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EXHIBIT 10.1
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").
RECITALS:
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.
AGREEMENT:
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:
1. General .
(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
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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.
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(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.
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(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 termination and any
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