LifePoint Hospitals, Inc. Change in Control Severance Plan and Summary Plan Description

Exhibit 10.1

LifePoint Hospitals, Inc.

Change in Control Severance Plan and

Summary Plan Description

Effective June 1, 2002
As Amended and Restated May 9, 2006

LifePoint Hospitals, Inc.

table of contents

		Page
Introduction			1
Section 1 In General			1
Section 2 Definitions			1
Section 3 What Benefits Are Provided Under the Plan?			3
Section 4 How Do I Become Eligible to Receive Benefits?			6
Section 5 How Do I Make a Claim for Benefits?			7
Section 6 Can I Lose My Plan Benefits?			8
Section 7 What Are My Rights if My Claim for Benefits Is Denied?			8
Section 8 May I Assign My Rights Under This Plan?			9
Section 9 What Events Can Cause the Plan To Be Changed or Terminated?			9
Section 10 Additional Information			10
Section 11 What Are My Rights Under ERISA?			10
Section 12 Summary of Plan Information			11
Exhibit A Eligible Employees			13

Introduction

This Plan document is effective May 9, 2006, and is a summary of your benefits, rights and obligations under the LifePoint Hospitals, Inc. Change in Control Severance Plan (the “Plan”). This document is intended to comply with both the summary plan description and the written plan requirements of the Employee Retirement Income Security Act of 1974 (“ERISA”) and the regulations issued under ERISA by the United States Department of Labor.

LifePoint Hospitals, Inc. (the “Company”) may generally amend or terminate the Plan at any time prior to a “change in control” (see definitions). For that reason, all statements in this document are subject to change at any time prior to a change in control without notice.

The Plan Administrator has the discretion to interpret the provisions of the Plan and make determinations for the payment of Plan benefits. All such determinations are final, binding and conclusive.

SECTION 1 In General

The Company has established the Plan with the intention of providing benefits to Eligible Employees of the Company and its Affiliates under the conditions described in this document. Plan benefits are intended to provide additional compensation to Eligible Employees whose positions are eliminated or adversely affected following a change in control of the Company. Therefore, the amount of your benefit is calculated without regard to your actual period of unemployment following a change in control, if any.

This document constitutes the entire written Plan. Any oral or other written expressions of the Plan or related to the Plan or its subject matter are completely superseded by this document. Except for a formal written Plan amendment that is properly adopted by the Company, or a written modification authorized under Section 9, any oral or written statements concerning the Plan shall not modify or add to this Plan document.

As is more fully explained in Section 4, severance benefits are not provided under this Plan if your employment termination is not connected with a Change in Control.

SECTION 2 Definitions

Defined terms in the Plan are indicated by initial capitalization of the term. References to a “Section” mean a section of this Plan. Pronouns that refer to one gender include the other gender. “You” or “your” means you, an individual in the employ of the Company.

     2.1 “ Administrator ” or “ Plan Administrator ” means a committee consisting of the Company’s chief executive officer, the secretary of the Company, the senior vice president of human resources, and any other individuals appointed by the chief executive officer. The Administrator may delegate any of its duties or authorities to any person or entity. The Administrator has absolute discretion to make all decisions under the Plan, including making determinations about eligibility for and the amounts of

Benefits payable under the Plan and interpreting all Plan provisions. All decisions of the Administrator are final, binding and conclusive. If a Change in Control occurs, as described in Section 2.5, the members of the Plan Administrator committee shall be the individuals who were committee members immediately prior to the Change in Control.

     2.2 “ Affiliate ” means the Company and all corporations, partnerships, trusts and other entities that are members, with the Company, of a controlled group of corporations or a group of trades or businesses under common control under Sections 414(b) and (c) of the Internal Revenue Code and that have been approved by the Company in a writing that identifies the entity as an “Affiliate” hereunder.

     2.3 “ Annual Pay ” means:

          (a) the rate of normal annual compensation payable to an Eligible Employee, provided that the rate shall not be less than the highest rate in effect during the six month period immediately prior to the time of a Change in Control that gives rise to payment of Benefits to the Eligible Employee hereunder; and

          (b) the target cash bonus amount which an Eligible Employee would be eligible to receive in the year in which the Change in Control occurs, assuming that all performance and conditions were achieved with respect to such bonus, whether or not such conditions are actually achieved.

     2.4 “ Benefit ” means the severance and other benefits described in Section 3.

     2.5 “ Change in Control ” shall have the meaning specified in Section 12 of the LifePoint Hospitals, Inc. 1998 Long-Term Incentive Plan.

     2.6 “ Company ” means LifePoint Hospitals, Inc. and its successors and assigns.

     2.7 “ Eligible Employee ” means an Employee who satisfies the eligibility requirements of Section 4 and is employed in a position identified in Appendix A as Category One or Category Two. An Employee who is subject to a written employment agreement with the Company or its Affiliates that expressly provides the Employee is not eligible for this Plan is not an Eligible Employee

     2.8 “ Employee ” means an employee of the Company or an Affiliate.

     2.9 “ ERISA ” means the Employee Retirement Income Security Act of 1974, as amended.

     2.10 “ Plan ” means the LifePoint Hospitals, Inc. Change in Control Severance Plan.

     2.11 “ Successor Employer ” means a person or entity that acquires all or any part of the Company through purchase of assets, purchase of stock, trade of assets or stock, spin-off, merger or acquisition in a transaction that is a Change in Control, or a person or entity that acquires control of the Company in any similar type of transaction.

SECTION 3 What Benefits Are Provided Under the Plan?

     3.1 Severance Benefits : Only Eligible Employees who satisfy the conditions of Section 4 will be entitled to the severance benefits described in this Section 3.1. Benefits will be determined by reference to the classification of an Eligible Employee at the time of the Change in Control. Classification shall be determined by reference to Appendix A. The amount of Benefits payable shall be calculated as follows:

          (a) A lump sum cash payment determined by the following:

               (1) For each Employee in Category One, 3 times Annual Pay.

               (2) For each Employee in Category Two, 1.5 times Annual Pay.

               (3) For an Employee in Category One or Category Two who is subject to a written employment agreement with the Company or its Affiliates, or is eligible under a severance policy or arrangement of the Company or its Affiliates, that at the time of a Change in Control provides for a cash payment upon severance with the Company or its Affiliates, the amount of the payment shall be the greater of the payment otherwise provided in this Section 3.1(a) or the cash payment specified in such agreement, policy or arrangement.

          (b) Participation in medical, life, disability and similar welfare benefit plans that are offered to similarly situated employees of the Company, provided that the level of benefits shall be substantially equivalent to the benefits provided by the Company immediately prior to the applicable Change in Control for the Eligible Employee and his dependents. Such participation may be pursuant to the continuation coverage rights of Eligible Employees pursuant to Part 6 of Title I of ERISA (“COBRA”) or the Company may provide such benefits directly through the purchase of insurance or otherwise. If benefits are provided pursuant to COBRA continuation rights, the Company shall waive all premiums that would otherwise be due by the Eligible Employee at the time of severance for the period that corresponds to the Eligible Employee’s position noted below:

               (1) For each Employee in Category One, 12 months.

               (2) For each Employee in Category Two, 6 months.

               (3) For each Employee in Category One or Category Two who is subject to a written employment agreement with the Company or its Affiliates, or is eligible under a severance policy or arrangement of the Company or its Affiliates, that at the time of a Change in Control provides for non-cash benefits similar to those specified in this Section 3.1(b), the benefits provided to such Employee shall be the greater of those otherwise provided in this Section 3.1(b) or those specified in such agreement, policy or arrangement.

          (c) Reasonable attorney’s fees and costs incurred in making a claim for Benefits, including all costs of arbitration, mediation, or litigation.

     3.2 Additional Payments For Certain Tax Liabilities . If it is determined that any payment or distribution by or on behalf of the Company to or for the benefit of an Eligible Employee as a result of a change in control (whether paid or payable or distributed or distributable pursuant to the terms of this Plan or otherwise, but determined without regard to any additional payments required under this Section 3.2) (a “Payment”) would be subject to the excise tax imposed by section 4999 of the Code, or any interest or penalties are incurred by an Eligible Employee with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “Excise Tax”), the Eligible Employee shall be entitled to receive an additional payment (a “Gross-Up Payment”) in an amount such that after payment by Eligible Employee of all taxes (including any interest or penalties imposed with respect to such taxes), including, without limitation, any income taxes (and any interest and penalties imposed with respect thereto) and Excise Tax imposed upon the Gross-Up Payment, Eligible Employee retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments, subject to the following:

          (a) Subject to the provisions of Section 3.2(a)(2), all determinations required to be made under this Section, including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by a nationally recognized accounting firm or a law firm selected by the Company (the “Tax Firm”); provided, however, that the Tax Firm shall not determine that no Excise Tax is payable by an Eligible Employee unless it delivers to the Eligible Employee a written opinion (the “Tax Opinion”) that failure to pay the Excise Tax and to report the Excise Tax and the payments potentially subject thereto on or with the Eligible Employee’s applicable federal income tax return will not result in the imposition of an accuracy-related or other penalty on the Eligible Employee. All fees and expenses of the Tax Firm shall be borne solely by the Company. Within 15 business days of the receipt of notice from the Eligible Employee that there has been a Payment, or such earlier time as is requested by the Company, the Tax Firm shall make all determinations required under this Section, shall provide to the Company and the Eligible Employee a written report setting forth such determinations, together with detailed supporting calculations, and, if the Tax Firm determines that no Excise Tax is payable, shall deliver the Tax Opinion to the Eligible Employee. Any Gross-Up Payment, as determined pursuant to this Section, shall be paid by the Company to the Eligible Employee within 15 days of the receipt of the Tax Firm’s determination. Subject to the remainder of this Section, any determination by the Tax Firm shall be binding upon the Company and the Eligible Employee; provided, however, that the Eligible Employee shall only be bound to the extent that the determinations of the Tax Firm hereunder, including the determinations made in the Tax Opinion, are reasonable and reasonably supported by applicable law. As a result of the uncertainty in the application of section 4999 of the Code at the time of the initial determination by the Tax Firm hereunder, it is possible that Gross-Up Payments which will not have been made by the Company should have been made (“Underpayment”), consistent with the calculations required to be made hereunder. In the event that it is ultimately determined in accordance with the procedures set forth in Section 3.2.(a)(2) that an Eligible Employee is required to make