{"id":39617,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/employment-agreement-tenet-healthcare-corp-and-david-dennis.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"employment-agreement-tenet-healthcare-corp-and-david-dennis","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/employment-agreement-tenet-healthcare-corp-and-david-dennis.html","title":{"rendered":"Employment Agreement &#8211; Tenet Healthcare Corp. and David Dennis"},"content":{"rendered":"<pre>                                 [LETTERHEAD]\n\n\nAlan R. Ewalt\nExecutive Vice President\nHuman Resources\nDir Tel 805.563.7038\nDir Fax 805.563.7091\n\nFebruary 18, 2000\n\n                            PERSONAL &amp; CONFIDENTIAL\n\nDavid Dennis\n12916 Evanston\nLos Angeles, CA 90049\n\nDear Mr. Dennis:\n\n    I am pleased to confirm the offer for you to become Vice Chairman, Chief \nCorporate Officer and Chief Financial Officer for Tenet Healthcare \nCorporation in the Office of the President in Santa Barbara, effective \nMarch 1, 2000. You will report directly to Jeffrey Barbakow, Chairman and Chief \nExecutive Officer.\n\n1.  COMPENSATION AND BENEFITS: You will be entitled to compensation and \nbenefits as follows:\n\n         a. BASE COMPENSATION: Your base salary will be at the rate of \n$600,000 per year, payable bi-weekly.\n\n         b. ANNUAL INCENTIVE PLAN: You will participate in the Annual \nIncentive Plan (AIP) with your target award percentage for the balance of \nFiscal Year 2000 to be 60% with a maximum award of 90% of target and a growth \naward level to be determined. Fiscal Year 2001 you will be designated a \n162(m) executive and the target award percentage will be increased to 78%.\n\n         c. CAR ALLOWANCE: You will receive a car allowance in the amount of \n$23,500 per year paid bi-weekly.\n\n         d. BENEFIT: You will be eligible to participate in all other \nstandard employee benefits, including health, life, dental, vision, long-term \ndisability, 401(K) retirement savings, Executive Deferred Compensation (EDC) \nand Employee Stock Purchase Plan (ESPP). Your health plan coverage begins on \nthe first of the month following ninety (90) days of employment. Tenet will \nreimburse you for COBRA premiums during that ninety (90) day period to ensure \ncontinuity of coverage. You will participate in the Tenet health plan with no \nlimitations on pre-existing conditions. You may enroll in the Tenet 401(K) \nplan on the first of the month following ninety (90) days of employment. \nTenet will match dollar-for-dollar the first 3% of salary contribution you \nmake to the plan beginning one year from your date of hire. Until you are \neligible for that match, you may participate in the Executive Deferred \nCompensation Plan and receive the 3% match in this non-qualified plan.\n\n         e. COUNTRY CLUB MEMBERSHIPS: You will receive reimbursement for \nannual membership fees for the Regency Club, Jonathan Club, your Los Angeles \ncountry club, and an appropriate Santa Barbara club.\n\n         f. EXECUTIVE MEDICAL: You will participate in Tenet's ExecuPlan \nwhich provides reimbursement for out of pocket health and dental expenses and \npremiums up to an annual level of $10,000.\n\n         g. STOCK OPTIONS: You will receive a multi-year grant of 450,000 \nTenet non-qualified options vesting 1\/3 each year with the first third \nvesting one year from February 18, 2000 (the date of grant). The options will \nbe priced at market closing on the grant date. The next scheduled option \ngrant will be three years from this initial grant.\n\n         h. TENDEX: You will be given the opportunity to buy into Tendex at \nthe next round at the same level as Tenet's former CFO but at the then \ncurrent price.\n\n\n\nMr. David Dennis\nFebruary 18, 2000\nPage 2\n\n\n         i. SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN (SERP): You will be named \na participant in the SERP. On an exception basis, the Compensation and Stock \nOption Committee has approved granting you an additional year of service \ncredit for each year of actual service with Tenet for your first five years \nof employment. Enclosed is a brochure describing the plan in more detail. \nUnder separate cover, I will be sending you enrollment materials.\n\n         j. SEVERANCE PROTECTION AGREEMENT: You will participate in the Tenet \nSeverance Protection Plan at the same level provided to our current Chairman \nand President which provides acceleration of stock option vesting, severance \nequal to two times base salary plus target bonus, benefits continuation and \nlegal fees reimbursement for a qualifying termination following a change of \ncontrol of Tenet. No severance is due in the event of a termination for \n\"cause\" described below or voluntary termination except as provided under the \nPlan for \"good reason\".\n\n            Absent of a change of control, should your employment with Tenet \nbe terminated by the company without cause within three years from this date, \nyou shall receive severance benefits of two years' salary and benefits \ncontinuation (excluding AIP). You may not receive benefits both under this \nseverance arrangement and any other severance program, plan or arrangement \nwith Tenet. You will be paid under the plan, program or arrangement for which \nyou are eligible which provides the greatest benefit.\n\n2. EMPLOYMENT STATUS: As a condition of employment, you agree to abide by all \nof Tenet's Human Resources policies including Tenet's Fair Treatment process \nwhich includes final and binding Arbitration as a resolution of any grievance \nthat results from your employment or termination of employment with Tenet \nHealthcare Corporation.\n\n            Your employment with the company will be on an at-will basis \nwhich means that either you or the company may terminate the employment \nrelationship with or without notice or with or without cause at any time. The \nterm \"cause\" as used above shall include, but not be limited to, dishonesty, \nfraud, willful misconduct, self dealing or violation of the company's \nStandards of Conduct, breach of fiduciary duty (whether or not involving \npersonal profit), failure, neglect or refusal to perform your duties in any \nmaterial respect, violation of law (except traffic violations or similar \nminor infractions), violation of the company's Human Resources Operations or \nother Policies, or any material breach of this agreement; provided, however, \nthat a failure to achieve or meet business objectives as defined by the \ncompany shall not be considered \"cause\" so long as you have devoted your best \nand good faith efforts and full attention to the achievement of those \nbusiness objectives.\n\n            As with all prospective Tenet employees, this offer is contingent \nupon satisfactory background checks and your successfully passing a standard \ndrug screening examination prior to beginning work.\n\n            David, assuming these terms are agreeable, please sign this \nletter indicating your acceptance and return to me.\n\n            We are enthusiastic about you accepting this new assignment. \nPlease call me if you have any questions.\n\nSincerely,                                  ACCEPTED AND AGREED TO:\n\n  \/s\/ Alan R. Ewalt                           \/s\/ David Dennis      2\/23\/00\n----------------------                      -------------------- ------------\nAlan R. Ewalt                               David Dennis          Date\nEVP, Human Resources\n\nc: Jeffrey Barbakow\n\n\n\n                                    TERM SHEET\n                                    ----------\n\n\nName:                    David Dennis\n\nPosition:                Vice Chairman, Chief Corporate Officer and \n                         Chief Financial Officer\n\nReports to:              Chairman and CEO\n\nStart Date:              March 1, 2000\n\nBase Salary:             $600,000\n\nNext Salary Review:      June 1, 2001\n\nAnnual Incentive Plan\n  Target Award:          60% (78% if 162(m) executive for FY 2001) \n                         Award will be pro rated for balance of FY 2000.\n\nStock Options:           Multi-year grant of 450,000 non-qualified options\n                         vesting 1\/3 each year with the first third vesting \n                         one year from the date of grant. The next scheduled \n                         grant to be three years from initial grant.\n\nTendex:                  Will be given opportunity to buy into Tendex at next \n                         round at same level as former CFO but at then current\n                         price.\n\nAuto Allowance:          $23,500 per year\n\nExecutive Medical Plan:  $10,000 annual maximum benefit\n\nSERP:                    Will receive two years of service credit for each \n                         year of actual service during first five years in SERP.\n\nChange of Control:       Will be eligible for benefit of two times base salary \n                         plus target bonus for qualifying termination following\n                         a change of control of Tenet. All Tenet options will \n                         vest on change of control.\n\nBenefits:                Will be eligible to participate in all other standard\n                         employee benefits, including health, life, dental, \n                         vision, long-term disability, 401(K) retirement\n                         savings, Executive Deferred Compensation (EDC) and\n                         Employee Stock Purchase Plan (ESPP).\n\nClub Memberships:        Will receive reimbursement for annual membership fee\n                         for country club, Regency Club, Jonathan Club and \n                         appropriate Santa Barbara club.\n\nRelocation:              To be determined based upon need.\n\n<\/pre>\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":[9539,9544],"class_list":["post-39617","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__employment"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/39617","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=39617"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=39617"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=39617"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=39617"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}