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 December 10, 2008

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

table of contents

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

Introduction

     This document is dated December 10, 2008 (the “Effective Date) and is a summary of your benefits, rights and obligations under the LifePoint Hospitals, Inc. Change in Control Severance Plan (the “Plan”) maintained by LifePoint Hospitals, Inc., a Delaware corporation and its successors and assigns (the “Company”). This document is intended to comply with both the summary plan description and the written plan requirements of ERISA (as hereinafter defined) and the regulations issued under ERISA by the United States Department of Labor.

1. Definitions

     1.1 “ Administrator ” or “ Plan Administrator ” means a committee (a) determined at the time the Change in Control and (b) consisting of the Company’s then-sitting chief executive officer, executive vice president and chief legal officer, executive vice president and chief administrative officer (and any other individuals appointed to the committee by the chief executive officer).

     1.2 “ Affiliate ” means the Company and all corporations, limited liability companies, general or limited 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, except for indirect or direct subsidiaries of the Company, that have been approved by the Company in a writing that identifies the entity as an “Affiliate” hereunder. Notwithstanding the foregoing, the term Affiliate specifically means and refers to, without limitation, LifePoint CSLP, LLC, a Delaware limited liability company, LifePoint Corporate Services General Partnership, a general partnership organized under the laws of the State of Delaware, LifePoint CSGP, LLC, a Delaware limited liability Company, and LifePoint RC, Inc., a Delaware corporation, and the successors and assigns of each such entity.

     1.3 “ Annual Pay ” means, with respect to any Eligible Employee, the aggregate of:

          (a) the annual (i.e., not prorated), base compensation payable to an Eligible Employee, provided that such amount shall not be less than the highest rate of annual, base compensation payable to such Eligible Employee (a) at the time of a Change in Control or (b) during all or any portion of the six month period immediately prior to a Change in Control that gives rise to payment of Benefits to the Eligible Employee hereunder, whichever amount is greater; and

          (b) the entire (i.e., not prorated) target cash bonus amount most recently established prior to the Change in Control that gives rise to payment of Benefits to the Eligible Employee hereunder and which an Eligible Employee would be eligible to receive in the year in which the Change in Control occurs, assuming that any and all conditions to the payment of such target cash bonus were satisfied, whether or not such conditions were actually satisfied.

     1.4 “ Benefit ” means the payments, benefits and other rights created in favor of Eligible Employees under this Plan.

     1.5 “ Category One ” means and refers to a group of Employees identified on Exhibit A hereto by reference to their job titles or to their pay grades within the Company’s internal corporate salary structure.

     1.6 “ Category Two ” means and refers to a group of Employees identified on Exhibit A hereto by reference to their job titles or to their pay grades within the Company’s internal corporate salary structure.

     1.7 “ Change in Control ” shall have the meaning specified in Section 12 of the LifePoint Hospitals, Inc. 1998 Long-Term Incentive Plan, as the same is in effect on the Effective Date.

     1.8 “ Eligible Employee ” means an Employee who satisfies the eligibility requirements set forth in Section 4 of this document and who is employed immediately prior to a Change in Control in a position within Category One or Category Two. However, the term Eligible Employee shall not mean or refer to an Employee who is subject to a written employment agreement (manually signed by such Employee) with the Company or any of its Affiliates which written employment agreement expressly provides that such Employee is not eligible to participate in this Plan.

     1.9 “ Employee ” means a person who works for the Company or an Affiliate for pay or financial compensation.

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

     1.11 “ 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 or any person or entity that, immediately after a Change in Control, owns or controls all or any portion of the business conducted or assets owned by the Company (by or through its Affiliates or subsidiaries) immediately prior to such Change in Control or that owns or controls any of the ownership interests (or shares) of the Company issued and outstanding immediately prior to the Change in Control (or any ownership interests or shares issued by any person or entity in exchange for or in replacement of any of the ownership interests (or shares) of the Company issued and outstanding immediately prior to the Change in Control).

2. General; Authority of Administrator

     2.1 The Plan has been established to provide benefits to Eligible Employees, on the terms of and pursuant to this document. The benefit received by any Eligible Employee under the Plan is calculated without regard to the actual period of unemployment of any such Eligible Employee following a Change in Control, if any.

     2.2 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. This Plan may not be amended, revised or altered in any way, in whole or in part, except by a formal, written Plan amendment that is properly authorized, executed and delivered by the Company, or pursuant to a written modification authorized under Section 9 of this Plan.

     2.3 The Administrator may delegate any of its duties or authorities to any person or entity. Subject to Section 7 hereof, the Administrator has the authority to make all decisions under the Plan, including making determinations about eligibility, and the amounts of Benefits payable, under the Plan and interpreting all Plan provisions.

3. What Benefits Are Provided Under the Plan

     3.1 Severance Benefits : Eligible Employees who satisfy the conditions of Section 4 shall be entitled to the severance benefits described in this Section 3.1. Each such Eligible Employee shall be entitled to:

          (a) Be paid a lump sum cash payment equal in amount to the following:

               (1) For each Employee in Category One, 300% of his or her Annual Pay.

               (2) For each Employee in Category Two, 150% of his or her Annual Pay.

               (3) With respect to any Eligible Employee who is subject to a written employment agreement (manually signed by such Employee) with the Company or any Affiliate other than this Plan (the “Other Plan”), if the Other Plan provides (immediately prior to a Change in Control) that, following a Change in Control, a cash payment shall be made to such Eligible Employee, then the amount of the payment shall be the greater of the payment provided for in this Section 3.1(a) or the cash payment specified in the Other Plan. The timing of such payment shall be the earlier of the date for such payment stated in the Other Plan or the date upon which such Eligible Employee would be entitled to receive a payment under Section 3.1(a)(1) or 3.1(a)(2) if he or she were not covered by the Other Plan.

          (b) Continue to participate — on an individual or family basis, as applicable, and at no greater cost (whether in premiums, out-of-pocket payments, deductibles, or otherwise) — in the medical, life, disability and similar welfare benefit plans that were offered to similarly situated employees of the Company immediately prior to the Change in Control (or in other plans that provide, on a plan by plan basis, equivalent or better terms and coverage) 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, six months.

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, an Affiliate or a Successor Employer may provide such benefits directly through the purchase of insurance or otherwise. If benefits are provided pursuant to COBRA continuation rights, the Company, an Affiliate or a Successor Employer, as the case may be, shall waive all premiums that would otherwise be due from the Eligible Employee at the time of severance. Notwithstanding this Section 3.1(b), with respect to any Eligible Employee who is covered by the Other Plan, the medical, life, disability and similar welfare benefits provided to such Eligible Employee — on an individual or family basis, as applicable — shall be the greater of those otherwise provided in this Section 3.1(b) or those specified in the Other Plan.

          (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 (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(b), 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”) as of the date immediately prior to the Change in Control, 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. In the event that the Tax Firm is serving as accountant or auditor for the Company, an Affiliate or a Successor Employer, an Eligible Employee may appoint another nationally recognized public accounting firm to make the determinations required hereunder (which accounting firm shall then be referred to as the Tax Firm hereunder). 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(b) that an Eligible Employee is required to make a payment of any Excise Tax, the Tax Firm shall reasonably determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of the Eligible Employee. In determining the reasonableness of Tax Firm’s determinations hereunder, and the effect thereof, the Eligible Employee shall be provided a reasonable opportunity to review such determinations with Tax Firm and the Eligible Employee’s tax counsel. Tax Firm’s determinations hereunder, and the Tax Opinion, shall not be deemed reasonable until the Eligible Employee’s reasonable objections and comments thereto have been satisfactorily accommodated by Tax Firm.

          (b) The Eligible Employee shall notify the Company in writing of any claims by the Internal Revenue Service that, if successful, would require the payment by the Company of the Gross-Up Payment. Such notification shall be given as soon as practicable but no later than 30 calendar days after the Eligible Employee actually receives notice in writing of such claim and shall apprise the Company of the nature of such claim and the date on which such claim is requested to be paid; provided, however, that the failure of the Eligible Employee to notify the Company of such claim (or to provide any required information with respect thereto) shall not affect any rights granted to an Eligible Employee under this Section except to the extent that the Company is materially prejudiced in the defense of such claim as a direct result of such failure. The Eligible Employee shall not pay such claim prior to the expiration of the 30-day period following the date on which he gives such notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Company notifies the Eligible Employee in writing prior to the expiration of such period that it desires to contest such claim, the Eligible Employee shall: