EPS Goals”), subject to the employee’s continued employment through the performance period.
 
For the performance share units granted in 2017, this performance period will be a three-year period commencing on January 1, 2017 and ending on December 31, 2019.  For the Company’s named executive officers, the vesting of performance share units will be 70% dependent on the Company’s achievement of the EPS Goals and 30% dependent on achievement of the TSR Goals during the performance period.

The number of shares that will ultimately vest based on achievement of the TSR Goals will be in the range of 0% to 150% of a target share number, with 25% of the target number vesting if the Company’s percentile rank is 25%, 100% of the target amount vesting if the Company’s percentage rank is 50%, 125% of the target amount vesting if the Company’s percentile rank is 75%, and 150% of the target amount vesting if the Company’s percentile rank is 75% or more. The number of shares





that will ultimately vest based on achievement of the EPS Goals will be in the range of 50% to 150% of a target share number, based upon the Company’s actual Adjusted Earnings per Share results across four target levels of performance during the performance period.
 
Accelerated vesting of the performance share units will occur if, during a performance period, the executive dies or becomes disabled (based on actual performance through the date of death or disability). The performance share units will also fully vest (based on actual performance at the end of the performance period, in the case of the Company’s named executive officers) upon an employee’s qualifying retirement in accordance with the Company’s retirement policies. Also, “double-trigger” vesting will apply to the performance share units (i.e., performance share units will vest if a change in control occurs and the employee’s employment is terminated by the Company without cause or by the employee for good reason during a performance period within a 12-month period following the change in control), unless the performance share units are not assumed in the change in control.  If the award recipient’s employment terminates for any other reason prior to the end of the performance period, all unvested performance share units will be forfeited.
 
This description of the performance share units granted under this program is qualified in its entirety by reference to the Form of Performance Share Unit Award Agreement, which is attached as Exhibit 10.1 and incorporated herein by reference.
 
Restricted Share Units
 
Restricted share units granted to our named executive officers and other key employees under the Long-Term Incentive Plan will vest in equal installments over a three-year period based on the employee's continued employment.  Accelerated vesting of the restricted share units will occur if the employee dies or becomes disabled. The restricted share units will also vest upon an employee’s qualifying retirement in accordance with the Company’s retirement policies. “Double-trigger” vesting will apply to these restricted share units (i.e., restricted share units will vest if a change in control occurs and the employee’s employment is terminated by the Company without cause or by the employee for good reason during a performance period within a 12-month period following the change in control), unless the restricted share units are not assumed in the change in control.
 
This description of the restricted share units granted under this program is qualified in its entirety by reference to the Form of Restricted Share Unit Award Agreement, which is attached as Exhibit 10.2 and incorporated herein by reference.
2017 Short-Term Incentive Plan
On February 23, 2017, the Committee also approved the Company’s short-term non-equity incentive plan for 2017 (the “Short-Term Incentive Plan”). Pursuant to the Short-Term Incentive Plan, employees of the Company, including the Company’s named executive officers, are eligible to receive cash incentive payments based upon the Company’s attainment of certain earnings targets, corporate development goals, and the achievement of key performance indicators specific to each executive’s area of responsibility, over the one-year performance period. For 2017, Short-Term Incentive Plan awards for William A. Sanger, the Company’s Executive Chairman, will be based 70% on achievement of the Company’s Adjusted EBITDA targets for 2017 and 30% on achievement of the Company’s corporate development goals. The 2017 Short-Term Incentive Plan awards for Christopher A. Holden, the Company’s Chief Executive Officer and President, and Claire M. Gulmi, the Company’s Executive Vice President and Chief Financial Officer, will be based 50% on achievement of the Company’s Adjusted EBITDA targets for 2017, 30% on achievement of the Company’s corporate development goals, and 20% on the achievement of key performance indicators specific to the executive’s area of responsibility. The 2017 Short-Term Incentive Plan awards for Robert J. Coward, the Company’s Executive Vice President and Group President- Physician Services, and Randel G. Owen, the Company’s Executive Vice President and Group President- Ambulatory Services, will be based 40% on achievement of segment Adjusted EBITDA targets over which the executive has primary responsibility (the Physician Services segment, with respect to Mr. Coward, and the Ambulatory Surgery and Medical Transportation segments, with respect to Mr. Owen), 20% on achievement of Adjusted EBITDA targets for the Company, 20% on achievement of corporate development goals, and 20% on the achievement of key performance indicators specific to the executive’s area of responsibility.





The target and maximum Short-Term Incentive Plan awards that our named executive officers could receive, as a percentage of their base salaries, is set forth in the table below.
Executive Officer
 
Target Short-Term Incentive Award (as a % of Base Salary)
 
Maximum Short-Term Incentive Award (as a % of Base Salary)
 
 
 
 
 
William A. Sanger, Executive Chairman
 
200%
 
400%
 
 
 
 
 
Christopher A. Holden, Chief Executive Officer and President
 
150%
 
270%
 
 
 
 
 
Claire M. Gulmi, Executive Vice President and Chief Financial Officer
 
100%
 
180%
 
 
 
 
 
Robert J. Coward, Executive Vice President and Group President-Physician Services
 
120%
 
216%
 
 
 
 
 
Randel G. Owen, Executive Vice President and Group President-Ambulatory Services
 
120%
 
216%

Amendments to the Equity Plans
On February 24, 2017, the Board approved the First Amendment to Envision Healthcare Holdings, Inc. 2013 Omnibus Incentive Plan (the “2013 Plan Amendment”). The 2013 Plan Amendment revises the 2013 Omnibus Plan by (i) eliminating the ability to recycle shares in certain circumstances, including with respect to settlement of options and shares withheld for taxes, (ii) imposing a one-year minimum vesting period for equity awards granted under the 2013 Omnibus Plan and (iii) permitting tax withholding upon vesting of certain equity awards up to maximum allowable rates. The 2013 Plan Amendment also amends the definition of “Cause” and “Change in Control” to conform to the definitions set forth in the 2014 Equity Plan. The Board also approved the First Amendment to Amended and Restated AmSurg Corp. 2014 Equity and Incentive Plan (the “2014 Plan Amendment”). The 2014 Plan Amendment revises the 2014 Equity Plan by (i) eliminating the ability to recycle shares in certain circumstances, including with respect to settlement of options and shares withheld for taxes, and (ii) imposing a one-year minimum vesting period for equity awards granted under the 2014 Equity Plan.
    The foregoing description of the changes effected by the 2013 Plan Amendment and the 2014 Plan Amendment is qualified in its entirety by the full text of each amendment, which are filed as Exhibit 10.3 and Exhibit 10.4, respectively, to this current report on Form 8-K, and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits:
Exhibit
 
 
Number
 
Description
 
 
 
10.1†
 
Form of Performance Share Unit Award Agreement
 
 
 
10.2†
 
Form of Restricted Share Unit Award Agreement
 
 
 
10.3†
 
First Amendment to Envision Healthcare Holdings, Inc. 2013 Omnibus Incentive Plan
 
 
 
10.4†
 
First Amendment to Amended and Restated AmSurg Corp. 2014 Equity and Incentive Plan
 
 
 
 
 
 
†Identifies each management compensation plan or arrangement






SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 
 
Envision Healthcare Corporation
 
 
 
 
 
 
 
 
 
 
By:
/s/ Claire M. Gulmi
 
 
Claire M. Gulmi
 
 
 
 
 
Executive Vice President and Chief Financial Officer
 
 
(Principal Financial and Duly Authorized Officer)

Date:     March 1, 2017





INDEX TO EXHIBITS

Exhibit
 
 
Number
 
Description
 
 
 
10.1†
 
Form of Performance Share Unit Award Agreement
 
 
 
10.2†
 
Form of Restricted Share Unit Award Agreement
 
 
 
10.3†
 
First Amendment to Envision Healthcare Holdings, Inc. 2013 Omnibus Incentive Plan
 
 
 
10.4†
 
First Amendment to Amended and Restated AmSurg Corp. 2014 Equity and Incentive Plan
 
 
 
 
 
 
†Identifies each management compensation plan or arrangement




Exhibit 10.1



ENVISION HEALTHCARE CORPORATION
PERFORMANCE SHARE UNIT AWARD AGREEMENT


THIS PERFORMANCE SHARE UNIT AWARD AGREEMENT (this “ Agreement ”) is made and entered into as of [_______________] (the “ Grant Date ”), between Envision Healthcare Corporation, a Delaware corporation, together with its subsidiaries (the “ Company ”), and NAME (the “ Grantee ”), under the Company’s 2014 Equity and Incentive Plan, as amended (the “ Plan ”). Capitalized terms not otherwise defined herein shall have the meaning ascribed to such terms in the Plan.

WHEREAS, the Company has adopted the Plan, which permits the issuance of Performance Awards denominated in Restricted Share Units (“ Performance Share Units ” or “ PSUs ”), each of which represents the right to receive one share of the Company’s common stock, no par value per share (a “ Share ”), upon certain terms and conditions as set forth herein; and

WHEREAS, pursuant to the Plan, the Committee responsible for administering the Plan has granted an award of Performance Share Units to the Grantee as provided herein.

NOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:

1. Grant of Performance Share Units .

(a) The Company hereby grants to the Grantee an award (the “ Award ”) of # Performance Share Units (such number of PSUs, the “ Target Award ”) on the terms and conditions set forth in this Agreement and as otherwise provided in the Plan. A bookkeeping account will be maintained by the Company to keep track of the PSUs and any dividend equivalents that may accrue as provided in Section 5 .

(b) The Grantee’s rights with respect to the Award shall remain forfeitable at all times prior to the expiration of the Restricted Period applicable to the PSUs as provided in Section 2 hereof.

2. Restricted Period .

(a) Definition . Except as provided herein and subject to such other exceptions as may be determined by the Committee in its discretion, the “ Restricted Period ” for the Award means the period that begins on the Grant Date and expires on the last day of the Performance Cycle set forth on Exhibit A hereto (such date, the “ Vesting Date ”), but such expiration will occur on the Vesting Date only if (i) and to the extent the Company has achieved the Performance Targets over the Performance Cycle (each as set forth on Exhibit A ) as certified by the Committee, and (ii) the Grantee has remained in service with the Company continuously until the applicable Vesting Date. The number of PSUs that become eligible to vest may be greater than or less than the Target Award, as more specifically set forth on Exhibit A . Except as provided herein, the portion of the PSUs that do not vest, if any, as a result of the Company’s performance shall be cancelled upon the Committee’s



certification of the actual performance against the applicable performance targets and the Grantee shall have no further rights thereto.

(b) Termination of Employment . Except as provided in Section 2(c) , Section 2(d) , Section 2(e) or as otherwise provided by the Committee, if the Grantee’s employment with the Company terminates for any reason during the Restricted Period applicable to any PSUs, the Grantee shall forfeit all rights with respect to all such PSUs with respect to which the applicable Restricted Period has not ended as of such date, and all rights of the Grantee to such PSUs and any dividend equivalents accrued thereon shall terminate, without further obligation on the part of the Company.

(c) Death or Disability . Notwithstanding Section 2(b) , in the event of Grantee’s termination of employment due to death or Disability during the Restricted Period, the Restricted Period shall end with respect to the Target Award and the Vesting Date with respect to such PSUs shall be the date of such termination due to Grantee’s death or Disability. For purposes of this Agreement, “Disability” shall have the meaning set forth in the Plan.

(d) Retirement . Notwithstanding Section 2(b) , and unless otherwise provided by the Committee:

(i) In the event of Grantee’s Retirement during the Restricted Period, the Restricted Period shall not end with respect to this Award, and the PSUs shall continue to be governed by Sections 2 and 3 of this Agreement as if the Grantee’s employment had not terminated on the date of Grantee’s Retirement but on the first day immediately following the end of the Restricted Period as determined under this Section 2, and such PSUs shall be settled otherwise in accordance with this Agreement;

(ii) For purposes of this Agreement:

(1) Early Retirement ” means the Grantee’s voluntary termination of employment with the Company prior to the Grantee’s 65 th birthday, but only in accordance with any applicable early retirement policy adopted by the Company from time to time;

(2) Normal Retirement ” means the Grantee’s voluntary termination of employment with the Company on or after the Grantee’s 65 th birthday;

(3) Retirement ” means Normal Retirement or Early Retirement;

(e) Change in Control . Upon the occurrence of a Change in Control:

(i) In the event the entity surviving the Change in Control (the “ Successor ”) assumes the Award granted hereby, (1) any in process Performance Cycles shall end on the date immediately preceding the Change in Control, (2) the number of PSUs that shall be eligible to vest shall be (A) the Target Award, if less than one-half of the Performance Cycle has elapsed prior to the effective date of the Change in Control, or (B) the actual number of PSUs that would have vested if the date of the Change in Control were the end of the Performance Cycle and the actual performance as of that date had been the actual performance for the entire Performance Cycle, if one-half or more of the Performance Cycle has elapsed prior to the effective date of the Change in Control, (3) the Restricted Period will end on the last day of the originally schedule Performance Cycle hereunder (or, if earlier, in accordance with Section 2(c) or Section 2(d)), and (4) notwithstanding Section 2(b), in the event the Grantee’s employment with the Successor is terminated without Cause by the Successor, or for Good Reason by the Grantee, prior to the expiration of the Restricted Period,



the number of PSUs otherwise eligible to vest pursuant to this paragraph shall immediately thereupon vest (and the Restricted Period with respect thereto shall immediately terminate) and be settled in accordance with Section 3.

(ii) In the event the Successor does not assume the Award granted hereby, the Restricted Period shall end immediately prior to the Change in Control with respect to a number of PSUs equal to (A) the Target Award, if less than one-half of the Performance Cycle has elapsed prior to the effective date of the Change in Control, or (B) the actual number of PSUs that would have vested if the date of the Change in Control were the end of the Performance Cycle and the actual performance as of that date had been the actual performance for the entire Performance Cycle, if one-half or more of the Performance Cycle has elapsed prior to the effective date of the Change in Control, and the appropriate number of PSUs shall become vested and settled in accordance with Section 3.

(iii) For purposes of evaluating performance for any shortened Performance Cycle, appropriate adjustments to the performance targets and performance periods and to the determination of actual performance shall be made by the Committee to carry out the intent of this Section 2(e).

(iv) For purposes of this Agreement, unless otherwise defined in any other contractual agreement between Grantee and the Company, “Good Reason” means any of the following actions, without the Grantee’s express prior written approval: (1) there is a material diminution in the nature or the scope of the Grantee’s authority and responsibilities; (2) there is a material diminution in the Grantee’s rate of base salary or overall compensation (for reasons other than Company performance or stock price); (3) the Company changes the principal location in which Grantee is required to perform services outside a twenty (20) mile radius of such location without Grantee’s consent. “Good Reason” shall exist only if (A) Grantee notifies the Company of the existence of the condition that otherwise constitutes Good Reason within ninety (90) days of the initial existence of the condition, (B) the Company fails to remedy the condition within forty-five (45) days following its receipt of Grantee’s notice of Good Reason and (C) the Grantee separates from service from the Company due to the condition within twelve (12) months of the initial existence of such condition. For purposes of this definition, “Company” includes any Successor and any Subsidiary or Affiliate of a Successor.

(f) Discretionary Acceleration . Notwithstanding anything contained in this Agreement to the contrary, the Administrator, in its sole discretion, may accelerate the vesting with respect to any PSUs, at such times and upon such terms and conditions as the Administrator shall determine.

3. Settlement of PSUs upon Lapse of Restricted Period . The Grantee shall be entitled to the settlement of the PSUs covered by this Agreement following the end of the Restricted Period applicable to such PSUs pursuant to Section 2(a) , Section 2(c) , Section 2(d) or Section 2(e) , as applicable, and if necessary, on the date that the Committee makes the certification described in Section 2(a) (such date, the “ Settlement Date ”). Such settlement shall be made as promptly as practicable following the Settlement Date (but in no event later than the seventy-fifth day following the end of the Restricted Period), through the issuance to the Grantee (or to the executors or administrators of Grantee’s estate in the event of the Grantee’s death) of a stock certificate (or evidence such Shares have been registered in the name of the Grantee with the relevant stock agent) for a number of Shares equal to the number of such vested PSUs and any Dividend Equivalent Units that may have accrued pursuant to Section 5 hereof; provided, that any cash-based dividend equivalent rights granted pursuant to Section 5 hereof and any fractional Dividend Equivalent Units shall be



paid in cash when (and only if) the PSUs to which they relate settle to the Grantee. The Grantee may receive, hold, sell or otherwise dispose of any such Shares issued in settlement of the PSUs hereunder free and clear of any restrictions imposed under the Plan or this Agreement. Notwithstanding the foregoing, the Committee may instead settle the PSUs with a payment of cash to the Grantee (or to the executors or administrators of Grantee’s estate in the event of the Grantee’s death) in an amount equal to the Fair Market Value of the Shares as of the Settlement Date that would otherwise have been issued pursuant to this Section 3. In the event that there are any fractional PSUs that became vested, such fractional PSUs shall be settled through a cash payment equal to such fraction multiplied by the Fair Market Value of one Share on the Settlement Date. No fractional shares of Company Common Stock shall be issued in respect of the PSUs.

4. Withholding Obligations . Except as otherwise provided by the Committee, upon the settlement of any PSUs subject to this Award, the Company shall reduce the number of Shares (and the amount of cash, in the case of cash-based dividend equivalent rights) that would otherwise be issued to the Grantee upon settlement of the Award by a number of Shares having an aggregate Fair Market Value on the date of such issuance (or cash, if applicable) equal to the payment to satisfy the minimum withholding tax obligation (or such other amount established by the Committee in its sole discretion that shall not result in adverse accounting treatment of the Award) of the Company with respect to which the Award is being settled.

5. Dividend Rights . The Grantee shall receive dividend equivalent rights in respect of the PSUs covered by this Award at the time of any payment of dividends to stockholders on Shares. At the Company’s option, the PSUs will be credited with either (a) additional Performance Share Units (the “ Dividend Equivalent Units ”) (including fractional units) for cash dividends paid on Shares by (i) multiplying the cash dividend paid per Share by the maximum number of PSUs (and previously credited Dividend Equivalent Units) that could be settled hereby, and (ii) dividing the product determined above by the Fair Market Value of a Share, in each case, on the date the dividend record date, or (b) a cash amount equal to the amount that would be payable to the Grantee as a stockholder in respect of a number of Shares equal to the maximum number of PSUs (and previously credited Dividend Equivalent Units) that could be settled hereby as of the dividend record date; provided, that cash-based dividend equivalents shall be paid unless the Committee affirmatively elects to pay Dividend Equivalent Units. The PSUs will be credited with Dividend Equivalent Units for stock dividends paid on Shares by multiplying the stock dividend paid per Share by the number of PSUs (and previously credited Dividend Equivalent Units) outstanding and unpaid on the dividend record date. Each Dividend Equivalent Unit shall have a value equal to one Share. Each Dividend Equivalent Unit or cash dividend equivalent right will vest and be settled or payable at the same time as the PSU to which the dividend equivalent right relates. For the avoidance of doubt, no dividend equivalent rights shall accrue under this Section 5 in the event that any applicable adjustments pursuant to Section 7 hereof provide similar benefits.

6. No Right to Continued Employment . This Agreement shall not be construed as giving Grantee the right to be retained in the employ of the Company, and the Company may at any time dismiss Grantee from employment, free from any liability or any claim under the Plan.

7. Adjustments . The Committee shall make equitable and proportionate adjustments in the terms and conditions of, and the criteria included in, this Award in recognition of unusual or nonrecurring events (including, without limitation, the events described in Section 4.2 of the Plan) affecting the Company, or the financial statements of the Company, or of changes in applicable laws, regulations, or accounting principles in accordance with the Plan.




8. Restriction on Transfer; No Rights as Stockholder .  The PSUs are not assignable or transferable, in whole or in part, and they may not, directly or indirectly, be offered, transferred, sold, pledged, assigned, alienated, hypothecated or otherwise disposed of or encumbered (including, but not limited to, by gift, operation of law or otherwise), other than by will or by the laws of descent and distribution to the estate of the Grantee upon the Grantee’s death or, with the prior approval of the Company’s General Counsel or the Committee, estate planning transfers.  Any purported transfer in violation of this Section 5 shall be void ab initio . The Grantee shall have no rights as a stockholder of the Company with respect to any Shares covered by the PSUs prior to the issuance of such Shares, except for dividend equivalents provided under Section 5.

9. Amendment to Award . Subject to the restrictions contained in the Plan, the Committee may waive any conditions or rights under, amend any terms of, or alter, suspend, discontinue, cancel or terminate the Award, prospectively or retroactively; provided that any such waiver, amendment, alteration, suspension, discontinuance, cancellation or termination that would materially and adversely affect the rights of the Grantee or any holder or beneficiary of the Award shall not to that extent be effective without the consent of the Grantee, holder or beneficiary affected.

10. Plan Governs . The Grantee hereby acknowledges receipt of a copy of the Plan and agrees to be bound by all the terms and provisions thereof. The terms of this Agreement are governed by the terms of the Plan, and in the case of any inconsistency between the terms of this Agreement and the terms of the Plan, the terms of the Plan shall govern.

11. Recoupment Policy . Notwithstanding any provision of the Plan or this Agreement to the contrary, the Company may require the Grantee to return Shares (or the value of such Shares when originally released to Grantee), cash dividend equivalents paid and any other amount required by law or by applicable Company policy to be returned, in the event that such repayment is required in order to comply with the Company’s clawback or recoupment policy as then in effect or any laws or regulations relating to restatements of the Company’s publicly-reported financial results, whether or not such clawback or recoupment policy was in effect on the same or different terms on the Grant Date.

12. Authorization to Share Personal Data . Grantee authorizes the Company or any Affiliate of the Company that has or lawfully obtains personal data relating to the Grantee to divulge or transfer such personal data to the Company or to a third party, in each case in any jurisdiction, if and to the extent reasonably appropriate in connection with this Agreement or the administration of the Plan.

13. Severability . If any provision of this Agreement is, or becomes, or is deemed to be invalid, illegal, or unenforceable in any jurisdiction or as to any Person or the Award, or would disqualify the Plan or Award under any laws deemed applicable by the Committee, such provision shall be construed or deemed amended to conform to the applicable laws, or if it cannot be construed or deemed amended without, in the determination of the Committee, materially altering the intent of the Plan or the Award, such provision shall be stricken as to such jurisdiction, Person or Award, and the remainder of the Plan and Award shall remain in full force and effect.

14. Notices . All notices required to be given under this Grant shall be deemed to be received if delivered or mailed as provided for herein, to the parties at the following addresses, or to such other address as either party may provide in writing from time to time.




To the Company:          Envision Healthcare Corporation
1A Burton Hills Boulevard
Nashville, Tennessee 37215
Attn: Chief Human Resources Officer

To the Grantee:
The address then maintained with respect to the Grantee in the Company’s records.

15. Governing Law . The validity, construction and effect of this Agreement shall be determined in accordance with the laws of the State of Delaware without giving effect to conflicts of laws principles.

16. Successors in Interest . This Agreement shall inure to the benefit of and be binding upon any successor to the Company. This Agreement shall inure to the benefit of the Grantee’s legal representatives. All obligations imposed upon the Grantee and all rights granted to the Company under this Agreement shall be binding upon the Grantee’s heirs, executors, administrators and successors.

17. Resolution of Disputes . Any dispute or disagreement which may arise under, or as a result of, or in any way related to, the interpretation, construction or application of this Agreement shall be determined by the Committee. Any determination made hereunder shall be final, binding and conclusive on the Grantee and the Company for all purposes.

18. Section 409A . Notwithstanding anything herein to the contrary, to the maximum extent permitted by applicable law, the settlement of the PSUs to be made to the Grantee pursuant to this Agreement is intended to qualify as a “short-term deferral” pursuant to Section 1.409A-1(b)(4) of the Regulations and this Agreement shall be interpreted consistently therewith. However, in any circumstances where the settlement of the PSUs may not so qualify, the Committee shall administer the grant and settlement of such PSUs in strict compliance with Section 409A of the Code. Further, notwithstanding anything herein to the contrary, to the extent that this Award constitutes a deferral of compensation for purposes of Section 409A of the Code (i) no PSU payable upon the Grantee’s termination of service shall be settled, unless Grantee’s termination of service constitutes a “separation from service” within the meaning of Section 1.409A-1(h) of the Treasury Regulations and (ii) if at the time of a Grantee’s termination of employment or service with the Company and all “service recipients” (as defined in the applicable provision of the Treasury Regulations), the Grantee is a “specified employee” as defined in Section 409A of the Code, and the deferral of the commencement of any payments or benefits otherwise payable hereunder as a result of such termination of service is necessary in order to prevent the imposition of any accelerated or additional tax under Section 409A of the Code, then the Company will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to the Grantee) to the minimum extent necessary to satisfy Section 409A of the Code until the date that is six months and one day following the Grantee’s termination of employment or service with the Company (or the earliest date as is permitted under Section 409A of the Code), if such payment or benefit is payable upon a termination of employment or service. Each payment pursuant to this Agreement constitutes a “separate payment” for purposes of Section 409A of the Code.

19. Acceptance of Performance Share Units and Agreement . Grantee has indicated his or her consent and acknowledgement of the terms of this Agreement pursuant to the instructions



provided to the Grantee by or on behalf of the Company. The Grantee acknowledges receipt of the Plan, represents to the Company that he or she has read and understood this Agreement and the Plan, and, as an express condition to the grant of the PSUs under this Agreement, agrees to be bound by the terms of both this Agreement and the Plan. Grantee and the Company each agrees and acknowledges that the use of electronic media (including, without limitation, a clickthrough button or checkbox on a website of the Company or a third-party administrator) to indicate the Grantee’s confirmation, consent, signature, agreement and delivery of this Agreement and the PSUs is legally valid and has the same legal force and effect as if the Grantee and the Company signed and executed this Agreement in paper form. The same use of electronic media may be used for any amendment or waiver of this Agreement.

IN WITNESS WHEREOF, the parties have caused this Performance Share Unit Award Agreement to be duly executed effective as of the day and year first above written.

 
ENVISION HEALTHCARE CORPORATION
 
 
By:
 
 
 
Name:
Christopher A. Holden
Title:
President and Chief Executive Officer
 
 
 
GRANTEE:
 
 
 
 
 
Name






Exhibit 10.2


ENVISION HEALTHCARE CORPORATION
RESTRICTED SHARE UNIT AWARD AGREEMENT

THIS RESTRICTED SHARE UNIT AWARD AGREEMENT (this “ Agreement ”) is made and entered into as of __________________ (the “ Grant Date ”), between Envision Healthcare Corporation, a Delaware corporation, together with its subsidiaries (the “ Company ”), and NAME (the “ Grantee ”), under the [Company’s 2014 Equity and Incentive Plan][Envision Healthcare Holdings, Inc. 2013 Omnibus Incentive Plan], as amended (the “ Plan ”). Capitalized terms not otherwise defined herein shall have the meaning ascribed to such terms in the Plan.

WHEREAS, the Company has adopted the Plan, which permits the issuance of Restricted Share Units (“ Restricted Share Units ” or “ RSUs ”), each of which represents the right to receive one share of the Company’s common stock, no par value per share (a “ Share ”), upon certain terms and conditions as set forth herein; and

WHEREAS, pursuant to the Plan, the Committee responsible for administering the Plan has granted an award of Restricted Share Units to the Grantee as provided herein.

NOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:

1. Grant of Restricted Share Units .

(a) The Company hereby grants to the Grantee an award (the “ Award ”) of # Restricted Share Units on the terms and conditions set forth in this Agreement and as otherwise provided in the Plan. A bookkeeping account will be maintained by the Company to keep track of the RSUs and any dividend equivalents that may accrue as provided in Section 5 .

(b) The Grantee’s rights with respect to the Award shall remain forfeitable at all times prior to the expiration of the Restricted Period applicable to the RSUs as provided in Section 2 hereof.

2. Restricted Period .

(a) Definition . Except as provided herein and subject to such other exceptions as may be determined by the Committee in its discretion, the “ Restricted Period ” for the Award means the period that begins on the Grant Date and expires with respect to one-third of the RSUs on each of the first three anniversaries of the Grant date (each such date, a “ Vesting Date ”), but only if the Grantee has remained in service with the Company continuously until the applicable Vesting Date.

(b) Termination of Employment . Except as provided in Section 2(c) , Section 2(d) , Section 2(e) or as otherwise provided by the Committee, if the Grantee’s employment with the Company terminates for any reason during the Restricted Period applicable to any RSUs, the Grantee shall forfeit all rights with respect to all such RSUs with respect to which the applicable Restricted Period has not ended as of such date, and all rights of the Grantee to such RSUs and any dividend equivalents accrued thereon shall terminate, without further obligation on the part of the Company.






(c) Death or Disability . Notwithstanding Section 2(b) , in the event of Grantee’s termination of employment due to death or Disability during the Restricted Period, the Restricted Period shall end with respect to any RSUs with respect to which the Restricted Period has not yet terminated and that have not otherwise been canceled hereunder and the Vesting Date with respect to such RSUs shall be the date of such termination due to Grantee’s death or Disability. For purposes of this Agreement, “Disability” shall have the meaning set forth in the Plan with respect to Awards not subject to Section 409A of the Code, if otherwise permitted under Section 409A of the Code.

(d) Retirement . Notwithstanding Section 2(b) , and unless otherwise provided by the Committee:

(i) In the event of Grantee’s termination of employment due to Retirement during the Restricted Period, the Restricted Period shall end with respect to any RSUs with respect to which the Restricted Period has not yet terminated and that have not otherwise been canceled hereunder, and the Vesting Date with respect to such RSUs shall be the date of such termination due to Grantee’s Retirement;

(ii) For purposes of this Agreement:

(1) Early Retirement ” means the Grantee’s voluntary termination of employment with the Company prior to the Grantee’s 65 th birthday, but only in accordance with any applicable early retirement policy adopted by the Company from time to time;

(2) Normal Retirement ” means the Grantee’s voluntary termination of employment with the Company on or after the Grantee’s 65 th birthday;

(3) Retirement ” means Normal Retirement or Early Retirement;

(e) Change in Control . Upon the occurrence of a Change in Control:

(i) In the event the entity surviving the Change in Control (the “ Successor ”) assumes the Award granted hereby, (1) the Restricted Period shall not otherwise be affected, (2) the provisions of this Section 2 shall continue to apply, and (3) notwithstanding Section 2(b), in the event the Grantee’s employment with the Successor is terminated without Cause by the Successor, or for Good Reason by the Grantee, prior to the expiration of the Restricted Period, any unvested RSUs shall immediately thereupon vest (and the Restricted Period with respect thereto shall immediately terminate) and be settled in accordance with Section 3;

(ii) In the event the Successor does not assume the Award granted hereby, the Restricted Period shall end immediately prior to the Change in Control with respect to any RSUs that have not yet vested or been forfeited by the Grantee and the RSUs shall be settled in accordance with Section 3 or otherwise prior to the Change in Control.

(iii) For purposes of this Agreement, unless otherwise defined in any other contractual agreement between Grantee and the Company, “Good Reason” means any of the following actions, without the Grantee’s express prior written approval: (1) there is a material diminution in the nature or the scope of the Grantee’s authority and responsibilities; (2) there is a material diminution in the Grantee’s rate of base salary or overall compensation (for reasons other than Company performance or stock price); (3) the Company changes the principal location in which Grantee is required to perform services outside a twenty (20) mile radius of such location without Grantee’s consent. “Good Reason” shall exist only if (A) Grantee notifies the Company of the existence of the





condition that otherwise constitutes Good Reason within ninety (90) days of the initial existence of the condition, (B) the Company fails to remedy the condition within forty-five (45) days following its receipt of Grantee’s notice of Good Reason and (C) the Grantee separates from service from the Company due to the condition within twelve (12) months of the initial existence of such condition. For purposes of this definition, “Company” includes any Successor and any Subsidiary or Affiliate of a Successor.

(f) Discretionary Acceleration . Notwithstanding anything contained in this Agreement to the contrary, the Administrator, in its sole discretion, may accelerate the vesting with respect to any RSUs, at such times and upon such terms and conditions as the Administrator shall determine.

3. Settlement of RSUs upon Lapse of Restricted Period . The Grantee shall be entitled to the settlement of the RSUs covered by this Agreement following the end of the Restricted Period applicable to such RSUs pursuant to Section 2(a) , Section 2(c) , Section 2(d) or Section 2(e) , as applicable (such date, the “ Settlement Date ”). Such settlement shall be made as promptly as practicable following the Settlement Date (but in no event later than the thirtieth day following the Settlement Date), through the issuance to the Grantee (or to the executors or administrators of Grantee’s estate in the event of the Grantee’s death) of a stock certificate (or evidence such Shares have been registered in the name of the Grantee with the relevant stock agent) for a number of Shares equal to the number of such vested RSUs and any Dividend Equivalent Units that may have accrued pursuant to Section 5 hereof; provided, that any cash-based dividend equivalent rights granted pursuant to Section 5 hereof and any fractional Dividend Equivalent Units shall be paid in cash when (and only if) the RSUs to which they relate settle to the Grantee. The Grantee may receive, hold, sell or otherwise dispose of any such Shares issued in settlement of the RSUs hereunder free and clear of any restrictions imposed under the Plan or this Agreement. Notwithstanding the foregoing, the Committee may instead settle the RSUs with a payment of cash to the Grantee (or to the executors or administrators of Grantee’s estate in the event of the Grantee’s death) in an amount equal to the Fair Market Value of the Shares as of the Settlement Date that would otherwise have been issued pursuant to this Section 3. In the event that there are any fractional RSUs that became vested, such fractional RSUs shall be settled through a cash payment equal to such fraction multiplied by the Fair Market Value of one Share on the Settlement Date. No fractional shares of Company Common Stock shall be issued in respect of the RSUs.

4. Withholding Obligations . Except as otherwise provided by the Committee, upon the settlement of any RSUs subject to this Award, the Company shall reduce the number of Shares (and the amount of cash, in the case of cash-based dividend equivalent rights) that would otherwise be issued to the Grantee upon settlement of the Award by a number of Shares having an aggregate Fair Market Value on the date of such issuance (or cash, if applicable) equal to the payment to satisfy the minimum withholding tax obligation (or such other amount established by the Committee in its sole discretion that shall not result in adverse accounting treatment of the Award) of the Company with respect to which the Award is being settled.

5. Dividend Rights . The Grantee shall receive dividend equivalent rights in respect of the RSUs covered by this Award at the time of any payment of dividends to stockholders on Shares. At the Company’s option, the RSUs will be credited with either (a) additional Restricted Share Units (the “ Dividend Equivalent Units ”) (including fractional units) for cash dividends paid on Shares by (i) multiplying the cash dividend paid per Share by the number of RSUs (and previously credited Dividend Equivalent Units), and (ii) dividing the product determined above by the Fair Market Value of a Share, in each case, on the date the dividend record date, or (b) a cash amount equal to the amount





that would be payable to the Grantee as a stockholder in respect of a number of Shares equal to the maximum number of RSUs (and previously credited Dividend Equivalent Units) that could be settled hereby as of the dividend record date; provided, that cash-based dividend equivalents shall be paid unless the Committee affirmatively elects to pay Dividend Equivalent Units. The RSUs will be credited with Dividend Equivalent Units for stock dividends paid on Shares by multiplying the stock dividend paid per Share by the number of RSUs (and previously credited Dividend Equivalent Units) outstanding and unpaid on the dividend record date. Each Dividend Equivalent Unit shall have a value equal to one Share. Each Dividend Equivalent Unit or cash dividend equivalent right will vest and be settled or payable at the same time as the RSU to which the dividend equivalent right relates. For the avoidance of doubt, no dividend equivalent rights shall accrue under this Section 5 in the event that any applicable adjustments pursuant to Section 7 hereof provide similar benefits.

6. No Right to Continued Employment . This Agreement shall not be construed as giving Grantee the right to be retained in the employ of the Company, and the Company may at any time dismiss Grantee from employment, free from any liability or any claim under the Plan.

7. Adjustments . The Committee shall make equitable and proportionate adjustments in the terms and conditions of, and the criteria included in, this Award in recognition of unusual or nonrecurring events (including, without limitation, the events described in Section 4.2 of the Plan) affecting the Company, or the financial statements of the Company, or of changes in applicable laws, regulations, or accounting principles in accordance with the Plan.

8. Restriction on Transfer; No Rights as Stockholder .  The RSUs are not assignable or transferable, in whole or in part, and they may not, directly or indirectly, be offered, transferred, sold, pledged, assigned, alienated, hypothecated or otherwise disposed of or encumbered (including, but not limited to, by gift, operation of law or otherwise), other than by will or by the laws of descent and distribution to the estate of the Grantee upon the Grantee’s death or, with the prior approval of the Company’s General Counsel or the Committee, estate planning transfers.  Any purported transfer in violation of this Section 5 shall be void ab initio . The Grantee shall have no rights as a stockholder of the Company with respect to any Shares covered by the RSUs prior to the issuance of such Shares, except for dividend equivalents provided under Section 5.

9. Amendment to Award . Subject to the restrictions contained in the Plan, the Committee may waive any conditions or rights under, amend any terms of, or alter, suspend, discontinue, cancel or terminate the Award, prospectively or retroactively; provided that any such waiver, amendment, alteration, suspension, discontinuance, cancellation or termination that would materially and adversely affect the rights of the Grantee or any holder or beneficiary of the Award shall not to that extent be effective without the consent of the Grantee, holder or beneficiary affected.

10. Plan Governs . The Grantee hereby acknowledges receipt of a copy of the Plan and agrees to be bound by all the terms and provisions thereof. The terms of this Agreement are governed by the terms of the Plan, and in the case of any inconsistency between the terms of this Agreement and the terms of the Plan, the terms of the Plan shall govern.

11. Recoupment Policy . Notwithstanding any provision of the Plan or this Agreement to the contrary, the Company may require the Grantee to return Shares (or the value of such Shares when originally released to Grantee), cash dividend equivalents paid and any other amount required by law or by applicable Company policy to be returned, in the event that such repayment is required in order to comply with the Company’s clawback or recoupment policy as then in effect or any laws or regulations relating to restatements of the Company’s publicly-reported financial results, whether





or not such clawback or recoupment policy was in effect on the same or different terms on the Grant Date.

12. Authorization to Share Personal Data . Grantee authorizes the Company or any Affiliate of the Company that has or lawfully obtains personal data relating to the Grantee to divulge or transfer such personal data to the Company or to a third party, in each case in any jurisdiction, if and to the extent reasonably appropriate in connection with this Agreement or the administration of the Plan.

13. Severability . If any provision of this Agreement is, or becomes, or is deemed to be invalid, illegal, or unenforceable in any jurisdiction or as to any Person or the Award, or would disqualify the Plan or Award under any laws deemed applicable by the Committee, such provision shall be construed or deemed amended to conform to the applicable laws, or if it cannot be construed or deemed amended without, in the determination of the Committee, materially altering the intent of the Plan or the Award, such provision shall be stricken as to such jurisdiction, Person or Award, and the remainder of the Plan and Award shall remain in full force and effect.

14. Notices . All notices required to be given under this Grant shall be deemed to be received if delivered or mailed as provided for herein, to the parties at the following addresses, or to such other address as either party may provide in writing from time to time.

To the Company:          Envision Healthcare Corporation
1A Burton Hills Boulevard
Nashville, Tennessee 37215
Attn: Chief Human Resources Officer

To the Grantee:
The address then maintained with respect to the Grantee in the Company’s records.

15. Governing Law . The validity, construction and effect of this Agreement shall be determined in accordance with the laws of the State of Delaware without giving effect to conflicts of laws principles.

16. Successors in Interest . This Agreement shall inure to the benefit of and be binding upon any successor to the Company. This Agreement shall inure to the benefit of the Grantee’s legal representatives. All obligations imposed upon the Grantee and all rights granted to the Company under this Agreement shall be binding upon the Grantee’s heirs, executors, administrators and successors.

17. Resolution of Disputes . Any dispute or disagreement which may arise under, or as a result of, or in any way related to, the interpretation, construction or application of this Agreement shall be determined by the Committee. Any determination made hereunder shall be final, binding and conclusive on the Grantee and the Company for all purposes.

18. Section 409A . Notwithstanding anything herein to the contrary, to the maximum extent permitted by applicable law, the settlement of the RSUs to be made to the Grantee pursuant to this Agreement is intended to qualify as a “short-term deferral” pursuant to Section 1.409A-1(b)(4) of the Regulations and this Agreement shall be interpreted consistently therewith. However, in any circumstances where the settlement of the RSUs may not so qualify, the Committee shall administer the grant and settlement of such RSUs in strict compliance with Section 409A of the Code.





Further, notwithstanding anything herein to the contrary, to the extent that this Award constitutes a deferral of compensation for purposes of Section 409A of the Code (i) no RSU payable upon the Grantee’s termination of service shall be settled, unless Grantee’s termination of service constitutes a “separation from service” within the meaning of Section 1.409A-1(h) of the Treasury Regulations and (ii) if at the time of a Grantee’s termination of employment or service with the Company and all “service recipients” (as defined in the applicable provision of the Treasury Regulations), the Grantee is a “specified employee” as defined in Section 409A of the Code, and the deferral of the commencement of any payments or benefits otherwise payable hereunder as a result of such termination of service is necessary in order to prevent the imposition of any accelerated or additional tax under Section 409A of the Code, then the Company will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to the Grantee) to the minimum extent necessary to satisfy Section 409A of the Code until the date that is six months and one day following the Grantee’s termination of employment or service with the Company (or the earliest date as is permitted under Section 409A of the Code), if such payment or benefit is payable upon a termination of employment or service. Each payment pursuant to this Agreement constitutes a “separate payment” for purposes of Section 409A of the Code.

19. Acceptance of Restricted Share Units and Agreement . Grantee has indicated his or her consent and acknowledgement of the terms of this Agreement pursuant to the instructions provided to the Grantee by or on behalf of the Company. The Grantee acknowledges receipt of the Plan, represents to the Company that he or she has read and understood this Agreement and the Plan, and, as an express condition to the grant of the RSUs under this Agreement, agrees to be bound by the terms of both this Agreement and the Plan. Grantee and the Company each agrees and acknowledges that the use of electronic media (including, without limitation, a clickthrough button or checkbox on a website of the Company or a third-party administrator) to indicate the Grantee’s confirmation, consent, signature, agreement and delivery of this Agreement and the RSUs is legally valid and has the same legal force and effect as if the Grantee and the Company signed and executed this Agreement in paper form. The same use of electronic media may be used for any amendment or waiver of this Agreement.

IN WITNESS WHEREOF, the parties have caused this Restricted Share Unit Award Agreement to be duly executed effective as of the day and year first above written.

 
ENVISION HEALTHCARE CORPORATION
 
 
By:
 
 
 
Name:
Christopher A. Holden
Title:
President and Chief Executive Officer
 
 
 
GRANTEE:
 
 
 
 
 
Name





Exhibit 10.3


ENVISION HEALTHCARE CORPORATION
FIRST AMENDMENT TO
ENVISION HEALTHCARE HOLDINGS INC.
2013 OMNIBUS INCENTIVE PLAN
WHEREAS , the board of directors (the “ Board ”) and stockholders of Envision Healthcare Corporation, (the “ Company ”), have adopted the Envision Healthcare Holdings, Inc. 2013 Omnibus Incentive Plan (the “ Plan ”);
WHEREAS , Section 15.2 of the Plan permits the Board to amend the Plan from time to time, subject only to certain limitations specified therein.
NOW, THEREFORE , the following amendments and modifications are hereby made a part of the Plan:
1. The Plan shall be renamed the “Envision Healthcare Corporation 2013 Omnibus Incentive Plan for Legacy Envision Employees”.
2. Section 2.9 of the Plan shall be, and hereby is, amended by replacing the definition of “Cause” therein in its entirety with the following:
Cause shall mean, unless otherwise defined in the applicable Award Agreement, (i) a felony conviction of a participant or the failure of a participant to contest prosecution for a felony, (ii) the engaging by the Participant in willful misconduct that is injurious to the Company or its Subsidiaries or Affiliates, or (iii) the embezzlement or misappropriation of funds or property of the Company or its Subsidiaries or Affiliates by the Participant. For purposes of this paragraph, no act, or failure to act, on the Participant’s part shall be considered “willful” unless done, or omitted to be done, by the Participant not in good faith and without reasonable belief that the Participant’s action or omission was in the best interest of the Company. Any determination of Cause for purposes of the Plan or any Award shall be made by the Administrator in its sole discretion. Any such determination shall be final and binding on a Participant.
3.   Section 2.10 of the Plan shall be, and hereby is, amended by replacing the definition of “Change in Control” therein in its entirety with the following:
Change in Control shall mean, unless otherwise provided in the applicable Award Agreement, the happening of one of the following:
(i)      any person or entity, including a “group” as defined in Section 13(d)(3) of the Exchange Act, other than the Company or a wholly-owned Subsidiary thereof or any employee benefit plan of the Company or any of its Subsidiaries, becomes the beneficial owner of the Company’s securities having 50% or more of the combined voting power of the then outstanding securities of the Company that may be cast for the election of directors of the Company (other than as a result of an issuance of securities initiated by the Company in the ordinary course of business); or
(ii)      as the result of, or in connection with, any cash tender or exchange offer, merger or other business combination, sales of assets or contested election, or any combination of the foregoing transactions, less than a majority of the combined voting power of the then outstanding securities of the Company or any successor corporation or entity entitled to vote generally in the election of the directors of the Company or such other corporation or entity after such transaction are held in the aggregate by the holders of the Company’s securities entitled to vote generally in the election of directors of the Company immediately prior to such transaction; or; or
(iii)      during any period of two consecutive years, individuals who at the beginning of any such period constitute the Board cease for any reason to constitute at least a majority thereof, unless the election, or the nomination for election by the Company’s shareholders, of each director of the





Company first elected during such period was approved by a vote of at least two-thirds of the directors of the Company then still in office who were directors of the Company at the beginning of any such period.
Notwithstanding the foregoing, (i) unless otherwise provided in an applicable Award Agreement, with respect to Awards constituting a “deferral of compensation” subject to Section 409A of the Code, a Change in Control shall mean a “change in the ownership of the corporation,” a “change in the effective control of the corporation,” or a “change in the ownership of a substantial portion of the assets of the corporation” as such terms are defined in Section 1.409A-3(i)(5) of the U.S. Treasury Regulations, and (ii) no Award Agreement shall define a Change in Control in such a manner that a Change in Control would be deemed to occur prior to the actual consummation of the event or transaction that results in a Change in Control of the Company (e.g., upon the announcement, commencement, or stockholder approval of any event or transaction that, if completed, would result in a change in control of the Company).
4.
The following shall be, and hereby is, added as a new Section 3.6 of the Plan:
3.6 Minimum Vesting Period. Except for Substitute Awards, or the death, Disability or Retirement of the Participant, or in the event of a Change in Control, Awards shall have a Vesting Period of not less than one (1) year from the date of grant (inclusive of any performance periods related thereto); provided, that the Committee has the discretion to waive this requirement with respect to an Award at or after grant, so long as the total number of Shares that are issued pursuant to Awards having an originally stated Vesting Period of less than one year from the date of grant (inclusive of any performance periods related thereto) shall not exceed 5% of the Shares authorized for grant under the Plan as originally stated under Section 4.1(a).
5.      Section 4.1(b) of the Plan shall be, and hereby is, amended in its entirety to provide as follows:
(b)      If (i) any Shares subject to an Award are forfeited, an Award expires or an Award is settled for cash (in whole or in part), the Shares subject to such Award shall, to the extent of such forfeiture, expiration or cash settlement, again be available for Awards under the Plan. Notwithstanding anything to the contrary contained herein, after February 24, 2017, the following Shares shall not be added to the Shares authorized for grant under paragraph (a) of this Section: (1) Shares tendered by the Participant or withheld by the Company in payment of the purchase price of an Option, or to satisfy any tax withholding obligation with respect to an Option or Stock Appreciation Right, (2) Shares subject to a Stock Appreciation Right that are not issued in connection with the stock settlement of the Stock Appreciation Right on exercise thereof, (3) Shares reacquired by the Company on the open market or otherwise using cash proceeds from the exercise of Options, and (4) Shares withheld by the Company to satisfy any tax withholding obligation with respect to an Award other than an Option or Stock Appreciation Right.
6.   Section 15.11 of the Plan shall be amended by substituting the following parenthetical for the parenthetical in the first proviso thereof: “(or such other amount as may be necessary or permissible to avoid liability award accounting)”.
7.   In all other respects, the Plan, as amended, is hereby ratified and confirmed and shall remain in full force and effect.






Exhibit 10.4


ENVISION HEALTHCARE CORPORATION
FIRST AMENDMENT TO THE
AMSURG CORP. 2014 EQUITY AND INCENTIVE PLAN
WHEREAS , the board of directors (the “ Board ”) and stockholders of Envision Healthcare Corporation, a Delaware corporation (the “ Company ”), have adopted the AmSurg Corp. 2014 Equity and Incentive Plan (the “ Plan ”);
WHEREAS , Section 14.1 of the Plan permits the Board to amend the Plan from time to time, subject only to certain limitations specified therein.
NOW, THEREFORE , the following amendments and modifications are hereby made a part of the Plan:
1.
The Plan shall be renamed the “Envision Healthcare Corporation 2014 Equity and Incentive Plan”.
2.   The following shall be, and hereby is, added as a new Section 3.6 of the Plan:
3.6 Minimum Vesting Period. Except for Substitute Awards, or the death, Disability or Retirement of the Participant, or in the event of a Change in Control, Awards shall have a vesting period of not less than one (1) year from the date of grant (inclusive of any performance periods related thereto); provided, that the Committee has the discretion to waive this requirement with respect to an Award at or after grant, so long as the total number of Shares that are issued pursuant to Awards having an originally stated Vesting Period of less than one year from the date of grant (inclusive of any performance periods related thereto) shall not exceed 5% of the Shares authorized for grant under the Plan as originally stated under Section 4.1(a).
3. Section 4.1(b) of the Plan shall be, and hereby is, amended by striking the second sentence thereof in its entirety.
4. Section 4.1(b) of the Plan shall be, and hereby is, amended by adding a new clause (4) to such sentence, so that the sentence reads in its entirety:
Notwithstanding anything to the contrary contained herein, the following Shares shall not be added to the Shares authorized for grant under paragraph (a) of this Section: (1) Shares tendered by the Participant or withheld by the Company in payment of the purchase price of an Option, or after March 26, 2014 an option under a Prior Plan, or to satisfy any tax withholding obligation with respect to an Option or Stock Appreciation Right, or after March 26, 2014, an option or stock appreciation right under a Prior Plan, (2) Shares subject to a Stock Appreciation Right that are not issued in connection with the stock settlement of the Stock Appreciation Right on exercise thereof, or after March 26, 2014, a stock appreciation right under a Prior Plan, (3) Shares reacquired by the Company on the open market or otherwise using cash proceeds from the exercise of Options or, after March 26, 2014, options granted under a Prior Plan, and (4) Shares withheld by the Company after February 24, 2017 to satisfy any tax withholding obligation with respect to an Award other than an Option or Stock Appreciation Right, or an award other than an option or stock appreciation right under a Prior Plan.
5. In all other respects, the Plan, as amended, is hereby ratified and confirmed and shall remain in full force and effect.