{"id":40479,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/separation-and-continuing-employment-agreement-tenet-healthcare.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"separation-and-continuing-employment-agreement-tenet-healthcare","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/separation-and-continuing-employment-agreement-tenet-healthcare.html","title":{"rendered":"Separation and Continuing Employment Agreement &#8211; Tenet Healthcare Corp. and Trevor Fetter"},"content":{"rendered":"<pre>               SEPARATION AND CONTINUING EMPLOYMENT AGREEMENT\n\n     This Separation and Continuing Employment Agreement (\"AGREEMENT\") is \nentered into this 1st day of March, 2000, by and between Tenet Healthcare \nCorporation (\"TENET\") and Mr. Trevor Fetter )\"MR. FETTER\") who agree as \nfollows:\n\n     WHEREAS, Mr. Fetter has been employed as Chief Corporate Officer and \nChief Financial Officer for Tenet;\n\n     WHEREAS, Tenet has made a strategic decision to invest in and develop an \ninternet-based technology which enables group purchasing to be conducted \nelectronically which business shall be run through a joint venture company \n(\"BROADLANE, INC.\") established by Tenet (currently the majority shareholder) \nand Ventro Corporation;\n\n     WHEREAS, Mr. Fetter has been instrumental in developing the Broadlane, \nInc. venture;\n\n     WHEREAS, Tenet desires that Mr. Fetter assume the position of Chief \nExecutive Officer of Broadlane, Inc. and that Broadlane, Inc. assume \nresponsibility for a portion of Tenet's corporate material resource \nmanagement operations and its group purchasing functions through a management \nservice (outsourcing) agreement;\n\n     WHEREAS, Tenet desires to retain the services of Mr. Fetter as a \npart-time employee to consult with Tenet and assist it on matters with which \nMr. Fetter had knowledge or experience while an executive with Tenet as well \nas other matters that are within his area of business expertise and skill; and\n\n     WHEREAS, Mr. Fetter agrees to resign his full-time employment with Tenet \nto assume the position of Chief Executive Officer of Broadlane, Inc. and to \nenter into part-time employment with Tenet pursuant to the terms of this \nAgreement.\n\n     NOW, THEREFORE, the parties hereto agree as follows:\n\n1.   COMMENCEMENT DATE: Mr. Fetter's last day of full-time employment with \nTent will be February 29, 2000 (\"RESIGNATION DATE\").  Mr. Fetter's part-time \nemployment will commence on March 1, 2000.  As a part-time employee, Mr. \nFetter will not have an implied right of authority to assume or create any \nobligation or responsibility on behalf of or in the name of Tenet, except as \notherwise specifically provided for in this Agreement or pursuant to express \nauthorization from Tenet or its authorized employees.\n\n\n                                    1 of 8\n\n\n\n2.   SEPARATION COMPENSATION AND BENEFITS:  Tenet will pay Mr. Fetter all \npast compensation due Mr. Fetter for his services as Chief Corporate Officer \nand Chief Financial Officer as of the Resignation Date. Any unused Manager's \nTime Off benefits that Mr. Fetter had as of the time of his resignation shall \ntransfer to Broadlane, Inc. and shall be immediately available for use by Mr. \nFetter.  In addition, Mr. Fetter and Tenet agree that Mr. Fetter will receive \none hundred percent (100%) of the Tenet FY2000 Annual Incentive Plan (\"AIP\") \naward that Mr. Fetter would have been eligible for had he continued his \nfull-time employment with Tenet through August 2000, at which time the award \nshall be payable to Mr. Fetter.\n\n3.   PART-TIME EMPLOYMENT COMPENSATION AND BENEFITS:\n\n     a.  The term of Mr. Fetter's part-time employment with Tenet shall be \nfor a period of forty-two (42) months commencing on March 1, 2000 and ending \non August 31, 2003 hereafter (the \"TERM OF EMPLOYMENT\").  During the Term of \nEmployment, Mr. Fetter will report to the Chairman and CEO of Tenet and \nprovide the following services:\n\n         (1) assist Tenet in seeking to strengthen and build upon its \n     BuyPower business relationships;\n\n         (2) assist Tenet in seeking to convert its BuyPower customers to \n     Broadlane, Inc.;\n\n         (3) provide advice to Tenet on E-commerce technology and other \n     internet business opportunities; and\n\n         (4) provide advice and\/or assistance to Tenet on matters that were \nwithin Mr. Fetter's knowledge and experience while employed as its Chief \nCorporate Officer and Chief Financial Officer.\n\n     Mr. Fetter shall make himself available for such services at mutually \nconvenient time(s) and place(s) upon notice from Tenet's Chairman and CEO or \nhis\/her authorized designee.  Tenet shall compensate Mr. Fetter for such \nservices at the rate of six thousand five-hundred dollars ($6,500.00) per \nmonth ($78,000 per year) for each of the forty-two (42) months of \nemployment under this Agreement for a total compensation of two hundred \nseventy-three thousand dollars ($273,000).  Such compensation shall be paid \nbi-weekly throughout the Term of Employment, less all tax deductions and \nother withholdings.  In addition, Tenet will reimburse Mr. Fetter for all \nactual documented reasonable out-of-pocket expenses necessarily incurred in \nproviding his services under this Agreement, including, without limitation, \ntravel, lodging and meals.\n\n     b.  Tenet and Mr. Fetter further agree that Mr. Fetter's stock options \ngranted by Tenet in shares of its common stock (the \"TENET OPTIONS\") shall \ncontinue to vest during the Term of Employment, so long as he remains a \npart-time employee of Tenet, but in no\n\n\n                                    2 of 8\n\n\n\nevent longer than the initial term of the options. Upon Mr. Fetter's \ntermination of part-time employment with Tenet, Mr. Fetter shall have ninety \n(90) days to exercise any and all vested Tenet Options.\n\n     c.  Mr. Fetter and his dependents shall continue to receive health and \nwelfare benefits under Tenet's benefit plans on the same cost basis as when \nMr. Fetter was employed full-time until such time as he is eligible for \nbenefits under Broadlane, Inc.'s health and welfare benefits plan.  Tenet \nshall include Mr. Fetter as an eligible member of the applicable plan.\n\n     d.  Mr. Fetter and Tenet agree that although Mr. Fetter is a participant \nin Tenet's Supplemental Executive Retirement Plan (\"SERP\"), he is not \ncurrently entitled to receive any payment of his SERP benefits.  Mr. Fetter \nunderstands and agrees that he will not accrue additional SERP benefits as a \npart-time employee of Tenet under this Agreement, however, if Mr. Fetter \nreturns to full-time employment with Tenet upon the termination of his \nemployment under this Agreement, he will be provided SERP credit for all the \ntime he was employed pursuant to this Agreement, and he will be reinstated \ninto the SERP plan irrespective of the title and executive position he \nultimately accepts upon his return as a full-time employee.  If, on the other \nhand, Mr. Fetter fails to return to full-time employment with Tenet, he will \nbe entitled to only those SERP benefits which had accrued as of February 29, \n2000.\n\n     e.  Except as expressly provided herein, given the part-time nature of \nMr. Fetter's employment, he shall not be entitled to any other fringe \nbenefits offered by Tenet to its employees.\n\n4.   TENET REPRESENTATIONS AND WARRANTIES:  Tenet hereby represents and \nwarrants each of the following which Mr. Fetter has relied on in entering \ninto this Agreement and in consenting to the terms of the release contained \nbelow:\n\n     a.  With respect to the amendments made to the SERP as described more \nfully in paragraph 3(d) above, Tenet has the authority, pursuant to the terms \nof each respective plan to amend the terms thereof through an agreement with a \nplan participant and that such amendment shall be valid and binding on Tenet \nand any successor to Tenet's business whether through asset sale, merger, \nconsolidation or any corporate restructuring;\n\n     b.  The terms of Tenet's health and welfare benefit plan permit the \ninclusion of Mr. Fetter and his dependents as individuals entitled to \ncoverage under the plan; and\n\n     c.  Tenet's agreement to extend the period during which Mr. Fetter's \nTenet Options will vest, as set forth in paragraph 3b above, is permitted \nunder the terms of Tenet's stock option plan, and such extension shall be \nbinding on Tenet and any successor to Tenet's business whether through asset \nsale, merger, consolidation or any corporate\n\n\n                                    3 of 8\n\n\n\n\nrestructuring.\n\n5.     TERMINATION ONLY FOR CAUSE: This Agreement may be terminated by Tenet \nprior to its term only for \"cause\". The term \"cause\" is defined as: \ndishonesty, fraud, willful misconduct, breach of fiduciary duty, violation of \nlaw in performing job duties (except traffic violations, or similar minor \ninfractions), or a willful breach of this Agreement where such breach results \nin demonstrably material injury to Tenet or any of its affiliates.\n\n6.     OFFICE SPACE: Tenet agrees to provide suitable office space and a \ndedicated administrative assistant for use by Mr. Fetter in its Santa Barbara \nheadquarters for the period from March 1, 2000 through May 31, 2002 and Tenet \nwill provide Mr. Fetter use of an unstaffed office at its Dallas Operations \nCenter for the period from March 1, 2000 through May 31, 2001. After said \ndates Tenet will provide Mr. Fetter such office space and clerical assistance \nas is necessary in order for him to perform the duties required of him by \nthis Agreement.\n\n7.     CONFIDENTIAL INFORMATION: Mr. Fetter agrees that all confidential \ninformation that comes or has come into his possession by reason of his past \nor present employment with Tenet is the property of Tenet and shall not be \nused except in the course of employment by Tenet and for Tenet's exclusive \nbenefit. Further, Mr. Fetter shall not, during his employment or thereafter, \ndisclose or acknowledge the content of any confidential information to any \nperson who is not an employee, officer or director of Tenet authorized to \npossess such confidential information. \"Confidential information\" means all \nproprietary and other confidential information relating to the business and \noperations of Tenet. Confidential information includes by way of illustration \nand without limitation: trade secrets, business plans, marketing plans and \nstrategies, pricing information, financial data, customer, patient and \nsupplier information, regulatory approval strategies, new service line and \ncontract products, and other information that was developed, assembled, \ngathered by, or originated with Tenet for its own private use. \nNotwithstanding, nothing herein is intended to preclude the use or disclosure \nof such information by Mr. Fetter as is necessary to the performance of his \nduties under this Agreement and in furtherance of Tenet's best interests, or \nas required by applicable law, or as otherwise authorized by Tenet. Mr. \nFetter agrees that upon the termination of his employment with Tenet, he will \ndeliver all documents, writings, electronic storage devices, and other \ntangible things containing any confidential information to Tenet without \nmaking or retaining copies, excerpts, or notes of such information. Under no \ncircumstances, however, shall this paragraph 7 be interpreted in any way to \nrestrict or otherwise prevent Mr. Fetter from fully performing his employment \nduties on behalf of Broadlane.\n\n8.     NON-COMPETITION\/NON-INTERFERENCE: During any periods of time that he is \nreceiving payments from Tenet or a successor, as provided herein, Mr. Fetter \nwill not compete, directly or indirectly, with Tenet in any market where \nTenet does business. \"Compete\" means and includes rendering services, \naccepting employment, consultation, or any other\n\n\n                                   4 of 8\n\n\n\nbusiness relationship with any company, association, affiliation, consortium, \nor other for-profit or not-for-profit organization that provides acute care \ngeneral hospital health care services, or any other line of business that \nconstitutes at least ten percent (10%) of Tenet's annual revenue volume. Mr. \nFetter also agrees that during the periods stated in this paragraph, he will \nnot (i) directly or indirectly solicit or encourage in any manner the \nresignation or reaffiliation of any employee, physician, contractor, or \nprofessional health care provider that is employed by, affiliated or \nassociated with Tenet or any affiliated entity; (ii) directly or indirectly \nsolicit or divert customers, vendors, or business of Tenet of any affiliated \nentity; or (iii) attempt to influence, directly or indirectly, any person or \nentity to cease, reduce, alter or rearrange any business relationship with \nTenet or any affiliated entity. The provisions of this paragraph 8 shall \napply irrespective of the type or reason for termination of employment. Tenet \nhereby acknowledges and consents to Mr. Fetter's employment as Chairman and \nChief Executive Officer of Broadlane, Inc. Accordingly, Tenent agrees that \nthe restrictive covenants and non-solicitation provisions of this paragraph 8 \nshall not apply to Mr. Fetter's employment with Broadlane (or its successors \nor permitted assigns). Mr. Fetter acknowledges and agrees that he considers \nthe restrictions set forth in this paragraph to be reasonable both \nindividually and in the aggregate, and that the duration, geographic scope, \nextent and application of each of these restrictions are no greater than is \nnecessary for the protection of Tenet's legitimate interests. It is the \ndesire and intent of Mr. Fetter and Tenet that the provisions of this \nparagraph shall be enforced to the fullest extent possible under the laws and \npublic policies of the State of California, or where applicable, under the \nlaws of each jurisdiction in which enforcement is sought. Tenet and Mr. \nFetter further agree that if any particular provision or portion of this \nparagraph shall be adjudicated to be invalid or unenforceable, such \nadjudication shall apply only with respect to the operation of such provision \nin the particular jurisdiction in which such adjudication is made. Tenet and \nMr. Fetter further agree that in the event that any restriction herein shall \nbe found to be void or unenforceable but would be valid or enforceable if \nsome part or parts thereof were deleted or the period or area of application \nreduced, such restriction shall apply with modification as may be necessary \nto make it valid, and Mr. Fetter and Tenet empower a court or arbitrator \nhereunder of competent jurisdiction, to modify, reduce or otherwise reform \nsuch provision(s) in such fashion as to carry out the parties' intent to \ngrant Tenet the maximum allowable protection consistent with the applicable \nlaw and facts and the express exceptions contained herein.\n\n9.     ENFORCEMENT\/SEVERABILITY\/REFORMATION: The parties agree that a breach \nor threatened breach of any protective or restrictive provisions contained in \nparagraphs 7 and 8 above will cause immediate irreparable harm to Tenet for \nwhich legal remedies alone are inadequate to compensate. Therefore, Mr. \nFetter agrees that these provisions shall be enforceable by equitable process \nof injunction in addition to, but without limitation of, any monetary \ndamages, sanctions or other legal remedies available, plus recovery by Tenet \nof its reasonable attorney's fees and expenses incurred in enforcing these \nprovisions. The parties further agree that in the event that any provisions \nof this Agreement are declared invalid or unenforceable, as written, the \nremaining provisions shall not be abridged or\n\n\n\n                                   5 of 8\n\n\naffected.\n\n10.    DUTY OF COOPERATION: During the term of this Agreement, Mr. Fetter \nwill cooperate fully with Tenet, upon request, up to a maximum of twenty (20) \nhours per month in relation to the defense, prosecution or other involvement \nin any continuing or future claims, lawsuits, charges, and internal or \nexternal investigations which arise out of events or business matters which \neither have occurred, or will occur, during Mr. Fetter's employment by Tenet, \nand for which Mr. Fetter has or had knowledge and\/or responsibility in his \nposition as Chief Corporate Officer and Chief Financial Officer. Such \ncontinuing duty of cooperation shall include making himself available to \nTenet, upon reasonable notice, for depositions, interviews, and appearance as \na witness, and furnishing information to Tenet and its legal counsel upon \nrequest. Tenet will reimburse actual documented reasonable out-of-pocket \nexpenses necessarily incurred in assisting Tenet in this manner, such as \ntravel, lodging and meals. Nothing in this paragraph is intended to cause Mr. \nFetter to waive his rights to protect his own legal interests in the event of \na lawsuit or legal claim against Tenet or Mr. Fetter. The parties agree that \nno provision of this paragraph shall be construed or interpreted in any way \nto limit, restrict or preclude either party hereto from cooperating with any \ngovernmental agency in the performance of its investigatory or other lawful \nduties. In addition, Mr. Fetter at all times will retain any and all rights \nof indemnification agreements for any alleged act or failure to act on his \npart within the course and scope of Mr. Fetter's employment with Tenet.\n\n\n\n                                   6 of 8\n\n\n\n11. RETURN OF ALL PROPERTY: Mr. Fetter shall further return to Tenet all \nproperty in his possession or control which Tenet has not permitted him to \nretain, including, without limitation, equipment, telephones, credit cards, \nkeys, pagers, tangible proprietary information, documents, computers and \ncomputer discs, files and data, which Mr. Fetter prepared or obtained during \nthe course of his employment with Tenet.\n\n12. FAIR TREATMENT PROCESS: Mr. Fetter acknowledges that he has received a \ncopy of Tenet's Fair Treatment Process (the \"FTP\") and has had an opportunity \nto review the FTP prior to executing this Agreement. The FTP and its \nprovisions shall be deemed incorporated into this Agreement. Mr. Fetter and \nTenet agree to the full extent permitted by law that in lieu of a jury trial, \nany dispute over the validity, enforcement, scope, breach or Interpretation \nof this Agreement and any dispute regarding unreleased claims or future \nclaims between the parties. If any, shall be submitted and\/or resolved in \naccordance with the terms of the FTP and any successor thereto, including \nfinal and binding arbitration pursuant to the provisions of the applicable \nEmployment Dispute Resolution Rules of the American Arbitration Association.\n\n13. ENTIRE AGREEMENT: Except for the various plan documents which relate to \nthe employee benefits provided herein, this Agreement contains the entire \nagreement and understanding between Tenet and Mr. Fetter relating to his \nseparation from full time employment and commencement of part time \nemployment with Tenet, and is intended to supersede all prior negotiations \nand agreements proposed or otherwise, whether written or oral, concerning the \nsubject matter hereof. This is an integrated document.\n\n16. SUCCESSORS AND ASSIGNS: This Agreement shall be binding upon and shall \ninure to the benefit of Mr. Fetter, Tenet and the Tenet Releasees and their \nrespective heirs, administrators, successors and assigns.\n\n17. COUNTERPARTS: This Agreement may be executed in counterparts, and each \ncounterpart when executed shall have the efficacy of a signed original. \nPhotographic copies of such signed counterparts may be used in lieu of the \noriginals for any purpose.\n\n18. CHOICE OF LAW: This Agreement shall be construed and enforced in \naccordance with, and governed by, the laws of California.\n\n19. VOLUNTARINESS: Mr. Fetter represents and affirms that he has carefully \nread and fully understands the provisions of this Agreement and that he is \nvoluntarily entering into this Agreement.\n\n    IN WITNESS HEREOF, the parties have agreed to be bound by the terms of \nthis Agreement commencing on the date first written in the introductory \nparagraph above.\n\n\n                                     7 of 8\n\n\n\n\n\n\n\n\nDated:\n      ---------------------------, 2000    ------------------------------------\n                                           Trevor Fetter\n\n\n                                           TENET HEALTHCARE CORPORATION\n\nDated\n     ----------------------------, 2000   By\n                                            -----------------------------------\n\n                                          Its\n                                             ----------------------------------\n\n\n                                     8 of 8\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-40479","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\/40479","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=40479"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=40479"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=40479"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=40479"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}