EXHIBIT 10.8
[Form]
AMENDMENT NO. 1
TO
SEVERANCE PROTECTION AGREEMENT
This Amendment No. 1 (this “Amendment’) to Severance
Protection Agreement, dated as of October 1, 2007, but effective as
of the December 31, 2007 (the “Effective Date”), is
made by and between Vanguard Health Systems, Inc., a Delaware
corporation (the “Company”), and __________ (the
“Executive”).
WHEREAS , the Company and the Executive executed a certain
Severance Protection Agreement, dated as of __________ (the
“SPA”), to foster the continuous employment of
Executive; and
WHEREAS , the Company and the Executive wish to amend
the SPA so that its provisions are in full compliance with the
final regulations under Section 409A of the Internal Revenue Code
of 1986, as amended, issued jointly by the United States Treasury
Department and the Internal Revenue Service on April 10, 2007,
including, without limitation, amending its provisions to insert
the set of conditions set forth in Section 1.409A-1(n)(2)(ii) of
the final regulations (such set of conditions commonly referred to
as the “safe harbor good reason conditions”).
NOW, THEREFORE , in consideration of the premises and the
mutual covenants herein contained, the Company and the Executive
hereby agree that the SPA is amended as follows, such amendments
effective as of the Effective Date:
1. Defined
Terms . Except for those terms defined above, the
definitions of capitalized terms used in this Amendment are as
provided in the SPA.
2. Amendment to
First Paragraph of Section 6.1. The first paragraph of
Section 6.1 of the SPA is hereby amended by adding the following
new sentence immediately after the first sentence thereof:
To be a valid termination of employment by the Executive under
this
Agreement for Good Reason, the date of the actual termination of
the
Executive’s employment due to any of the Good Reason acts
or
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