EXECUTIVE SEVERANCE AND
RESTRICTIVE COVENANT AGREEMENT
This EXECUTIVE
SEVERANCE AND RESTRICTIVE COVENANT AGREEMENT
(“Agreement”) is made as of this 11th day of December,
2006, by and between LifePoint CSGP, LLC, a Delaware limited
liability company with its principal place of business at 103
Powell Court, Suite 200, Brentwood, Tennessee (the
“Company”), and William F. Carpenter III, a resident of
Nashville, Tennessee (“Executive”).
WHEREAS, Executive
has been an employee of the Company and/or its subsidiaries and
affiliates since 1999, serving most recently as the Executive Vice
President, General Counsel and Secretary of LifePoint Hospitals,
Inc. (“LifePoint”), the parent corporation of the
Company;
WHEREAS, effective
June 26, 2006, Executive was promoted and appointed to serve
as the Chief Executive Officer and President of LifePoint;
and
WHEREAS, in
connection with Executive’s employment by the Company and his
services as the Chief Executive Officer and President of the
Company and LifePoint (and such other appointments as he may hold
with their respective subsidiaries and affiliates), the Company and
Executive wish to set forth, among other things, the terms of
Executive’s severance benefits and certain related matters in
the event Executive’s employment is terminated, all as set
forth herein.
NOW, THEREFORE,
for and in consideration of the mutual promises and covenants set
forth below and other good and valuable consideration, receipt of
which is hereby acknowledged, the Company and Executive do hereby
agree as follows:
(a)
Offices and Duties . Executive is employed by the Company
and has been appointed to serve as the Chief Executive Officer and
President of LifePoint (and to serve in similar capacities with
certain of their respective subsidiaries and affiliates). As such,
Executive shall have such duties and responsibilities as may be
delineated in the bylaws and/or other constituent documents of the
Company and LifePoint (and in the bylaws and/or other constituent
documents of any of their respective applicable subsidiaries or
affiliates) and as are directed by the Board of Directors of
LifePoint (the “Board of Directors”), and Executive
shall report directly to the Board of Directors.
(b)
Compensation and Benefits . The Board of Directors (or such
committee thereof as shall have the responsibility for and
authority to set the compensation of LifePoint’s and its
subsidiaries’ and affiliates’ executive officers and
key employees) shall from time to time set Executive’s
compensation, including his base salary (“Base Salary”)
and bonus compensation (“Bonus Compensation”), and
other benefits (including participation in the Company’s
equity
1
incentive plans
and qualified plans (collectively, the “Plans”)). The
Base Salary and Bonus Compensation shall be retroactive to
June 26, 2006, the date Executive was appointed to serve as
Chief Executive Officer and President.
(c)
At-Will Employment . Executive recognizes and accepts that,
notwithstanding anything in this Agreement to the contrary,
(i) Executive is employed by the Company (and by any of its
subsidiaries and affiliates) on an “at-will” basis,
(ii) this Agreement does not guarantee or otherwise provide
for employment and that, at any time and for any reason, Executive
may resign or the Company may terminate Executive’s
employment with the Company (and with any of its subsidiaries and
affiliates), and (iii) neither the Company nor any of its
subsidiaries and affiliates shall, in any case, be responsible for
any severance pay, termination pay, severance obligations, damages
or any other additional payments or obligations whatsoever arising
from the termination of his employment, above and beyond those
specifically provided for or referred to in this Agreement or
otherwise provided by law. The parties further acknowledge and
agree that there shall be no duplication between any payments or
other benefits due Executive hereunder and any payments or benefits
paid or to be paid to Executive under any other plan, program,
agreement or arrangement.
(d)
Execution of Release Upon Termination . Upon the termination
of Executive’s employment for any reason, Executive shall (or
in the event of termination due to Executive’s death, his
estate shall) execute and deliver to the Company the Release of
Claims attached hereto as Exhibit A (the
“Release”). The execution and delivery of the Release
shall be a condition to the Company’s obligations to make the
payments described in Section 3 hereof to Executive following
the termination of his employment.
2. Term
of Agreement . This Agreement shall continue indefinitely until
Executive terminates his employment with the Company and/or its
subsidiaries and affiliates or the Company terminates
Executive’s employment with the Company and/or its
subsidiaries and affiliates, provided that the provisions of
Sections 3 and 4 shall survive any termination of this
Agreement.
3.
Termination of Employment .
(a)
Termination for Cause .
(i) If
Executive’s employment is terminated by the Company for
Cause, as defined in Section 3(a)(ii) below, Executive shall
receive his Base Salary through the date of such termination and
any earned but unpaid Bonus Compensation for any prior fiscal year,
but he shall not be eligible to receive Base Salary or to
participate in any Plans after the date of such termination except
as otherwise required by law and except for the right to receive
benefits which have become vested under any Plans in accordance
with the terms of such Plans. In addition, Executive shall not be
eligible to receive any Bonus Compensation for the Company’s
fiscal year during which the date of termination occurs or any
later year.
2
(ii) Termination
for “Cause” shall mean termination of Executive’s
employment with the Company and its subsidiaries and affiliates by
the Board of Directors because of (a) Executive’s material
breach of the terms of this Agreement or repeated failure to
perform his duties in a manner reasonably consistent with the
criteria established or directions given by the Board of Directors;
provided , however , that the termination pursuant to
this clause shall be preceded by a written notice providing a
reasonable opportunity for Executive to correct his conduct, if the
conduct in question can be corrected, (b) any action by
Executive constituting fraud, self-dealing, embezzlement, or
dishonesty in the course of his employment hereunder, or
(c) the conviction of Executive of a crime involving moral
turpitude or any felony.
(iii) The
termination of Executive’s employment shall not be deemed to
be for Cause unless and until there shall have been delivered to
Executive a copy of a resolution duly adopted by the affirmative
vote of not less than two-thirds of the entire membership of the
Board at a meeting of the Board called and held for such purpose
(after reasonable notice is provided to Executive and Executive is
given an opportunity, together with counsel, to be heard before the
Board), finding that, in the good faith opinion of such Board,
Executive is guilty of the conduct described in any of the
subsections set forth in Section 3(a)(ii) above.
(iv) The date of
termination of employment by the Company under this Section 3(a)
shall be the date specified in a written notice of termination
(which date shall be no earlier than the date of furnishing such
notice), or if no such date is specified therein, the date of
receipt by Executive of such written notice of
termination.
(b)
Termination Without Cause .
(i) If
Executive’s employment is terminated by the Company without
Cause, Executive shall receive his Base Salary through the date of
such termination and any earned but unpaid Bonus Compensation for
any prior fiscal year, and shall further be entitled to receive, as
severance, his then current Base Salary for a period of
24 months following the date of termination of his employment
plus an amount equal to two (2) times Executive’s bonus
earned for the prior fiscal year which bonus amount shall be paid
in equal amounts, ratably, over the 24-month period following the
date of termination of his employment. The Company further agrees
to provide Executive with insurance coverage ( e.g. ,
medical, dental and life) commensurate with the coverage provided
to Executive immediately prior to the date of termination for a
period of 24 months following the date of termination. Other
than as set forth in the preceding sentences, Executive shall not
be eligible to participate in any Plans after the date of
termination except as otherwise required by law and except for the
right to receive benefits which have vested under any Plan in
accordance with the terms of such Plan, and Executive shall not be
eligible to receive any Bonus Compensation for the Company’s
fiscal year during which the date of termination occurs or any
later year.
3
(ii) The date of
termination of employment by the Company under this Section 3(b)
shall be the date specified in a written notice of termination to
Executive (which date shall be no earlier than the date of
furnishing such notice) or, if no such date is specified therein,
the date on which such notice is given to Executive.
(iii) Severance
payments under this Section 3(b) shall be made in accordance with
the Company’s then current payroll practice commencing on the
next payroll date following the date of the termination of
Executive’s employment under this
Section 3(b).
(c)
Termination Upon Death or Disability .
(i) Upon
Executive’s termination of employment as a result of
Executive’s death or Disability (as defined in
Section 3(c)(ii) below), he shall receive (or in the case of
death, his estate shall receive) his Base Salary through the date
of such termination and any earned but unpaid Bonus Compensation
for any prior year, but he shall have no right to receive any Base
Salary continuation or other severance benefits; provided that in
the event of Disability, Executive shall be entitled to receive
payments under any long-term disability insurance polices
maintained by the Company for Executive’s benefit. Executive
shall not be eligible to participate in any Plans after such
termination except as otherwise required by law and except for the
right to receive benefits which have vested under any Plan, and
Executive shall not be eligible to receive any Bonus Compensation
for the Company’s fiscal year during which the date of
termination occurs or any later year.
(ii) Termination
upon “Disability” shall mean termination of
Executive’s employment as the result of his inability to
perform the essential functions of Executive’s position with
the Company and its subsidiaries and affiliates as the result of
illness or injury for a period of six (6) consecutive
months.
(d)
Termination by Executive . If Executive resigns or otherwise
terminates his employment (including as a result of retirement)
with the Company other than upon his death or Disability (as
defined above), he shall receive his Base Salary through the date
of such terminat
|
