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Exhibit 10.24
INDEMNIFICATION AGREEMENT
This Indemnification Agreement is made effective as of the 1st day
of
July 2004, between Ardent Health Services
LLC, a Delaware limited liability
company (the "Company"), and Kevin Gross
(the "Indemnitee").
W I T N E S S E T H:
WHEREAS, it is essential to the Company and its stockholders to
attract
and retain qualified and capable directors,
officers, employees, agents and
fiduciaries; and
WHEREAS, it is the policy of the Company to indemnify its directors
and
officers so as to provide them with the
maximum possible protection permitted by
law; and
WHEREAS, in
recognition of Indemnitee's need for protection against
personal liability in order to induce
Indemnitee to serve or continue to serve
the Company in an effective manner, and, in
the case of directors and officers,
to supplement the Company's directors' and
officers' liability insurance
coverage, the Company wishes to provide the
Indemnitee with the benefits
contemplated by this Agreement; and
WHEREAS, as a result of the provision of such benefits Indemnitee
has
agreed to serve or to continue to serve the
Company;
NOW, THEREFORE, the parties hereto do hereby agree as follows:
1. Definitions. The following terms, as used herein, shall have
the
following respective meanings:
(a) An Affiliate: of a specified Person is a Person who
directly, or indirectly through one or more
intermediaries, controls or is
controlled by, or is under common control
with, the Person specified. The term
Associate used to indicate a relationship
with any Person shall mean (i) any
corporation or organization (other than the
Company or a Subsidiary) of which
such Person is an officer or partner or is,
directly, or indirectly, the
Beneficial Owner of ten (10) percent or
more of any class of Equity Securities,
(ii) any trust or other estate in which
such Person has a substantial beneficial
interest or as to which such Person serves
as trustee or in a similar fiduciary
capacity (other than an Employee Plan
Trustee), (iii) any Relative of such
Person, or (iv) any officer or director of
any corporation controlling or
controlled by such Person.
(b) Beneficial Ownership: shall be determined, and a Person
shall be the Beneficial Owner of all
securities which such Person is deemed to
own beneficially, pursuant to Rule 13d-3 of
the General Rules and Regulations
under the Securities Exchange Act of 1934,
as amended (or any successor rule or
statutory provision), or, if
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said Rule 13d-3 shall be rescinded and
there shall be no successor rule or
statutory provision thereto, pursuant to
said Rule 13d-3 as in effect on the
date hereof; provided, however, that a
Person shall, in any event, also be
deemed to be the Beneficial Owner of any
Voting Shares: (A) of which such Person
or any of its Affiliates or Associates is,
directly or indirectly, the
Beneficial Owner, or (B) of which such
Person or any of its Affiliates or
Associates has (i) the right to acquire
(whether such right is exercisable
immediately or only after the passage of
time), pursuant to any agreement,
arrangement or understanding or upon the
exercise of conversion rights, exchange
rights, warrants, or options, or otherwise,
or (ii) sole or shared voting or
investment power with respect thereto
pursuant to any agreement, arrangement,
understanding, relationship or otherwise
(but shall not be deemed to be the
Beneficial Owner of any Voting Shares
solely by reason of a revocable proxy
granted for a particular meeting of
stockholders, pursuant to a public
solicitation of proxies for such meeting,
with respect to shares of which
neither such Person nor any such Affiliate
or Associate is otherwise deemed the
Beneficial Owner), or (C) of which any
other Person is, directly or indirectly,
the Beneficial Owner if such first
mentioned Person or any of its Affiliates or
Associates acts with such other Person as a
partnership, syndicate or other
group pursuant to any agreement,
arrangement or understanding for the purpose of
acquiring, holding, voting or disposing of
any shares of capital stock of the
Company; and provided further, however,
that (i) no director or officer of the
Company, nor any Associate or Affiliate of
any such director or officer, shall,
solely by reason of any or all of such
directors and officers acting in their
capacities as such, be deemed for any
purposes hereof, to be the Beneficial
Owner of any Voting Shares of which any
other such director or officer (or any
Associate or Affiliate thereof) is the
Beneficial Owner and (ii) no trustee of
an employee stock ownership or similar plan
of the Company or any Subsidiary
("Employee Plan Trustee") or any Associate
or Affiliate of any such Trustee,
shall, solely by reason of being an
Employee Plan Trustee or Associate or
Affiliate of an Employee Plan Trustee, be
deemed for any purposes hereof to be
the Beneficial Owner of any Voting Shares
held by or under any such plan.
(c) A Change in Control: shall be deemed to have occurred if
(A) any Person (other than (i) the Company
or any Subsidiary, (ii) any pension,
profit sharing, employee stock ownership or
other employee benefit plan of the
Company or any Subsidiary or any trustee of
or fiduciary with respect to any
such plan when acting in such capacity, or
(iii) any Person who is as of the
date and time of this Agreement the
Beneficial Owner of 20% or more of the total
voting power of the Voting Shares) is or
becomes, after the date of this
Agreement, the Beneficial Owner of 20% or
more of the total voting power of the
Voting Shares, (B) during any period of two
consecutive years, individuals who
at the beginning of such period constitute
the Board of Directors of the Company
and any new director whose election or
appointment by the Board of Directors or
nomination or recommendation for election
by the Company's stockholders was
approved by a vote of at least two-thirds
(2/3) of the directors then still in
office who either were directors at the
beginning of the period or whose
election or nomination for election was
previously so approved, cease for any
reason to constitute a majority thereof, or
(C) the stockholders of the Company
approve a merger or consolidation of the
Company with any other corporation,
other than a
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merger or consolidation which would result
in the Voting Shares of the Company
outstanding immediately prior thereto
continuing to represent (either by
remaining outstanding or by being converted
into Voting Shares of the surviving
entity) at least 80% of the total voting
power represented by the Voting Shares
of the Company or such surviving entity
outstanding, or the stockholders of the
Company approve a plan of complete
liquidation of the Company or an agreement
for the sale or disposition by the Company
of all or substantially all of the
Company's assets.
(d) Claim: means
any threatened, pending or completed action,
suit, arbitration or proceeding, or any
inquiry or investigation, whether
brought by or in the right of the Company
or otherwise, that Indemnitee in good
faith believes might lead to the
institution of any such action, suit,
arbitration or proceeding, whether civil,
criminal, administrative,
investigative or other, or any appeal
therefrom.
(e) Equity Security: shall have the meaning given to such term
under Rule 3a11-1 of the General Rules and
Regulations under the Securities
Exchange Act of 1934, as in effect on the
date hereof.
(f) D&O Insurance: means any valid directors' and officers'
liability insurance policy maintained by
the Company for the benefit of the
Indemnitee, if any.
(g) Determination: means a determination, and "Determined"
means a matter which has been determined
based on the facts known at the time,
by: (i) a majority vote of disinterested
directors, even though less than an
quorum, or (ii) by a committee of such
directors designated by majority vote of
such directors, even though less than a
quorum, or (iii) if there are no such
disinterested directors or if such
disinterested directors so direct, by
independent legal counsel in a written
opinion, or, in the event there has been
a Change in Control, by (A) Special
Independent Counsel (in a written opinion)
selected by Indemnitee as set forth in
Section 6, or (B) the Board of Directors
of the Company or of the ultimate parent
entity of the Company as set forth in
Section 6, or (iii) a majority of the
disinterested stockholders of the Company,
or (iv) a final adjudication by a court of
competent jurisdiction.
(h) Excluded Claim: means any payment for Losses or Expenses
in connection with any Claim: (i) based
upon or attributable to Indemnitee
gaining in fact any personal profit or
advantage to which Indemnitee is not
entitled; or (ii) for the return by
Indemnitee of any remuneration paid to
Indemnitee without the previous approval of
the stockholders of the Company
which is illegal; or (iii) for an
accounting of profits in fact made from the
purchase or sale by Indemnitee of
securities of the Company within the meaning
of Section 16 of the Securities Exchange
Act of 1934, as amended, or similar
provisions of any state law; or (iv)
resulting from Indemnitee's knowingly
fraudulent, dishonest or willful
misconduct; or (v) the payment of which by the
Company under this Agreement is not
permitted by applicable law.
(i) Expenses: means any reasonable expenses incurred by
Indemnitee as a result of a Claim or Claims
made against Indemnitee for
Indemnifiable Events including, without
limitation, attorneys' fees and all
other costs, expenses and
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obligations paid or incurred in connection
with investigating, defending, being
a witness in or participating in (including
on appeal), or preparing to defend,
be a witness in or participate in any Claim
relating to any Indemnifiable Event.
(j) Fines: means any fine, penalty or, with respect to an
employee benefit plan, any excise tax or
penalty assessed with respect thereto.
(k) Indemnifiable Event: means any event or occurrence,
occurring prior to or after the date of
this Agreement, related to the fact that
Indemnitee is or was a director, officer,
employee, trustee, agent or fiduciary
of the Company or any of its Affiliates, or
is or was serving at the request of
the Company as a director, officer,
employee, trustee, agent or fiduciary of
another corporation, partnership, joint
venture, employee benefit plan, trust or
other enterprise, or by reason of anything
done or not done by Indemnitee,
including, but not limited to, any breach
of duty, neglect, error, misstatement,
misleading statement, omission, or other
act done or wrongfully attempted by
Indemnitee, or any of the foregoing alleged
by any claimant, in any such
capacity.
(l) Losses: means any amounts or sums which Indemnitee is
legally obligated to pay as a result of a
Claim or Claims made against
Indemnitee for Indemnifiable Events
including, without limitation, damages,
judgments and sums or amounts paid in
settlement of a Claim or Claims, and
Fines.
(m) Person: means any individual, partnership, corporation,
business trust, joint stock company, trust,
unincorporated association, joint
venture, governmental authority or other
entity of whatever nature.
(n) Relative: means a Person's spouse, parents, children,
siblings, mothers- and father-in-law, sons-
and daughters-in-law, and brothers-
and sisters-in-law.
(o) Reviewing Party: means any appropriate person or body
consisting of a member or members of the
Company's Board of Directors or any
other person or body appointed by the Board
(including the Special Independent
Counsel referred to in Section 6) who is
not a party to t
