8-K

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) – May 24, 2005

TRIAD HOSPITALS, INC.

(Exact Name of Registrant as Specified in Charter)

DELAWARE	000-29816	75-2816101
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

5800 Tennyson Parkway Plano, Texas	75024
(Address of Principal Executive Offices)	(Zip Code)

(214) 473-7000

(Registrant’s telephone number, including area code)

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:

¨ 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 1.01. Entry into a Material Definitive Agreement.

Long-Term Incentive Plan

At the Company’s 2005 annual meeting of stockholders held on May 24, 2005, the Company’s stockholders approved the Triad Hospitals, Inc. Amended and Restated Long-Term Incentive Plan (the “LTIP”). The LTIP was amended and restated to increase the number of shares available for issuance by 1,500,000 shares, to extend its term to February 2, 2015, and to make certain administrative amendments. A copy of the LTIP is filed as Exhibit 10.1 to this Form 8-K and is incorporated herein by reference.

Management Stock Purchase Plan

At the Company’s 2005 annual meeting of stockholders held on May 24, 2005, the Company’s stockholders approved the Triad Hospitals, Inc. Amended and Restated Management Stock Purchase Plan (the “MSPP”). The MSPP was amended and restated to increase the number of shares available for issuance by 260,000 shares, to extend its term to May 24, 2015, and to make certain amendments to comply with newly enacted tax code provisions. A copy of the MSPP is filed as Exhibit 10.2 to this Form 8-K and is incorporated herein by reference.

Chief Executive Officer Compensation

On May 24, 2005, the Compensation Committee of the Board of Directors of the Company (the “Compensation Committee”) approved an increase in the annual base salary level of the Company’s chief executive officer, James D. Shelton, effective February 27, 2005, to $1,522,500. In addition, on May 24, 2005, the Compensation Committee granted to Mr. Shelton a restricted stock award under the LTIP covering 100,000 shares. One-third of the grant will vest as of May 24, 2007, one-third of the grant will vest as of May 24, 2008 and one-third of the grant will vest as of May 24, 2009. The grant vests immediately upon death, disability or a change in control of the Company. The form of Restricted Stock Award Agreement entered into pursuant to the LTIP is filed as Exhibit 10.3 to this Form 8-K and is incorporated herein by reference.

Board of Directors Compensation

On May 24, 2005, the Board of Directors of the Company approved an increase in the annual retainer for each outside director who is neither an officer nor an employee of the Company (an “Outside Director”) to $55,000 and an increase in the committee meeting fee for Outside Directors to $1,500 per meeting (payable for attendance at every committee meeting). The Board of Directors also approved a $5,000 fee payable annually to each Outside Director serving as a committee chairperson. The Board of Directors did not increase the Board of Directors meeting fee of $2,500 per meeting for Outside Directors. In addition, on May 24, 2005, the Board of Directors granted to each Outside Director a restricted stock award under the LTIP covering 2,000 shares. Each grant will vest as of May 24, 2006 or, if earlier, upon death, disability or a change in control of the Company. The form of Restricted Stock Award Agreement for Directors entered into pursuant to the LTIP is filed as Exhibit 10.4 to this Form 8-K and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(c) Exhibits.

10.1	Triad Hospitals, Inc. Amended and Restated Long-Term Incentive Plan, incorporated by reference from Exhibit A to Triad Hospitals, Inc.’s definitive Proxy Statement on Schedule 14A filed on April 22, 2005 in connection with its 2005 annual meeting held on May 24, 2005.
10.2	Triad Hospitals, Inc. Amended and Restated Management Stock Purchase Plan, incorporated by reference from Exhibit B to Triad Hospitals, Inc.’s definitive Proxy Statement on Schedule 14A filed on April 22, 2005 in connection with its 2005 annual meeting held on May 24, 2005.
10.3	Form of Triad Hospitals, Inc. Restricted Stock Award Agreement.
10.4	Form of Triad Hospitals, Inc. Restricted Stock Award Agreement for Directors.

SIGNATURE

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

TRIAD HOSPITALS, INC.
By:	/s/ Donald P. Fay
	Donald P. Fay
	Executive Vice President, Secretary
	and General Counsel

Date: May 31, 2005

EXHIBIT INDEX

Exhibit No.	Description
10.1	Triad Hospitals, Inc. Amended and Restated Long-Term Incentive Plan, incorporated by reference from Exhibit A to Triad Hospitals, Inc.’s definitive Proxy Statement on Schedule 14A filed on April 22, 2005 in connection with its 2005 annual meeting held on May 24, 2005.
10.2	Triad Hospitals, Inc. Amended and Restated Management Stock Purchase Plan, incorporated by reference from Exhibit B to Triad Hospitals, Inc.’s definitive Proxy Statement on Schedule 14A filed on April 22, 2005 in connection with its 2005 annual meeting held on May 24, 2005.
10.3	Form of Triad Hospitals, Inc. Restricted Stock Award Agreement.
10.4	Form of Triad Hospitals, Inc. Restricted Stock Award Agreement for Directors.

EX-10.3

Exhibit 10.3

RESTRICTED STOCK AWARD AGREEMENT

Triad Hospitals, Inc.

Amended and Restated Long-Term Incentive Plan

This RESTRICTED STOCK AWARD AGREEMENT (this “Agreement”) made as of this      day of             , 20    , between Triad Hospitals, Inc., a Delaware corporation (the “Company”), and                              (the “Participant”), is made pursuant to the terms of the Triad Hospitals, Inc. Amended and Restated Long-Term Incentive Plan (the “Plan”). Capitalized terms used herein but not defined shall have the meanings set forth in the Plan.

Section 1. Restricted Stock Award. The Company grants to the Participant, on the terms and conditions hereinafter set forth, a restricted stock award with respect to [•] shares (the “Restricted Shares”) of the common stock of the Company, par value $.01 per share (the “Common Stock”), effective as of the date hereof (the “Date of Grant”).

Section 2. Vesting of Award.

(a) Vesting Schedule. The Restricted Shares shall become vested and nonforfeitable based on the continued employment of the Participant with the Company or a Subsidiary in accordance with the following vesting schedule:

VESTING DATE NUMBER OF SHARES

(b) Acceleration Events. Notwithstanding the foregoing, upon the occurrence of a Change in Control of the Company while the Participant is employed by the Company, or if the Participant’s employment is terminated as a result of death or Disability, the transfer restrictions and forfeiture conditions imposed hereunder on any Restricted Shares shall immediately lapse and all such unvested shares shall become fully vested.

Section 3. Termination of Employment. Except as provided in Section 2(b) hereof, if the Participant’s employment with the Company or any Subsidiary is terminated prior to the occurrence of any otherwise applicable vesting date provided in Section 2 hereof, the Participant shall (i) forfeit the Participant’s interest in the Restricted Shares that have not yet become vested, (ii) assign, transfer, and deliver any certificates evidencing ownership of such shares to the Company, and (iii) cease for all purposes to be a stockholder with respect to such shares.

Section 4. Rights as a Stockholder. Subject to the otherwise applicable provisions of this Agreement, the Participant will have all rights of a stockholder with respect to the Restricted Shares granted to the Participant hereunder, including the right to vote the shares and receive all dividends and other distributions paid or made with respect thereto.

Section 5. Restrictions on Transfer. Neither this Agreement nor any Restricted Shares covered hereby may be sold, assigned, transferred, encumbered, hypothecated or pledged by the Participant, otherwise than to the Company, unless as of the date of any such sale, assignment, transfer, encumbrance, hypothecation or pledge, such Restricted Shares to be thus disposed of have become vested in accordance with Section 2 hereof. The certificate or certificates representing shares delivered pursuant to this Agreement shall bear a legend referring to the nontransferability or assignability of such shares pursuant to this Section, and a stop-transfer order against such certificate or certificates will be placed by the Company with its transfer agents and registrars. At the discretion of the Committee, in lieu of issuing a stock certificate to the Participant, the Company may hold the Restricted Shares in escrow during the period such shares remain subject to the vesting restrictions and other restrictions provided hereunder.

Section 6. Investment Representation. Upon acquisition of the Restricted Shares at a time when there is not in effect a registration statement under the Securities Act of 1933 relating to the Common Stock, the Participant hereby represents and warrants, and by virtue of such acquisition shall be deemed to represent and warrant, to the Company that the Restricted Shares shall be acquired for investment and not with a view to the distribution thereof, and not with any present intention of distributing the same, and the Participant shall provide the Company with such further representations and warranties as the Company may require in order to ensure compliance with applicable federal and state securities, blue sky and other laws. No Restricted Shares shall be acquired unless and until the Company and/or the Participant shall have complied with all applicable federal or state registration, listing and/or qualification requirements and all other requirements of law or of any regulatory agencies having jurisdiction, unless the Committee has received evidence satisfactory to it that the Participant may acquire such shares pursuant to an exemption from registration under the applicable securities laws. Any determination in this connection by the Committee shall be final, binding and conclusive. The Company reserves the right to legend any certificate for shares of Common Stock, conditioning sales of such shares upon compliance with applicable federal and state securities laws and regulations.

Section 7. Adjustments. The Restricted Shares hereunder shall be subject to the provisions of Section 4.2 of the Plan relating to adjustments for recapitalizations, reclassifications and other changes in the Company’s corporate structure.

Section 8. No Right of Continued Employment. Nothing in this Agreement shall confer upon the Participant any right to continue as an employee of the Company or any Subsidiary or to interfere in any way with any right of the Company to terminate the Participant’s employment at any time.

Section 9. Section 83(b) Election; Withholding. The Participant may make an election under Section 83(b) of the Code with respect to the Restricted Shares by filing a copy of such election with the Company within 30 days following the Date of Grant. If the Participant makes such an election, the grant of Restricted Shares shall be conditioned upon the prompt payment by the Participant to the Company of an amount equal to the applicable federal, state and local income taxes and other amounts required by law to be withheld (the “Withholding Taxes”) in

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connection with such election. If the Participant does not make an election under Section 83(b) of the Code with respect to the grant of Restricted Shares, the Participant shall pay to the Company the Withholding Taxes upon the lapse of the vesting restrictions, and the lapse of the restrictions shall be conditioned upon the prior payment of the applicable Withholding Taxes by the Participant. Subject to the limitations of applicable law, the Participant hereby consents to the collection of the Withholding Taxes by the Company from the Participant’s regular paychecks to the extent necessary to satisfy the obligations of the Participant hereunder.

Section 10. 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 Secretary 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.

Section 11. Construction. This Agreement and the Restricted Shares hereunder are granted by the Company pursuant to the Plan and are in all respects subject to the terms and conditions of the Plan. The Participant hereby acknowledges that a copy of the Plan has been delivered to the Participant and accepts the Restricted Shares hereunder subject to all terms and provisions of the Plan, which is incorporated herein by reference. In the event of a conflict or ambiguity between any term or provision contained herein and a term or provision of the Plan, the Plan will govern and prevail. The construction of and decisions under the Plan and this Agreement are vested in the Committee, whose determinations shall be final, conclusive and binding upon the Participant.

Section 12. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, excluding the choice of law rules thereof.

Section 13. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed to be an original but all of which together shall constitute one and the same instrument.

Section 14. Binding Effect. This Agreement shall be binding upon and inure to the benefit of the legatees, distributees, and personal representatives of the Participant and the successors of the Company.

Section 15. Entire Agreement. This Agreement and the Plan constitute the entire agreement between the parties with respect to the subject matter hereof and thereof, merging any and all prior agreements.

[SIGNATURES ON FOLLOWING PAGE]

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the Date of Grant.

TRIAD HOSPITALS, INC.

By:

Name:

Title:

PARTICIPANT

By:

Name:

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EX-10.4

Exhibit 10.4

RESTRICTED STOCK AWARD AGREEMENT FOR DIRECTORS

Triad Hospitals, Inc.

Amended and Restated Long-Term Incentive Plan

This RESTRICTED STOCK AWARD AGREEMENT (this “Agreement”) made as of this      day of             , 20    , between Triad Hospitals, Inc., a Delaware corporation (the “Company”), and                              (the “Participant”), is made pursuant to the terms of the Triad Hospitals, Inc. Amended and Restated Long-Term Incentive Plan (the “Plan”). Capitalized terms used herein but not defined shall have the meanings set forth in the Plan.

Section 1. Restricted Stock Award. The Company grants to the Participant, on the terms and conditions hereinafter set forth, a restricted stock award with respect to [•] shares (the “Restricted Shares”) of the common stock of the Company, par value $.01 per share (the “Common Stock”), effective as of the date hereof (the “Date of Grant”).

Section 2. Vesting of Award.

(a) Vesting Schedule. The Restricted Shares shall become fully vested and nonforfeitable based on the continued Service of the Participant as a member of the Board on the first anniversary of the Date of Grant.

(b) Acceleration Events. Notwithstanding the foregoing, upon the occurrence of a Change in Control of the Company while the Participant remains in continued Service, or if the Participant’s continued Service is terminated as a result of death or Disability, the transfer restrictions and forfeiture conditions imposed hereunder on any Restricted Shares shall immediately lapse and all such unvested shares shall become fully vested.

Section 3. Termination of Service. Except as provided in Section 2(b) hereof, if the Participant’s continued Service is terminated prior to the occurrence of any otherwise applicable vesting date provided in Section 2 hereof, the Participant shall (i) forfeit the Participant’s interest in the Restricted Shares that have not yet become vested, (ii) assign, transfer, and deliver any certificates evidencing ownership of such shares to the Company, and (iii) cease for all purposes to be a stockholder with respect to such shares.

Section 4. Rights as a Stockholder. Subject to the otherwise applicable provisions of this Agreement, the Participant will have all rights of a stockholder with respect to the Restricted Shares granted to the Participant hereunder, including the right to vote the shares and receive all dividends and other distributions paid or made with respect thereto.

Section 5. Restrictions on Transfer. Neither this Agreement nor any Restricted Shares covered hereby may be sold, assigned, transferred, encumbered, hypothecated or pledged by the Participant, otherwise than to the Company, unless as of the date of any such sale, assignment, transfer, encumbrance, hypothecation or pledge, such Restricted Shares to be thus disposed of have become vested in accordance with Section 2 hereof. The certificate or certificates representing

shares delivered pursuant to this Agreement shall bear a legend referring to the nontransferability or assignability of such shares pursuant to this Section, and a stop-transfer order against such certificate or certificates will be placed by the Company with its transfer agents and registrars. At the discretion of the Board, in lieu of issuing a stock certificate to the Participant, the Company may hold the Restricted Shares in escrow during the period such shares remain subject to the vesting restrictions and other restrictions provided hereunder.

Section 6. Investment Representation. Upon acquisition of the Restricted Shares at a time when there is not in effect a registration statement under the Securities Act of 1933 relating to the Common Stock, the Participant hereby represents and warrants, and by virtue of such acquisition shall be deemed to represent and warrant, to the Company that the Restricted Shares shall be acquired for investment and not with a view to the distribution thereof, and not with any present intention of distributing the same, and the Participant shall provide the Company with such further representations and warranties as the Company may require in order to ensure compliance with applicable federal and state securities, blue sky and other laws. No Restricted Shares shall be acquired unless and until the Company and/or the Participant shall have complied with all applicable federal or state registration, listing and/or qualification requirements and all other requirements of law or of any regulatory agencies having jurisdiction, unless the Board has received evidence satisfactory to it that the Participant may acquire such shares pursuant to an exemption from registration under the applicable securities laws. Any determination in this connection by the Board shall be final, binding and conclusive. The Company reserves the right to legend any certificate for shares of Common Stock, conditioning sales of such shares upon compliance with applicable federal and state securities laws and regulations.

Section 7. Adjustments. The Restricted Shares hereunder shall be subject to the provisions of Section 4.2 of the Plan relating to adjustments for recapitalizations, reclassifications and other changes in the Company’s corporate structure.

Section 8. Section 83(b) Election. The Participant may make an election under Section 83(b) of the Code with respect to the Restricted Shares by filing a copy of such election with the Company within 30 days following the Date of Grant.

Section 9. 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 Secretary 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.

Section 10. Construction. This Agreement and the Restricted Shares hereunder are granted by the Company pursuant to the Plan and are in all respects subject to the terms and conditions of the Plan. The Participant hereby acknowledges that a copy of the Plan has been delivered to the Participant and accepts the Restricted Shares hereunder subject to all terms and provisions of the Plan, which is incorporated herein by reference. In the event of a conflict or ambiguity between any term or provision contained herein and a term or provision of the Plan, the Plan will govern and prevail. The construction of and decisions under the Plan and this Agreement are vested in the Board, whose determinations shall be final, conclusive and binding upon the Participant.

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Section 11. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, excluding the choice of law rules thereof.

Section 12. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed to be an original but all of which together shall constitute one and the same instrument.

Section 13. Binding Effect. This Agreement shall be binding upon and inure to the benefit of the legatees, distributees, and personal representatives of the Participant and the successors of the Company.

Section 14. Entire Agreement. This Agreement and the Plan constitute the entire agreement between the parties with respect to the subject matter hereof and thereof, merging any and all prior agreements.

[SIGNATURES ON FOLLOWING PAGE]

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the Date of Grant.

TRIAD HOSPITALS, INC.

By:

Name:

Title:

PARTICIPANT

By:

Name:

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