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Exhibit 10.18 EMPLOYMENT AGREEMENT THIS
EMPLOYMENT AGREEMENT, is made and entered into as of June 11,
2007 (the "Agreement"), by and between IASIS Healthcare Management
Company (the "Company"), and Kirk Olsen (the "Executive"). WHEREAS,
the Company desires that the Executive serve as Market President
for the State of Utah, and the Executive desires to hold such
position under the terms and conditions of this Agreement; and
WHEREAS, the parties desire to enter into this Agreement setting
forth the terms and conditions of the employment relationship of
the Executive with the Company. NOW, THEREFORE, intending to be
legally bound hereby, the parties agree as follows: 1.
Employment . The Company hereby employs the Executive and
the Executive hereby accepts employment with the Company, upon the
terms and subject to the conditions set forth herein. 2.
Term . Subject to earlier termination pursuant to
Section 8 below, the term of the Executive’s employment
pursuant to this Agreement shall commence on July 31, 2007
(the "Effective Date"), and continue for a period of twenty eight
months (the "Initial Term"). Thereafter, this Agreement will
continue for successive terms of one year (the "Renewal Terms")
unless either of the parties gives notice to the other party, in
accordance with Paragraph 14, of an intent to terminate the
Agreement at the end of the current term with such notice required
to be provided more than ninety days prior to the end of the
Initial Term or sixty days prior to the conclusion of any
successive Renewal Term. 3. Position . During the
Term, the Executive shall serve as the Company’s Market
President for Utah, performing duties commensurate with the
position of Market President and performing such additional duties
as the Board of Directors of the Company (the "Board") shall
determine. 4. Duties . During the Term, the Executive
shall devote his full time and attention to the business and
affairs of the Company (the "Business"); provided ,
however , that it shall not be a violation of this Agreement
for the Executive to (a) devote reasonable periods of time to
charitable and community activities and industry and professional
activities and/or (b) manage personal business interests and
investments, so long as such activities do not interfere with the
performance of the Executive’s responsibilities under this
Agreement. 5. Salary and Bonus . (a) During the Term of
this Agreement, the Company shall pay Executive an annual base
salary of $425,000 per year (the "Base Salary"). The Base Salary
shall be payable to the Executive in substantially equal
installments in accordance with the Company’s normal payroll
practices.
(b) Executive shall be eligible to participate in the IASIS
Market Executive Incentive Plan (the "Plan"). For the fourth
quarter of fiscal year 2007(ending on September 30, 2007),
Executive will receive payment under the Plan based on the
performance of the Utah market as defined in the Plan, with a
guaranteed minimum payment of $53,125.00. For fiscal years 2008 and
2009 (such fiscal years running from October 1 to
September 30), Executive will receive a minimum bonus of fifty
percent (50%) of his earnings for each such fiscal year. If the
Utah market performance exceeds defined goals as described by the
Market Executive Incentive Plan, Executive will be eligible for
additional compensation in accordance with the Plan, at the
discretion of the Company. Executive must be employed at the
time such bonuses are scheduled for payment, typically January of
each year, to be eligible for receipt of any such bonus described
herein, except as may be otherwise provided below . 6.
Equity Incentive Awards . On the Effective Date, the
Executive shall become eligible to participate in the
Company’s stock option plan. Executive will be recommended to
receive fifty thousand (50,000) shares in the Company, subject to
approval of the Company’s Board of Directors. 7.
Benefits . (a) During the Term, Executive shall be
entitled to up to four (4) weeks of paid vacation per year.
(b) Executive shall be permitted during the Term to
participate in any group life, hospitalization or disability
insurance plans, health programs, fringe benefit programs and
similar benefits that may be available to other executives of the
Company generally, on the same terms as such other executives, in
each case to the extent that Executive is eligible under the terms
of such plans or programs. Participation in such plans or
programs will begin the first day of the month following thirty
(30) days of employment . (c) Executive will be
eligible to participate in the IASIS Healthcare 401(k) Plan as
outlined in the Company’s benefits package. 8.
Termination of Agreement . The Executive’s employment
by the Company pursuant to this Agreement shall not be terminated
prior to the end of the Term except as set forth in this
Section 8. (a) By Mutual Consent . The
Executive’s employment pursuant to this Agreement may be
terminated at any time by the mutual written agreement of the
Company and the Executive.
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(b) Death or Disability . The Executive’s
employment pursuant to this Agreement may be terminated by the
Company or by the Executive (i) in the event that the
Executive suffers a physical or mental disability entitling
Executive to long-term disability benefits under the
Company’s long-term disability plan, if any, or (ii) in
the absence of a Company long-term disability plan, in the event
that the Executive is unable, as determined by the Board of
Directors (or any designated Committee of the Board), to perform
the essential functions of his regular duties and responsibilities,
with a reasonable accommodation if necessary, due to death or a
medically determinable physical or mental illness. In the event the
Executive’s employment is terminated pursuant to this
Section 8(b), the Executive shall be entitled to receive, at
such time when the same would have been paid to the Executive under
standard Company practice, all Base Salary and benefits owed to the
Executive under this Agreement, pro-rated through the Date of
Termination, a pro-rata portion of the Executive’s
then-current target bonus payable under Section 5(b), and any
other unpaid benefits (including disability benefits) to which he
is otherwise entitled under any plan, policy or program of the
Company applicable to the Executive as of the Date of Termination.
(c) For Cause . The Executive’s employment pursuant to
this Agreement may be terminated by written notice to the Executive
("Notice of Termination") upon the occurrence of any of the
following events (each of which shall constitute "Cause" for
termination): (i) the failure by Executive to substantially
perform his duties under this Agreement after having failed to cure
such failure within thirty (30) days of receiving notice of a
determination by the Company of such a failure; (ii) the
willful engaging in misconduct which is materially and
substantially injurious to the Company, monetarily or otherwise;
(iii) the Executive’s conviction of a felony or of a
crime involving dishonesty or moral turpitude, including, without
limitation, any act or crime involving misappropriation or
embezzlement of Company assets or funds; (iv) willful or
material wrongdoing by the Executive, including, but not limited
to, acts of dishonesty or fraud, which could be expected to have a
materially adverse effect monetarily or otherwise on the Company or
its subsidiaries or affiliates, as determined by the Company and
its Board of Directors; (v) material breach by the Executive of his
fiduciary duty to the C
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