{"id":38328,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/1999-broad-based-stock-incentive-plan-tenent-healthcare-corp.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"1999-broad-based-stock-incentive-plan-tenent-healthcare-corp","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/1999-broad-based-stock-incentive-plan-tenent-healthcare-corp.html","title":{"rendered":"1999 Broad-Based Stock Incentive Plan – Tenent Healthcare Corp."},"content":{"rendered":"
FIRST AMENDED AND RESTATED
\nTENET HEALTHCARE CORPORATION
1999 BROAD-BASED STOCK INCENTIVE PLAN<\/b><\/font><\/p>\n
\n\n\n
1.        Purpose of the Plan.<\/b><\/font><\/p>\n\n\n
           The\npurpose of the 1999 Broad-Based Stock Incentive Plan of Tenet Healthcare Corporation (the\n\u0093Company\u0094) is to promote the interests of the Company and its shareholders by\nstrengthening the Company\u0092s ability to attract, motivate and retain employees,\nadvisors and consultants of training, experience and ability, and to provide a means to\nencourage stock ownership and a proprietary interest in the Company to officers and\nvalued employees of the Company and consultants and advisors to the Company upon whose\njudgment, initiative, and efforts the financial success and growth of the business of the\nCompany depend. Executive Officers (as defined in Section 2 below) of the Company are not\neligible to participate in this Plan. This Plan is intended to be a broad-based\nstock-based incentive plan under the rules of the New York Stock Exchange.<\/font><\/p>\n\n\n
2.        Definitions.<\/b><\/font><\/p>\n\n\n
           (a)\n        \u0093Appreciation Right\u0094 means a right\nto receive an amount, representing the difference between a price per share of Common Stock\nassigned on the date of grant and the Fair Market Value of a share of Common Stock on the\ndate of exercise of such grant, payable in cash and\/or Common Stock.<\/font><\/p>\n\n\n
           (b)\n        \u0093Board\u0094 means the Board of Directors of the Company.<\/font><\/p>\n\n\n
           (c)\n        \u0093Business Unit\u0094 means any division, group, subsidiary or other unit within the\nCompany which is designated by the Committee to constitute a Business Unit.<\/font><\/p>\n\n\n
           (d)\n        \u0093Code\u0094 means the Internal Revenue Code of 1986, as amended from time to time.<\/font><\/p>\n\n\n
           (e)\n        \u0093Committee\u0094 means the Compensation and Stock Option Committee of the Board,\nunless the Board appoints another committee to administer the Plan.<\/font><\/p>\n\n\n
           (f)\n        \u0093Common Stock\u0094 means the $0.075 par value Common Stock of the Company.<\/font><\/p>\n\n\n
           (g)\n        \u0093Company\u0094 means Tenet Healthcare Corporation, a Nevada corporation.<\/font><\/p>\n
\n\n\n
 <\/font><\/p>\n
\n\n\n\n\n\n\n\n\n\n
           (h)\n        \u0093Eligible Person\u0094 means an Employee, advisor or consultant of the Company or any\nof its present or future Business Units but shall not include a director who is not an\nEmployee of the Company or any employee who is an \u0093Officer\u0094as defined in SEC\nRelease No. 34-41479, File No. SR-NYSE-98 dated June 4, 1999, as the same may be amended\nor superseded from time to time.<\/font><\/p>\n\n\n
           (i)\n        \u0093Employee\u0094 means any employee of\nthe Company, or of any of its present or future Business Units.<\/font><\/p>\n\n\n
           (j)\n        \u0093Executive Officer\u0094 means a person\nrequired to file reports with the Securities and Exchange Commission pursuant to Section 16,\nor any successor provision, of the Exchange Act.<\/font><\/p>\n\n\n
           (k)\n        \u0093Exchange Act\u0094 means the Securities Exchange Act of 1934, as amended from time\nto time or any successor statute.<\/font><\/p>\n\n\n
           (l)\n        \u0093Fair Market Value\u0094 means the closing price of a share of Common Stock on the\nNew York Stock Exchange on the date as of which fair market value is to be determined or\nthe actual sale price of the shares acquired upon exercise if the shares are sold in a\nsame day sale, or if no sales were made on such date, the closing price of such shares on\nthe New York Stock Exchange on the next preceding date on which there were such sales.<\/font><\/p>\n\n\n
           (m)\n        \u0093Incentive Award\u0094 means an Option, Incentive Stock Award, Appreciation Right,\nPerformance Unit, Restricted Unit or cash bonus award granted under the Plan.<\/font><\/p>\n\n\n
           (n)\n        \u0093Incentive Stock Award\u0094 means a right to the grant or purchase, at a price\ndetermined by the Committee, of Common Stock of the Company which is nontransferable and\nsubject to substantial risk of forfeiture until specific conditions are met. Such\nconditions will be determined by the Committee. An Incentive Stock Award includes a\nPerformance Unit paid in Common Stock of the Company.<\/font><\/p>\n\n\n
           (o)\n        \u0093Option\u0094 means a nonqualified stock option.<\/font><\/p>\n\n\n
           (p)\n        \u0093Participant\u0094 means\nany Eligible Person selected to receive an Incentive Award pursuant to Section 5.<\/font><\/p>\n\n\n
           (q)\n        \u0093Plan\u0094 means the 1999 Broad-Based Stock Incentive Plan as set forth herein, as\nit may be amended from time to time.<\/font><\/p>\n\n\n
           (r)\n        \u0093Performance Criteria\u0094 means one or more of the following criteria selected by,\nand as further defined by, the Committee to measure achievement of performance goals:<\/font><\/p>\n
\n\n\n
2<\/font><\/p>\n
\n\n\n\n\n\n\n\n
\n\n\n<\/pre>\n\n\n
 <\/td>\n           (i)
\n        Income, either before or after income
\ntaxes, including or excluding interest, depreciation and amortization, extraordinary
\nitems and other material non-recurring gains or losses, discontinued operations, the
\ncumulative effect of changes in accounting policies and the effects of any tax law
\nchanges;<\/font><\/td>\n<\/tr>\n<\/table>\n
<\/p>\n\n\n
 <\/td>\n           (ii)
\n        Return on average equity, which shall be
\nincome calculated in accordance with paragraph (i) above, divided by the average of
\nstockholders\u0092equity as of the beginning and as of the end of the applicable period;<\/font><\/td>\n<\/tr>\n<\/table>\n
<\/p>\n\n\n
 <\/td>\n           (iii)
\n        Primary or fully diluted earnings per
\nshare of Common Stock, which shall be income calculated in accordance with paragraph (i)
\nabove, divided by the weighted average number of shares and share equivalents of Common
\nStock;<\/font><\/td>\n<\/tr>\n<\/table>\n
<\/p>\n\n\n
 <\/td>\n           (iv)
\n        Net cash provided by operating activities based upon income calculated in accordance with
\nparagraph (i) above;<\/font><\/td>\n<\/tr>\n<\/table>\n
<\/p>\n\n\n
 <\/td>\n           (v)
\n        Quality of service and\/or patient care, measured by the extent to which pre-set quality
\nobjectives are achieved by the Company or a Business Unit; or<\/font><\/td>\n<\/tr>\n<\/table>\n
<\/p>\n\n\n
 <\/td>\n           (vi)
\n        Any other performance criterion or criteria deemed appropriate by the Company.<\/font><\/td>\n<\/tr>\n<\/table>\n
<\/p>\n
           (s)
\n        \u0093Performance Unit\u0094 means a grant made under Section 9 entitling a Participant to
\na payment of Common Stock or cash at the end of a performance period if certain
\nconditions as may be established by the Committee are met.<\/font><\/p>\n
           (t)
\n        \u0093Restricted Unit\u0094 means a grant made under Section 10 entitling a Participant to
\na payment of cash or stock at the end of a vesting period established by the Committee
\nequivalent in value to the Fair Market Value of a share of Common Stock with such limits
\nas to maximum value, if any, as may be established by the Committee.<\/font><\/p>\n
3.        Shares of Common
\nStock Subject to the Plan.<\/b><\/font><\/p>\n
           (a)
\n        Subject to the provisions of Section 3(c) and Section 12, the aggregate number of shares
\nof Common Stock that may be issued or transferred or exercised pursuant to Incentive
\nAwards under the Plan is 13,000,000 shares of Common Stock.<\/font><\/p>\n
           (b)
\n        The shares of Common Stock to be delivered under the Plan will be made available, at the
\ndiscretion of the Board or the Committee, either from authorized but unissued shares of
\nCommon Stock or from previously issued shares of Common Stock reacquired by the Company,
\nincluding shares purchased on the open market.<\/font><\/p>\n
<\/p>\n
3<\/font><\/p>\n
\n
           (c)
\n        If any share of Common Stock that is the subject of an Incentive Award is not issued or
\ntransferred and ceases to be issuable or transferable for any reason, such share of
\nCommon Stock will no longer be charged against the limitations provided for in Section
\n3(a) and may again be made subject to Incentive Awards. However, shares as to which an
\nOption has been surrendered in connection with the exercise of a related Appreciation
\nRight will not again be available for the grant of any further Incentive Awards.
\nIncentive Awards to the extent they are paid out in cash and not in Common Stock shall
\nnot be applied against the limitations provided for in Section 3(a).<\/font><\/p>\n
4.        Administration of the
\nPlan.<\/b><\/font><\/p>\n
           (a)
\n        The Plan will be administered by the Committee, which will consist of two or more persons
\n(i) who are not eligible to receive Incentive Awards under the Plan, and (ii) who have
\nnot been eligible at any time within one year before appointment to the Committee for
\nselection as persons to whom Incentive Awards may be granted pursuant to the Plan, or to
\nwhom shares may be allocated or Options or Appreciation Rights may be granted pursuant to
\nany other plan of the Company or any of its Business Units entitling the participants
\ntherein to acquire stock, appreciation rights, or options of the Company or any of its
\npresent or future Business Units, except that this requirement shall not prohibit any
\nperson from serving on the Committee solely by reason of the fact that such person is
\neligible or may have been granted such rights under the Company\u0092s Directors Stock
\nOption Plan or the Director Restricted Share Plan.<\/font><\/p>\n
           (b)
\n        The Committee has and may exercise such powers and authority of the Board as may be
\nnecessary or appropriate for the Committee to carry out its functions as described in the
\nPlan. The Committee has authority in its discretion to determine the Eligible Persons to
\nwhom, and the time or times at which, Incentive Awards may be granted and the number of
\nshares, units, or Appreciation Rights subject to each Incentive Award. The Committee also
\nhas authority to interpret the Plan, to make determinations as to whether a grantee is
\npermanently and totally disabled, and to determine the terms and provisions of the
\nrespective Incentive Award agreements and to make all other determinations necessary or
\nadvisable for Plan administration. The Committee has authority to prescribe, amend, and
\nrescind rules and regulations relating to the Plan. All interpretations, determinations,
\nand actions by the Committee will be final, conclusive, and binding upon all parties.<\/font><\/p>\n
           (c)
\n        No member of the Board nor the Committee will be liable for any action or determination
\nmade in good faith by the Board or the Committee with respect to the Plan or any
\nIncentive Award under it.<\/font><\/p>\n
<\/p>\n
4<\/font><\/p>\n
\n
5.        Eligibility.<\/b><\/font><\/p>\n
           All
\nEmployees of the Company, except Executive Officers, are eligible to participate in the
\nPlan. The Committee has authority, in its sole discretion, to determine and designate
\nfrom time to time those Eligible Persons who are to be granted Incentive Awards, and the
\ntype and amount of Incentive Award to be granted. Each Incentive Award will be evidenced
\nby a written instrument and may include any other terms and conditions consistent with
\nthe Plan, as the Committee may determine.<\/font><\/p>\n
6.        Terms and Conditions of Stock Options.<\/b><\/font><\/p>\n
           (a)<\/p>\n
The exercise price per share for each Option shall be determined by the Committee and
\nshall not be less than an amount allowed by applicable law.<\/font><\/p>\n
           (b)<\/p>\n
Options shall vest and may be exercised as determined by the Committee but in no event
\nmay an Option be exercisable after 15 years from the date of grant.<\/font><\/p>\n
           (c)<\/p>\n
Upon the exercise of an Option, the exercise price will be payable in full in cash or, in
\nthe discretion of the Committee, by the assignment and delivery to the Company of shares
\nof Common Stock owned by the optionee (including Common Stock subject to Incentive Stock
\nAwards under the Plan); or in the discretion of the Committee, by a promissory note
\nsecured by shares of Common Stock bearing interest at a rate determined by the Committee;
\nor by a combination of any of the above. The exercise price may, in the discretion of the
\nCommittee, also be paid by delivering a properly executed exercise notice for such Option
\nalong with irrevocable instructions to a broker to deliver promptly to the Company the
\namount of sale or loan proceeds necessary to fully pay the purchase price and such other
\ndocuments as the Committee may determine. Any shares assigned and delivered to the
\nCompany in payment or partial payment of the exercise price will be valued at the Fair
\nMarket Value on the exercise date.<\/font><\/p>\n
           (d)<\/p>\n
No fractional shares will be issued pursuant to the exercise of an Option nor will any
\ncash payment be made in lieu of fractional shares.<\/font><\/p>\n
           (e)<\/p>\n
With respect to the exercise of an Option under the Plan, the Participant may, in the
\ndiscretion of the Committee, receive a replacement Option under the Plan to purchase a
\nnumber of shares of Common Stock equal to the number of shares of Common Stock, if any,
\nwhich the Participant delivered on exercise of the Option, with a purchase price equal to
\nthe Fair Market Value on the exercise date and with a term extending to the expiration
\ndate of the original Option.<\/font><\/p>\n
<\/p>\n
5<\/font><\/p>\n
\n
           (f)<\/p>\n
At the time a Participant exercises an Option, the Committee may grant a cash bonus award
\nin such amount as the Committee may determine. The Committee may make such a
\ndetermination at the time of grant or exercise. The cash bonus award may be subject to
\nany condition imposed by the Committee, including a reservation of the right to revoke a
\ncash bonus award at any time before it is paid.<\/font><\/p>\n
7.        Terms and Conditions of Appreciation Rights.<\/b><\/font><\/p>\n
           (a)<\/p>\n
An Appreciation Right may be granted in connection with an Option, either at the time of
\ngrant or at any time thereafter during the term of the Option.<\/font><\/p>\n
           (b)<\/p>\n
An Appreciation Right granted in connection with an Option will entitle the holder, upon
\nexercise, to surrender such Option or any portion thereof to the extent unexercised, with
\nrespect to the number of shares as to which such Appreciation Right is exercised, and to
\nreceive payment of an amount computed pursuant to Section 7(d). Such Option will, to the
\nextent and when surrendered, cease to be exercisable.<\/font><\/p>\n
           (c)<\/p>\n
Subject to Section 7(i), an Appreciation Right granted in connection with an Option
\nhereunder will be exercisable to such time or times, and only to the extent, that a
\nrelated Option is exercisable, will expire no later than the related Option expires and
\nwill not be transferable except to the extent that such related Option may be
\ntransferable.<\/font><\/p>\n
           (d)<\/p>\n
Upon the exercise of an Appreciation Right granted in connection with an Option, the
\nholder will be entitled to receive payment of an amount determined by multiplying:<\/font><\/p>\n\n\n
 <\/td>\n           (i)<\/p>\n
The difference obtained by subtracting the purchase price of a share of Common Stock
\nspecified in the related Option from the Fair Market Value of a share of Common Stock on
\nthe date of exercise of such Appreciation Right, by<\/font><\/td>\n<\/tr>\n<\/table>\n
<\/p>\n\n\n
 <\/td>\n           (ii)
\n        The number of shares as to which such Appreciation Right will have been exercised.<\/font><\/td>\n<\/tr>\n<\/table>\n
<\/p>\n
           (e)<\/p>\n
An Appreciation Right may be granted without relationship to an Option and, in such case,
\nwill be exercisable as determined by the Committee, but in no event after 15 years from
\nthe date of grant.<\/font><\/p>\n
           (f)<\/p>\n
An Appreciation Right granted without relationship to an Option will entitle the holder,
\nupon exercise of the Appreciation Right, to receive payment of an amount determined by
\nmultiplying:<\/font><\/p>\n
<\/p>\n
6<\/font><\/p>\n
\n
<\/p>\n\n\n
 <\/td>\n           (i)<\/p>\n
The difference obtained by subtracting the amount assigned to the Appreciation Right by
\nthe Committee on the date of grant (which shall not be less than the amount allowed by
\napplicable law) from the Fair Market Value of a share of Common Stock on the date of
\nexercise of such Appreciation Right, by<\/font><\/td>\n<\/tr>\n<\/table>\n
<\/p>\n\n\n
 <\/td>\n           (ii)
\n        The number of shares as to which such Appreciation Right will have been exercised.<\/font><\/td>\n<\/tr>\n<\/table>\n
<\/p>\n
           (g)<\/p>\n
At the time of grant of an Appreciation Right, the Committee may determine the maximum
\namount payable with respect to such Appreciation Right; however, such maximum amount
\nshall in no event be greater than the applicable amount determined in accordance with
\nSection 7(d) or 7(f).<\/font><\/p>\n
           (h)<\/p>\n
Payment of the amount determined under Section 7(d) or (f) may be made solely in whole
\nshares of Common Stock valued at their Fair Market Value on the date of exercise of the
\nAppreciation Right or alternatively, in the sole discretion of the Committee, solely in
\ncash or a combination of cash and shares as the Committee deems advisable. If the
\nCommittee decides that payment may be made in shares of Common Stock, and the amount
\npayable results in a fractional share, payment for the fractional share will be made in
\ncash.<\/font><\/p>\n
8.        Terms and Conditions of Incentive Stock Awards.<\/b><\/font><\/p>\n
           (a)<\/p>\n
All shares of Incentive Stock Awards granted pursuant to the Plan will be subject to the
\nfollowing conditions:<\/font><\/p>\n\n\n
 <\/td>\n           (i)<\/p>\n
The shares may not be transferred, assigned or subject to any encumbrance, pledge or
\ncharge until the restrictions are removed or expire or unless otherwise allowed by the
\nCommittee.<\/font><\/td>\n<\/tr>\n<\/table>\n
<\/p>\n\n\n
 <\/td>\n           (ii)<\/p>\n
The Committee may require the Participant to enter into an escrow agreement providing
\nthat the certificates representing Incentive Stock Awards granted or sold pursuant to the
\nPlan will remain in the physical custody of an escrow holder until all restrictions are
\nremoved or expire.<\/font><\/td>\n<\/tr>\n<\/table>\n
<\/p>\n\n\n
 <\/td>\n           (iii)<\/p>\n
Each certificate representing Incentive Stock Awards granted pursuant to the Plan will
\nbear a legend making appropriate reference to the restrictions imposed.<\/font><\/td>\n<\/tr>\n<\/table>\n
<\/p>\n\n\n
 <\/td>\n           (iv)<\/p>\n
The Committee may impose such conditions on any shares granted or sold pursuant to the
\nPlan as it may deem advisable, including, without limitation, restrictions under the
\nSecurities Act of 1933, as amended, under the requirements of any stock exchange upon
\nwhich such shares of the same class are then listed and under any blue sky or other
\nsecurities laws applicable to such shares.<\/font><\/td>\n<\/tr>\n<\/table>\n
<\/p>\n
7<\/font><\/p>\n
\n
<\/p>\n\n\n
 <\/td>\n           (v)
\n        The Committee, in its sole discretion, may elect to settle all or a portion of an
\nIncentive Stock Award in cash in lieu of issuing shares of Common Stock based on the Fair
\nMarket Value on the date of payment.<\/font><\/td>\n<\/tr>\n<\/table>\n
<\/p>\n
           (b)<\/p>\n
The restrictions imposed under subparagraph (a) above upon Incentive Stock Awards will
\nlapse in accordance with a schedule or other conditions as determined by the Committee,
\nsubject to the provisions of Section 12(d) and Section 14(e).<\/font><\/p>\n
           (c)<\/p>\n
Subject to the provisions of subparagraph (a) above and Section 14(e), the holder will
\nhave all rights of a shareholder with respect to the Incentive Stock Awards granted or
\nsold, including the right to vote the shares and receive all dividends and other
\ndistributions paid or made with respect thereto, unless the Committee determines
\notherwise at the time the Incentive Stock Awards are granted or sold.<\/font><\/p>\n
9.        Terms and Conditions of Performance Units.<\/b><\/font><\/p>\n
           Performance
\nUnits, measured in whole or in part by the value of shares of Common Stock, the
\nperformance of the Participant, the performance of the Company or any Business Unit or
\nany combination thereof, may be granted under the Plan. Such incentives may be payable in
\nCommon Stock, cash or both, and shall be subject to such restrictions and conditions, as
\nthe Committee shall determine. At the time of a Performance Unit grant, the Committee
\nshall determine, in its sole discretion, one or more performance periods and performance
\ngoals to be achieved during the applicable performance periods as well as a target
\npayment value for the Performance Unit or a range of payment values. No performance
\nperiod shall exceed 15 years from the date of the grant. The performance goals applicable
\nto a Performance Unit grant shall be based upon Performance Criteria and may be subject
\nto such later revisions as the Committee shall deem appropriate to reflect significant
\nunforeseen events such as changes in laws, regulations or accounting practices, or
\nunusual or nonrecurring items or occurrences. At the end of the performance period, the
\nCommittee shall determine the extent to which performance goals have been attained or a
\ndegree of achievement between maximum and minimum levels in order to establish the level
\nof payment to be made, if any, and shall determine if payment is to be made in the form
\nof Common Stock or cash or both.<\/font><\/p>\n
           The
\nCommittee may provide that during a performance period a Participant shall be paid a cash
\namount per Performance Unit in the same amount and at the same time as a dividend on a
\nshare of Common Stock.<\/font><\/p>\n
<\/p>\n
8<\/font><\/p>\n
\n
10.      Terms and Conditions of Restricted Units.<\/b><\/font><\/p>\n
           Restricted
\nUnits may be granted under the Plan based on past, current and potential performance.
\nSuch Units shall be subject to such restrictions and conditions as the Committee shall
\ndetermine. At the time of a Restricted Unit grant, the Committee shall determine, in its
\nsole discretion, the vesting period of the Units and the maximum value of the Units. No
\nvesting period shall exceed 15 years from the date of the grant. A Restricted Unit grant
\nmay be made subject to such later revisions as the Committee shall deem appropriate to
\nreflect significant unforeseen events such as changes in laws, regulations or accounting
\npractices, or unusual or nonrecurring items or occurrences. At the end of the vesting
\nperiod applicable to Restricted Units granted to a Participant, a cash or stock amount
\nequivalent in value to the Fair Market Value of one share of Common Stock on the last day
\nof the vesting period, subject to any maximum value determined by the Committee at the
\ntime of grant, shall be paid with respect to each such Restricted Unit to the Participant.<\/font><\/p>\n
           During
\nthe vesting period for Restricted Units, the Committee may provide that a Participant
\nshall be paid with respect to each Restricted Unit, cash amounts in the same amount and
\nat the same time as a dividend on a share of Common Stock.<\/font><\/p>\n
11.      Limits on Awards.<\/b><\/font><\/p>\n
           The
\nmaximum number of shares of Common Stock or stock units underlying (i) Options and
\nAppreciation Rights and\/or (ii) Incentive Stock Awards, Performance Units and Restricted
\nUnits, that may be granted to any Eligible Person under this Plan or any other
\nstock-based incentive plan of the Company during any period of five consecutive fiscal
\nyears of the Company, beginning with fiscal year 1996, shall not exceed an average number
\nof 500,000 shares per year, either individually or in the aggregate with respect to all
\nsuch types of awards, with such number of shares subject to adjustment on the same basis
\nas provided in Section 12. The maximum dollar amount of compensation in respect of
\nPerformance Units and Restricted Units denominated in cash (rather than in Common Stock
\nor stock units) that may be paid to any Eligible Person under this Plan or any other
\nstock-based incentive plan of the Company during any fiscal year of the Company shall not
\nexceed $1,500,000.<\/font><\/p>\n
12.       Adjustment Provisions.<\/b><\/font><\/p>\n
           (a)<\/p>\n
Subject to Section 12(b), if the outstanding shares of Common Stock of the Company are
\nincreased, decreased, or exchanged for a different number or kind of shares or other
\nsecurities, or if additional shares or new or different shares or other securities are
\ndistributed with respect to such shares of Common Stock or other securities, through
\nmerger, consolidation, spin off, sale of all or substantially all the property of the
\nCompany, reorganization, recapitalization, reclassification, stock dividend, stock split,
\nreverse stock split or other distribution with respect to such shares of Common Stock, or
\nother securities, an appropriate and proportionate adjustment may be made in (i) the
\nmaximum number and kind of shares provided in Section 3, (ii) the number and kind of
\nshares, units, or other securities subject to the then-outstanding Incentive Awards, and
\n(iii) the price for each share or other unit of any other securities subject to
\nthen-outstanding Incentive Awards without change in the aggregate purchase price or value
\nas to which such Incentive Awards remain exercisable or subject to restrictions.<\/font><\/p>\n
<\/p>\n
9<\/font><\/p>\n
\n
           (b)<\/p>\n
Despite the provisions of Section 12(a), upon dissolution or liquidation of the Company
\nor upon a reorganization, merger, or consolidation of the Company with one or more
\ncorporations as a result of which the Company is not the surviving corporation, or upon
\nthe sale of all or substantially all the property of the Company, all Incentive Awards
\nthen outstanding under the Plan will be fully vested and exercisable and all restrictions
\nwill immediately cease, unless provisions are made in connection with such transaction
\nfor the continuance of the Plan and the assumption or the substitution for such Incentive
\nAwards of new incentive awards covering the stock of a successor employer corporation, or
\na parent or subsidiary thereof, with appropriate adjustments as to the number and kind of
\nshares and prices.<\/font><\/p>\n
           (c)<\/p>\n
Adjustments under Section 12(a) and 12(b) will be made by the Committee, whose
\ndetermination as to what adjustments will be made and the extent thereof will be final,
\nbinding and conclusive. No fractional interest will be issued under the Plan on account
\nof any such adjustments.<\/font><\/p>\n
           (d)<\/p>\n
In the event a Change of Control occurs or in the event that any Person makes a filing
\nunder Sections 13(d) or 14(d) of the Exchange Act with respect to the Company, the
\nCommittee may, in its sole discretion, without obtaining shareholder approval, take any
\none or more of the following actions with respect to all Eligible Persons and
\nParticipants:<\/font><\/p>\n\n\n
 <\/td>\n           (i)<\/p>\n
Accelerate the vesting dates of any outstanding Appreciation Rights or Options,
\naccelerate the vesting dates of outstanding Restricted Units or Incentive Stock Awards or
\nthe performance period of outstanding Performance Units, or make outstanding Performance
\nUnits fully payable;<\/font><\/td>\n<\/tr>\n<\/table>\n
<\/p>\n\n\n
 <\/td>\n           (ii)<\/p>\n
Determine that all or any portion of conditions associated with any Incentive Award have
\nbeen met;<\/font><\/td>\n<\/tr>\n<\/table>\n
<\/p>\n\n\n
 <\/td>\n           (iii)<\/p>\n
Grant a cash bonus award to any of the holders of outstanding Options;<\/font><\/td>\n<\/tr>\n<\/table>\n
<\/p>\n\n\n
 <\/td>\n           (iv)<\/p>\n
Grant Appreciation Rights to holders of outstanding Options;<\/font><\/td>\n<\/tr>\n<\/table>\n
<\/p>\n\n\n
 <\/td>\n           (v)<\/p>\n
Pay cash to any or all Option holders in exchange for the cancellation of their
\noutstanding Options;<\/font><\/td>\n<\/tr>\n<\/table>\n
<\/p>\n\n\n
 <\/td>\n           (vi)<\/p>\n
Make any other adjustments or amendments to the Plan and outstanding Incentive Awards and
\nsubstitute new Incentive Awards.<\/font><\/td>\n<\/tr>\n<\/table>\n
<\/p>\n\n\n
 <\/td>\n
\nFor purposes of this Section 12(d), the following definitions shall apply:<\/font><\/td>\n<\/tr>\n<\/table>\n
<\/p>\n
10<\/font><\/p>\n
\n
<\/p>\n\n\n
<\/font><\/td>\n(A)<\/font><\/td>\nA
\n\u0093Change in Control\u0094of the Company shall have occurred when a Person, alone or
\ntogether with its Affiliates and Associates, becomes the beneficial owner of 20% or more
\nof the general voting power of the Company.<\/font><\/td>\n<\/tr>\n<\/table>\n
<\/p>\n\n\n
<\/font><\/td>\n(B)<\/font><\/td>\n\u0093Affiliate\u0094and
\n\u0093Associate\u0094shall have the respective meanings ascribed to such terms in Rule
\n12b-2 of the General Rules and Regulations under the Exchange Act.<\/font><\/td>\n<\/tr>\n<\/table>\n
<\/p>\n\n\n
<\/font><\/td>\n(C)<\/font><\/td>\n
\n\u0093Person\u0094 shall mean an individual, firm, corporation or other entity
\nor any successor to such entity, but \u0093Person\u0094 shall not include the
\nCompany, any subsidiary of the Company, any employee benefit plan or employee
\nstock plan of the Company, or any Person organized, appointed, established or
\nholding Voting Stock by, for or pursuant to the terms of such a plan or any
\nPerson who acquires 20% or more of the general voting power of the Company in a
\ntransaction or series of transactions approved prior to such transaction or
\nseries of transactions by the Board.<\/font><\/td>\n<\/tr>\n<\/table>\n
<\/p>\n\n\n
<\/font><\/td>\n(D)<\/font><\/td>\n\u0093Voting
\nStock\u0094shall mean shares of the Company\u0092s capital stock having general voting
\npower, with \u0093voting power\u0094meaning the power under ordinary circumstances (and
\nnot merely upon the happening of a contingency) to vote in the election of directors.<\/font><\/td>\n<\/tr>\n<\/table>\n
<\/p>\n
13.      General Provisions.<\/b><\/font><\/p>\n
           (a)<\/p>\n
Nothing in the Plan or in any instrument executed pursuant to the Plan will confer upon
\nany Participant who is an Employee any right to continue in the employ of the Company or
\nany of its subsidiaries or affect the right of the Company to terminate the employment of
\nsuch Participant or terminate the consulting or advisory services of any Participant at
\nany time with or without cause.<\/font><\/p>\n
           (b)<\/p>\n
No shares of Common Stock will be issued or transferred pursuant to an Incentive Award
\nunless and until all then-applicable requirements imposed by federal and state securities
\nand other laws, rules and regulations and by any regulatory agencies having jurisdiction,
\nand by any stock exchanges upon which the Common Stock may be listed, have been fully
\nmet. As a condition precedent to the issuance of shares pursuant to the grant or exercise
\nof an Incentive Award, the Company may require the Participant to take any reasonable
\naction to meet such requirements.<\/font><\/p>\n
           (c)
\n        No Participant and no beneficiary or
\nother person claiming under or through such Participant will have any right, title or
\ninterest in or to any shares of Common Stock allocated or reserved under the Plan or
\nsubject to any Incentive Award except as to such shares of Common Stock, if any, that
\nhave been issued or transferred to such Participant.<\/font><\/p>\n
           (d)<\/p>\n
The Company shall have the right to deduct from any settlement, including the delivery or
\nvesting of Incentive Awards, made under the Plan any federal, state or local taxes of any
\nkind required by law to be withheld with respect to such payments or take such other
\naction as may be necessary in the opinion of the Company to satisfy all obligations for
\nthe payment of such taxes. With respect to any nonqualified stock Option, the Committee
\nmay, in its discretion, permit the Participant to satisfy, in whole or in part, any tax
\nwithholding obligation which may arise in connection with the exercise of the
\nnonqualified stock Option by electing to have the Company withhold shares of Common Stock
\nhaving a Fair Market Value equal to the amount of the tax withholding.<\/font><\/p>\n
<\/p>\n
11<\/font><\/p>\n
\n
           (e)<\/p>\n
No Incentive Award and no right under the Plan, contingent or otherwise, will be
\ntransferable, assignable or subject to any encumbrances, pledge or charge of any nature
\nexcept that, under such rules and regulations as the Company may establish pursuant to
\nthe terms of the Plan, a beneficiary may be designated with respect to an Incentive Award
\nin the event of death of a Participant. If such beneficiary is the executor or
\nadministrator of the estate of the Participant, any rights with respect to such Incentive
\nAward may be transferred to the person or persons or entity (including a trust) entitled
\nthereto.<\/font><\/p>\n
           (f)<\/p>\n
The Company may make a loan to a Participant in connection with (i) the exercise of an
\nOption in an amount not to exceed the aggregate exercise price of the Option being
\nexercised and the amount of any federal and state taxes payable in connection with such
\nexercise for the purpose of assisting such optionee to exercise such Option and (ii) an
\nIncentive Stock Award or Performance Unit paid in Common Stock in an amount not to exceed
\nthe amount of any federal and state taxes payable upon expiration of any applicable
\nforfeiture provision, performance period or vesting period for the purpose of assisting
\nthe holder of the Incentive Stock Award or Performance Unit to enjoy the rights
\nthereunder. Any such loan may be secured by shares of Common Stock or other collateral
\ndeemed adequate by the Committee and will comply in all respects with all applicable laws
\nand regulations. The Committee may adopt policies regarding eligibility for such loans,
\nthe maximum amounts thereof and any terms and conditions not specified in the Plan upon
\nwhich such loans will be made. Such loans will bear interest at a rate determined by the
\nCommittee.<\/font><\/p>\n
           (g)<\/p>\n
The forms of Options and Appreciation Rights granted under the Plan may contain such
\nother provisions as the Committee may deem advisable.<\/font><\/p>\n
<\/p>\n
14.      Amendment and
\nTermination.<\/b><\/font><\/p>\n
           (a)
\n        The
\nBoard will have the power, in its discretion, to amend, suspend or terminate the Plan at
\nany time, subject to approval of the shareholders of the Company to the extent necessary
\nfor compliance with Rule 16b-3 under the Exchange Act or the rules of the New York Stock
\nExchange.<\/font><\/p>\n
           (b)<\/p>\n
The Committee may, with the consent of a Participant, make such modifications in the
\nterms and conditions of an Incentive Award agreement as it deems advisable.<\/font><\/p>\n
           (c)
\n        No amendment, suspension or termination
\nof the Plan will, without the consent of the Participant, alter, terminate, impair or
\nadversely affect any right or obligation under any Incentive Award previously granted
\nunder the Plan.<\/font><\/p>\n
<\/p>\n
12<\/font><\/p>\n
\n
           (d)<\/p>\n
An Appreciation Right or an Option held by a person who was an Employee at the time such
\nAppreciation Right or Option was granted will expire immediately if and when the
\nParticipant ceases to be an Employee, except as follows:<\/font><\/p>\n\n\n
 <\/td>\n           (i)<\/p>\n
If the employment of an Employee is terminated by the Company other than for cause, for
\nwhich the Company will be the sole judge, then the Appreciation Rights and Options will
\nexpire three months thereafter unless by their terms they expire sooner. During said
\nperiod, the Appreciation Rights and Options may be exercised in accordance with their
\nterms, but only to the extent exercisable on the date of termination of employment.<\/font><\/td>\n<\/tr>\n<\/table>\n
<\/p>\n\n\n
 <\/td>\n           (ii)<\/p>\n
If the Employee retires at normal retirement age or retires with the consent of the
\nCompany at an earlier date or becomes permanently and totally disabled, as determined by
\nthe Committee, while employed by the Company, the Appreciation Rights and Options of the
\nEmployee will be exercisable and expire in accordance with their terms.<\/font><\/td>\n<\/tr>\n<\/table>\n
<\/p>\n\n\n
 <\/td>\n           (iii)<\/p>\n
If an Employee dies while employed by the Company, the Appreciation Rights and Options of
\nthe Employee will become fully exercisable as of the date of death and will expire three
\nyears after the date of death unless by their terms they expire sooner. If the Employee
\ndies or becomes permanently and totally disabled as determined by the Committee within
\nthe three months referred to in subparagraph (i) above, the Appreciation Rights and
\nOptions will become fully exercisable as of the date of death or such permanent
\ndisability and will expire, in the case of death, one year after the date of such death.
\nIn the case of permanent and total disability such Options and Appreciation Rights will
\nexpire in accordance with their terms. If the Employee dies or becomes permanently and
\ntotally disabled as determined by the Committee subsequent to the time the Employee
\nretires at normal retirement age or retires with the consent of the Company at an earlier
\ndate, the Appreciation Rights and Options will fully vest as of the date of death or
\npermanent and total disability and will expire, in the case of death, one year after the
\ndate of death. In the case of permanent and total disability, such Appreciation Rights
\nand Options will expire in accordance with their terms.<\/font><\/td>\n<\/tr>\n<\/table>\n
<\/p>\n
           (e)
\n        In the event a holder of Incentive Stock
\nAwards, Performance Units or Restricted Units ceases to be an Employee, all such
\nIncentive Stock Awards, Performance Units or Restricted Units subject to restrictions at
\nthe time his or her employment terminates will be returned to the Company unless the
\nCommittee determines otherwise except as follows:<\/font><\/p>\n\n\n
 <\/td>\n           (i)
\n        In
\nthe event the holder of Incentive Stock Awards or Restricted Units ceases to be an
\nEmployee due to death all such Incentive Stock Awards or Restricted Units subject to
\nrestrictions at the time his or her employment terminates will no longer be subject to
\nsaid restrictions.<\/font><\/td>\n<\/tr>\n<\/table>\n
<\/p>\n
13<\/font><\/p>\n
\n
<\/p>\n\n\n
 <\/td>\n           (ii)
\n        If an Employee retires at normal
\nretirement age or retires with the consent of the Company at an earlier date or becomes
\npermanently and totally disabled as determined by the Committee, all such Incentive Stock
\nAwards, Performance Units and Restricted Units will continue to vest over the applicable
\nvesting or performance period provided that during these periods such Employee does not
\nengage in or assist any business that the Company, in its sole discretion, determines to
\nbe in competition with businesses engaged in by the Company.<\/font><\/td>\n<\/tr>\n<\/table>\n
<\/p>\n\n\n
 <\/td>\n           (iii)
\n        In the event a holder of Performance
\nUnits ceases to be an Employee prior to the end of a performance period applicable
\nthereto, the Committee in its sole discretion shall determine whether to make any payment
\nto the Participant in respect of such Performance Unit and the timing of such payment, if
\nany.<\/font><\/td>\n<\/tr>\n<\/table>\n
<\/p>\n
           (f)<\/p>\n
Without limiting the provisions of Section 14(d), the Committee may in its sole
\ndiscretion determine, (i) with respect to an Incentive Award, that any Participant who is
\non leave of absence for any reason will be considered as still in the employ of the
\nCompany, provided that rights to such Incentive Award during a leave of absence will be
\nlimited to the extent to which such right was earned or vested at the commencement of
\nsuch leave of absence, or (ii) with respect to any Appreciation Rights and Options of any
\nEmployee who is retiring at normal retirement age or with the consent of the Company at
\nan earlier age, or of an Employee who becomes permanently and totally disabled as
\ndetermined by the Committee, that the Appreciation Rights and\/or Options of such Employee
\nwill accelerate and become fully exercisable on a date specified by the Committee which
\nis not later than the effective date of such Employee\u0092s retirement or on a date
\nspecified by the Committee which is not later than the date that the Employee becomes
\npermanently and totally disabled as determined by the Committee.<\/font><\/p>\n
15.      Effective Date of
\nPlan and Duration of Plan.<\/b><\/font><\/p>\n
           This
\nPlan, as amended hereby, will become effective upon adoption by the Board. Unless
\npreviously terminated, the Plan will terminate on May 24, 2010 except with respect to
\nIncentive Awards then outstanding.<\/font><\/p>\n
<\/p>\n
14<\/font><\/p>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[9030],"corporate_contracts_industries":[9435],"corporate_contracts_types":[9539,9546],"class_list":["post-38328","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-tenet-healthcare-corp","corporate_contracts_industries-health__hospitals","corporate_contracts_types-compensation","corporate_contracts_types-compensation__incentive"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/38328","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=38328"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=38328"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=38328"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=38328"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}