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Separation and Continuing Employment Agreement - Tenet Healthcare Corp. and Trevor Fetter


     This Separation and Continuing Employment Agreement ("AGREEMENT") is 
entered into this 1st day of March, 2000, by and between Tenet Healthcare 
Corporation ("TENET") and Mr. Trevor Fetter )"MR. FETTER") who agree as 

     WHEREAS, Mr. Fetter has been employed as Chief Corporate Officer and 
Chief Financial Officer for Tenet;

     WHEREAS, Tenet has made a strategic decision to invest in and develop an 
internet-based technology which enables group purchasing to be conducted 
electronically which business shall be run through a joint venture company 
("BROADLANE, INC.") established by Tenet (currently the majority shareholder) 
and Ventro Corporation;

     WHEREAS, Mr. Fetter has been instrumental in developing the Broadlane, 
Inc. venture;

     WHEREAS, Tenet desires that Mr. Fetter assume the position of Chief 
Executive Officer of Broadlane, Inc. and that Broadlane, Inc. assume 
responsibility for a portion of Tenet's corporate material resource 
management operations and its group purchasing functions through a management 
service (outsourcing) agreement;

     WHEREAS, Tenet desires to retain the services of Mr. Fetter as a 
part-time employee to consult with Tenet and assist it on matters with which 
Mr. Fetter had knowledge or experience while an executive with Tenet as well 
as other matters that are within his area of business expertise and skill; and

     WHEREAS, Mr. Fetter agrees to resign his full-time employment with Tenet 
to assume the position of Chief Executive Officer of Broadlane, Inc. and to 
enter into part-time employment with Tenet pursuant to the terms of this 

     NOW, THEREFORE, the parties hereto agree as follows:

1.   COMMENCEMENT DATE: Mr. Fetter's last day of full-time employment with 
Tent will be February 29, 2000 ("RESIGNATION DATE").  Mr. Fetter's part-time 
employment will commence on March 1, 2000.  As a part-time employee, Mr. 
Fetter will not have an implied right of authority to assume or create any 
obligation or responsibility on behalf of or in the name of Tenet, except as 
otherwise specifically provided for in this Agreement or pursuant to express 
authorization from Tenet or its authorized employees.

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2.   SEPARATION COMPENSATION AND BENEFITS:  Tenet will pay Mr. Fetter all 
past compensation due Mr. Fetter for his services as Chief Corporate Officer 
and Chief Financial Officer as of the Resignation Date. Any unused Manager's 
Time Off benefits that Mr. Fetter had as of the time of his resignation shall 
transfer to Broadlane, Inc. and shall be immediately available for use by Mr. 
Fetter.  In addition, Mr. Fetter and Tenet agree that Mr. Fetter will receive 
one hundred percent (100%) of the Tenet FY2000 Annual Incentive Plan ("AIP") 
award that Mr. Fetter would have been eligible for had he continued his 
full-time employment with Tenet through August 2000, at which time the award 
shall be payable to Mr. Fetter.


     a.  The term of Mr. Fetter's part-time employment with Tenet shall be 
for a period of forty-two (42) months commencing on March 1, 2000 and ending 
on August 31, 2003 hereafter (the "TERM OF EMPLOYMENT").  During the Term of 
Employment, Mr. Fetter will report to the Chairman and CEO of Tenet and 
provide the following services:

         (1) assist Tenet in seeking to strengthen and build upon its 
     BuyPower business relationships;

         (2) assist Tenet in seeking to convert its BuyPower customers to 
     Broadlane, Inc.;

         (3) provide advice to Tenet on E-commerce technology and other 
     internet business opportunities; and

         (4) provide advice and/or assistance to Tenet on matters that were 
within Mr. Fetter's knowledge and experience while employed as its Chief 
Corporate Officer and Chief Financial Officer.

     Mr. Fetter shall make himself available for such services at mutually 
convenient time(s) and place(s) upon notice from Tenet's Chairman and CEO or 
his/her authorized designee.  Tenet shall compensate Mr. Fetter for such 
services at the rate of six thousand five-hundred dollars ($6,500.00) per 
month ($78,000 per year) for each of the forty-two (42) months of 
employment under this Agreement for a total compensation of two hundred 
seventy-three thousand dollars ($273,000).  Such compensation shall be paid 
bi-weekly throughout the Term of Employment, less all tax deductions and 
other withholdings.  In addition, Tenet will reimburse Mr. Fetter for all 
actual documented reasonable out-of-pocket expenses necessarily incurred in 
providing his services under this Agreement, including, without limitation, 
travel, lodging and meals.

     b.  Tenet and Mr. Fetter further agree that Mr. Fetter's stock options 
granted by Tenet in shares of its common stock (the "TENET OPTIONS") shall 
continue to vest during the Term of Employment, so long as he remains a 
part-time employee of Tenet, but in no

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event longer than the initial term of the options. Upon Mr. Fetter's 
termination of part-time employment with Tenet, Mr. Fetter shall have ninety 
(90) days to exercise any and all vested Tenet Options.

     c.  Mr. Fetter and his dependents shall continue to receive health and 
welfare benefits under Tenet's benefit plans on the same cost basis as when 
Mr. Fetter was employed full-time until such time as he is eligible for 
benefits under Broadlane, Inc.'s health and welfare benefits plan.  Tenet 
shall include Mr. Fetter as an eligible member of the applicable plan.

     d.  Mr. Fetter and Tenet agree that although Mr. Fetter is a participant 
in Tenet's Supplemental Executive Retirement Plan ("SERP"), he is not 
currently entitled to receive any payment of his SERP benefits.  Mr. Fetter 
understands and agrees that he will not accrue additional SERP benefits as a 
part-time employee of Tenet under this Agreement, however, if Mr. Fetter 
returns to full-time employment with Tenet upon the termination of his 
employment under this Agreement, he will be provided SERP credit for all the 
time he was employed pursuant to this Agreement, and he will be reinstated 
into the SERP plan irrespective of the title and executive position he 
ultimately accepts upon his return as a full-time employee.  If, on the other 
hand, Mr. Fetter fails to return to full-time employment with Tenet, he will 
be entitled to only those SERP benefits which had accrued as of February 29, 

     e.  Except as expressly provided herein, given the part-time nature of 
Mr. Fetter's employment, he shall not be entitled to any other fringe 
benefits offered by Tenet to its employees.

4.   TENET REPRESENTATIONS AND WARRANTIES:  Tenet hereby represents and 
warrants each of the following which Mr. Fetter has relied on in entering 
into this Agreement and in consenting to the terms of the release contained 

     a.  With respect to the amendments made to the SERP as described more 
fully in paragraph 3(d) above, Tenet has the authority, pursuant to the terms 
of each respective plan to amend the terms thereof through an agreement with a 
plan participant and that such amendment shall be valid and binding on Tenet 
and any successor to Tenet's business whether through asset sale, merger, 
consolidation or any corporate restructuring;

     b.  The terms of Tenet's health and welfare benefit plan permit the 
inclusion of Mr. Fetter and his dependents as individuals entitled to 
coverage under the plan; and

     c.  Tenet's agreement to extend the period during which Mr. Fetter's 
Tenet Options will vest, as set forth in paragraph 3b above, is permitted 
under the terms of Tenet's stock option plan, and such extension shall be 
binding on Tenet and any successor to Tenet's business whether through asset 
sale, merger, consolidation or any corporate

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5.     TERMINATION ONLY FOR CAUSE: This Agreement may be terminated by Tenet 
prior to its term only for "cause". The term "cause" is defined as: 
dishonesty, fraud, willful misconduct, breach of fiduciary duty, violation of 
law in performing job duties (except traffic violations, or similar minor 
infractions), or a willful breach of this Agreement where such breach results 
in demonstrably material injury to Tenet or any of its affiliates.

6.     OFFICE SPACE: Tenet agrees to provide suitable office space and a 
dedicated administrative assistant for use by Mr. Fetter in its Santa Barbara 
headquarters for the period from March 1, 2000 through May 31, 2002 and Tenet 
will provide Mr. Fetter use of an unstaffed office at its Dallas Operations 
Center for the period from March 1, 2000 through May 31, 2001. After said 
dates Tenet will provide Mr. Fetter such office space and clerical assistance 
as is necessary in order for him to perform the duties required of him by 
this Agreement.

7.     CONFIDENTIAL INFORMATION: Mr. Fetter agrees that all confidential 
information that comes or has come into his possession by reason of his past 
or present employment with Tenet is the property of Tenet and shall not be 
used except in the course of employment by Tenet and for Tenet's exclusive 
benefit. Further, Mr. Fetter shall not, during his employment or thereafter, 
disclose or acknowledge the content of any confidential information to any 
person who is not an employee, officer or director of Tenet authorized to 
possess such confidential information. "Confidential information" means all 
proprietary and other confidential information relating to the business and 
operations of Tenet. Confidential information includes by way of illustration 
and without limitation: trade secrets, business plans, marketing plans and 
strategies, pricing information, financial data, customer, patient and 
supplier information, regulatory approval strategies, new service line and 
contract products, and other information that was developed, assembled, 
gathered by, or originated with Tenet for its own private use. 
Notwithstanding, nothing herein is intended to preclude the use or disclosure 
of such information by Mr. Fetter as is necessary to the performance of his 
duties under this Agreement and in furtherance of Tenet's best interests, or 
as required by applicable law, or as otherwise authorized by Tenet. Mr. 
Fetter agrees that upon the termination of his employment with Tenet, he will 
deliver all documents, writings, electronic storage devices, and other 
tangible things containing any confidential information to Tenet without 
making or retaining copies, excerpts, or notes of such information. Under no 
circumstances, however, shall this paragraph 7 be interpreted in any way to 
restrict or otherwise prevent Mr. Fetter from fully performing his employment 
duties on behalf of Broadlane.

8.     NON-COMPETITION/NON-INTERFERENCE: During any periods of time that he is 
receiving payments from Tenet or a successor, as provided herein, Mr. Fetter 
will not compete, directly or indirectly, with Tenet in any market where 
Tenet does business. "Compete" means and includes rendering services, 
accepting employment, consultation, or any other

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business relationship with any company, association, affiliation, consortium, 
or other for-profit or not-for-profit organization that provides acute care 
general hospital health care services, or any other line of business that 
constitutes at least ten percent (10%) of Tenet's annual revenue volume. Mr. 
Fetter also agrees that during the periods stated in this paragraph, he will 
not (i) directly or indirectly solicit or encourage in any manner the 
resignation or reaffiliation of any employee, physician, contractor, or 
professional health care provider that is employed by, affiliated or 
associated with Tenet or any affiliated entity; (ii) directly or indirectly 
solicit or divert customers, vendors, or business of Tenet of any affiliated 
entity; or (iii) attempt to influence, directly or indirectly, any person or 
entity to cease, reduce, alter or rearrange any business relationship with 
Tenet or any affiliated entity. The provisions of this paragraph 8 shall 
apply irrespective of the type or reason for termination of employment. Tenet 
hereby acknowledges and consents to Mr. Fetter's employment as Chairman and 
Chief Executive Officer of Broadlane, Inc. Accordingly, Tenent agrees that 
the restrictive covenants and non-solicitation provisions of this paragraph 8 
shall not apply to Mr. Fetter's employment with Broadlane (or its successors 
or permitted assigns). Mr. Fetter acknowledges and agrees that he considers 
the restrictions set forth in this paragraph to be reasonable both 
individually and in the aggregate, and that the duration, geographic scope, 
extent and application of each of these restrictions are no greater than is 
necessary for the protection of Tenet's legitimate interests. It is the 
desire and intent of Mr. Fetter and Tenet that the provisions of this 
paragraph shall be enforced to the fullest extent possible under the laws and 
public policies of the State of California, or where applicable, under the 
laws of each jurisdiction in which enforcement is sought. Tenet and Mr. 
Fetter further agree that if any particular provision or portion of this 
paragraph shall be adjudicated to be invalid or unenforceable, such 
adjudication shall apply only with respect to the operation of such provision 
in the particular jurisdiction in which such adjudication is made. Tenet and 
Mr. Fetter further agree that in the event that any restriction herein shall 
be found to be void or unenforceable but would be valid or enforceable if 
some part or parts thereof were deleted or the period or area of application 
reduced, such restriction shall apply with modification as may be necessary 
to make it valid, and Mr. Fetter and Tenet empower a court or arbitrator 
hereunder of competent jurisdiction, to modify, reduce or otherwise reform 
such provision(s) in such fashion as to carry out the parties' intent to 
grant Tenet the maximum allowable protection consistent with the applicable 
law and facts and the express exceptions contained herein.

9.     ENFORCEMENT/SEVERABILITY/REFORMATION: The parties agree that a breach 
or threatened breach of any protective or restrictive provisions contained in 
paragraphs 7 and 8 above will cause immediate irreparable harm to Tenet for 
which legal remedies alone are inadequate to compensate. Therefore, Mr. 
Fetter agrees that these provisions shall be enforceable by equitable process 
of injunction in addition to, but without limitation of, any monetary 
damages, sanctions or other legal remedies available, plus recovery by Tenet 
of its reasonable attorney's fees and expenses incurred in enforcing these 
provisions. The parties further agree that in the event that any provisions 
of this Agreement are declared invalid or unenforceable, as written, the 
remaining provisions shall not be abridged or

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10.    DUTY OF COOPERATION: During the term of this Agreement, Mr. Fetter 
will cooperate fully with Tenet, upon request, up to a maximum of twenty (20) 
hours per month in relation to the defense, prosecution or other involvement 
in any continuing or future claims, lawsuits, charges, and internal or 
external investigations which arise out of events or business matters which 
either have occurred, or will occur, during Mr. Fetter's employment by Tenet, 
and for which Mr. Fetter has or had knowledge and/or responsibility in his 
position as Chief Corporate Officer and Chief Financial Officer. Such 
continuing duty of cooperation shall include making himself available to 
Tenet, upon reasonable notice, for depositions, interviews, and appearance as 
a witness, and furnishing information to Tenet and its legal counsel upon 
request. Tenet will reimburse actual documented reasonable out-of-pocket 
expenses necessarily incurred in assisting Tenet in this manner, such as 
travel, lodging and meals. Nothing in this paragraph is intended to cause Mr. 
Fetter to waive his rights to protect his own legal interests in the event of 
a lawsuit or legal claim against Tenet or Mr. Fetter. The parties agree that 
no provision of this paragraph shall be construed or interpreted in any way 
to limit, restrict or preclude either party hereto from cooperating with any 
governmental agency in the performance of its investigatory or other lawful 
duties. In addition, Mr. Fetter at all times will retain any and all rights 
of indemnification agreements for any alleged act or failure to act on his 
part within the course and scope of Mr. Fetter's employment with Tenet.

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11. RETURN OF ALL PROPERTY: Mr. Fetter shall further return to Tenet all 
property in his possession or control which Tenet has not permitted him to 
retain, including, without limitation, equipment, telephones, credit cards, 
keys, pagers, tangible proprietary information, documents, computers and 
computer discs, files and data, which Mr. Fetter prepared or obtained during 
the course of his employment with Tenet.

12. FAIR TREATMENT PROCESS: Mr. Fetter acknowledges that he has received a 
copy of Tenet's Fair Treatment Process (the "FTP") and has had an opportunity 
to review the FTP prior to executing this Agreement. The FTP and its 
provisions shall be deemed incorporated into this Agreement. Mr. Fetter and 
Tenet agree to the full extent permitted by law that in lieu of a jury trial, 
any dispute over the validity, enforcement, scope, breach or Interpretation 
of this Agreement and any dispute regarding unreleased claims or future 
claims between the parties. If any, shall be submitted and/or resolved in 
accordance with the terms of the FTP and any successor thereto, including 
final and binding arbitration pursuant to the provisions of the applicable 
Employment Dispute Resolution Rules of the American Arbitration Association.

13. ENTIRE AGREEMENT: Except for the various plan documents which relate to 
the employee benefits provided herein, this Agreement contains the entire 
agreement and understanding between Tenet and Mr. Fetter relating to his 
separation from full time employment and commencement of part time 
employment with Tenet, and is intended to supersede all prior negotiations 
and agreements proposed or otherwise, whether written or oral, concerning the 
subject matter hereof. This is an integrated document.

16. SUCCESSORS AND ASSIGNS: This Agreement shall be binding upon and shall 
inure to the benefit of Mr. Fetter, Tenet and the Tenet Releasees and their 
respective heirs, administrators, successors and assigns.

17. COUNTERPARTS: This Agreement may be executed in counterparts, and each 
counterpart when executed shall have the efficacy of a signed original. 
Photographic copies of such signed counterparts may be used in lieu of the 
originals for any purpose.

18. CHOICE OF LAW: This Agreement shall be construed and enforced in 
accordance with, and governed by, the laws of California.

19. VOLUNTARINESS: Mr. Fetter represents and affirms that he has carefully 
read and fully understands the provisions of this Agreement and that he is 
voluntarily entering into this Agreement.

    IN WITNESS HEREOF, the parties have agreed to be bound by the terms of 
this Agreement commencing on the date first written in the introductory 
paragraph above.

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      ---------------------------, 2000    ------------------------------------
                                           Trevor Fetter

                                           TENET HEALTHCARE CORPORATION

     ----------------------------, 2000   By


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