{"id":40670,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/supplemental-executive-retirement-plan-tenet-healthcare-corp.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"supplemental-executive-retirement-plan-tenet-healthcare-corp","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/supplemental-executive-retirement-plan-tenet-healthcare-corp.html","title":{"rendered":"Supplemental Executive Retirement Plan – Tenet Healthcare Corp."},"content":{"rendered":"
TENET HEALTHCARE CORPORATION<\/b><\/font><\/p>\n
\n\n\n
AMENDED AND RESTATED<\/b><\/font><\/p>\n
\n\n\n
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN<\/b><\/font><\/p>\n
\n\n\n
As of October 9, 2001<\/b><\/font><\/p>\n













\n\n\n
Originally Dated November 1, 1984<\/b><\/font><\/p>\n\n\n
Amended May 21, 1986<\/b><\/font><\/p>\n\n\n
Amended April 25, 1994<\/b><\/font><\/p>\n\n\n
Amended July 25, 1994<\/b><\/font><\/p>\n\n\n
Amended January 28, 1997<\/b><\/font><\/p>\n\n\n
Restated as of May 31, 1998<\/b><\/font><\/p>\n\n\n
Amended and Restated as of October 9, 2001<\/b><\/font><\/p>\n\n\n
 <\/font><\/p>\n
\n\n\n\n\n\n\n\n\n\n
TENET HEALTHCARE CORPORATION
\nAMENDED AND RESTATED
\nSUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
\nTABLE OF CONTENTS<\/b><\/font><\/p>\n
\n\n\n<\/pre>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/font><\/th>\n<\/th>\nPage<\/u><\/font><\/th>\n<\/tr>\n
Section 1 \u0096 Statement of Purpose<\/b><\/font><\/td>\n <\/font><\/td>\n1<\/font><\/td>\n <\/font><\/td>\n<\/tr>\n
 <\/font><\/td>\n <\/font><\/td>\n<\/tr>\n
Section 2 \u0096 Definitions<\/b><\/font><\/td>\n <\/font><\/td>\n1<\/font><\/td>\n <\/font><\/td>\n<\/tr>\n
 <\/font><\/td>\n <\/font><\/td>\n<\/tr>\n
       2.1      Acquisition<\/font><\/td>\n <\/font><\/td>\n1<\/font><\/td>\n <\/font><\/td>\n<\/tr>\n
       2.2      Actual Final Average Earnings<\/font><\/td>\n <\/font><\/td>\n1<\/font><\/td>\n <\/font><\/td>\n<\/tr>\n
       2.3      Agreement<\/font><\/td>\n <\/font><\/td>\n1<\/font><\/td>\n <\/font><\/td>\n<\/tr>\n
       2.4      Committee<\/font><\/td>\n <\/font><\/td>\n1<\/font><\/td>\n <\/font><\/td>\n<\/tr>\n
       2.5      Change of Control<\/font><\/td>\n <\/font><\/td>\n2<\/font><\/td>\n <\/font><\/td>\n<\/tr>\n
       2.6      Date of Employment<\/font><\/td>\n <\/font><\/td>\n2<\/font><\/td>\n <\/font><\/td>\n<\/tr>\n
       2.7      Date of Enrollment<\/font><\/td>\n <\/font><\/td>\n3<\/font><\/td>\n <\/font><\/td>\n<\/tr>\n
       2.8      Disability<\/font><\/td>\n <\/font><\/td>\n3<\/font><\/td>\n <\/font><\/td>\n<\/tr>\n
       2.9      Early Retirement<\/font><\/td>\n <\/font><\/td>\n3<\/font><\/td>\n <\/font><\/td>\n<\/tr>\n
       2.10    Earnings<\/font><\/td>\n <\/font><\/td>\n4<\/font><\/td>\n <\/font><\/td>\n<\/tr>\n
       2.11    Eligible Children<\/font><\/td>\n <\/font><\/td>\n4<\/font><\/td>\n <\/font><\/td>\n<\/tr>\n
       2.12    Employee<\/font><\/td>\n <\/font><\/td>\n4<\/font><\/td>\n <\/font><\/td>\n<\/tr>\n
       2.13    Employment or Service<\/font><\/td>\n <\/font><\/td>\n4<\/font><\/td>\n <\/font><\/td>\n<\/tr>\n
       2.14    Existing Retirement Benefit Plans Adjustment Factor<\/font><\/td>\n <\/font><\/td>\n4<\/font><\/td>\n <\/font><\/td>\n<\/tr>\n
       2.15    Final Average Earnings<\/font><\/td>\n <\/font><\/td>\n5<\/font><\/td>\n <\/font><\/td>\n<\/tr>\n
       2.16    Normal Retirement<\/font><\/td>\n <\/font><\/td>\n6<\/font><\/td>\n <\/font><\/td>\n<\/tr>\n
       2.17    Participant<\/font><\/td>\n <\/font><\/td>\n6<\/font><\/td>\n <\/font><\/td>\n<\/tr>\n
       2.18    Prior Service Credit Percentage<\/font><\/td>\n <\/font><\/td>\n6<\/font><\/td>\n <\/font><\/td>\n<\/tr>\n
       2.19    Projected Earnings<\/font><\/td>\n <\/font><\/td>\n6<\/font><\/td>\n <\/font><\/td>\n<\/tr>\n
       2.20    Projected Final Average Earnings<\/font><\/td>\n <\/font><\/td>\n6<\/font><\/td>\n <\/font><\/td>\n<\/tr>\n
       2.21    Subsidiary<\/font><\/td>\n <\/font><\/td>\n7<\/font><\/td>\n <\/font><\/td>\n<\/tr>\n
       2.22    Surviving Spouse<\/font><\/td>\n <\/font><\/td>\n7<\/font><\/td>\n <\/font><\/td>\n<\/tr>\n
       2.23    Termination of Employment<\/font><\/td>\n <\/font><\/td>\n7<\/font><\/td>\n <\/font><\/td>\n<\/tr>\n
       2.24    Year<\/font><\/td>\n <\/font><\/td>\n7<\/font><\/td>\n <\/font><\/td>\n<\/tr>\n
       2.25    Year of Service<\/font><\/td>\n <\/font><\/td>\n7<\/font><\/td>\n <\/font><\/td>\n<\/tr>\n
 <\/font><\/td>\n <\/font><\/td>\n<\/tr>\n
Section 3 \u0096 Retirement Benefits<\/b><\/font><\/td>\n <\/font><\/td>\n8<\/font><\/td>\n <\/font><\/td>\n<\/tr>\n
 <\/font><\/td>\n <\/font><\/td>\n<\/tr>\n
       3.1      Normal Retirement<\/font><\/td>\n <\/font><\/td>\n8<\/font><\/td>\n <\/font><\/td>\n<\/tr>\n
       3.2      Early Retirement Benefit<\/font><\/td>\n <\/font><\/td>\n9<\/font><\/td>\n <\/font><\/td>\n<\/tr>\n
       3.3      Vesting of Retirement Benefit<\/font><\/td>\n <\/font><\/td>\n11<\/font><\/td>\n <\/font><\/td>\n<\/tr>\n
       3.4      Termination Benefit<\/font><\/td>\n <\/font><\/td>\n12<\/font><\/td>\n <\/font><\/td>\n<\/tr>\n
       3.5      Duration of Benefit Payment<\/font><\/td>\n <\/font><\/td>\n14<\/font><\/td>\n <\/font><\/td>\n<\/tr>\n
       3.6      Recipients of Benefit Payments<\/font><\/td>\n <\/font><\/td>\n14<\/font><\/td>\n <\/font><\/td>\n<\/tr>\n
       3.7      Disability<\/font><\/td>\n <\/font><\/td>\n15<\/font><\/td>\n <\/font><\/td>\n<\/tr>\n<\/table>\n
 <\/font><\/p>\n
\n
<\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/font><\/th>\n<\/font><\/th>\n<\/tr>\n
       3.8      Change of Control<\/font><\/td>\n <\/font><\/td>\n15<\/font><\/td>\n <\/font><\/td>\n<\/tr>\n
       3.9      Golden Parachute Cap<\/font><\/td>\n <\/font><\/td>\n17<\/font><\/td>\n <\/font><\/td>\n<\/tr>\n
 <\/font><\/td>\n <\/font><\/td>\n<\/tr>\n
Section 4 \u0096 Payment<\/b><\/font><\/td>\n <\/font><\/td>\n18<\/font><\/td>\n <\/font><\/td>\n<\/tr>\n
 <\/font><\/td>\n <\/font><\/td>\n<\/tr>\n
       4.1      Commencement of Payments<\/font><\/td>\n <\/font><\/td>\n18<\/font><\/td>\n <\/font><\/td>\n<\/tr>\n
       4.2      Withholding; Unemployment Taxes<\/font><\/td>\n <\/font><\/td>\n18<\/font><\/td>\n <\/font><\/td>\n<\/tr>\n
       4.3      Recipients of Payments<\/font><\/td>\n <\/font><\/td>\n18<\/font><\/td>\n <\/font><\/td>\n<\/tr>\n
       4.4      No Other Benefits<\/font><\/td>\n <\/font><\/td>\n18<\/font><\/td>\n <\/font><\/td>\n<\/tr>\n
       4.5      Lump Sum Distributions<\/font><\/td>\n <\/font><\/td>\n19<\/font><\/td>\n <\/font><\/td>\n<\/tr>\n
 <\/font><\/td>\n <\/font><\/td>\n<\/tr>\n
Section 5 \u0096 Conditions Related to Benefits<\/b><\/font><\/td>\n <\/font><\/td>\n23<\/font><\/td>\n <\/font><\/td>\n<\/tr>\n
 <\/font><\/td>\n <\/font><\/td>\n<\/tr>\n
       5.1      Administration of Plan<\/font><\/td>\n <\/font><\/td>\n23<\/font><\/td>\n <\/font><\/td>\n<\/tr>\n
       5.2      No Right to Assets<\/font><\/td>\n <\/font><\/td>\n23<\/font><\/td>\n <\/font><\/td>\n<\/tr>\n
       5.3      No Employment Rights<\/font><\/td>\n <\/font><\/td>\n24<\/font><\/td>\n <\/font><\/td>\n<\/tr>\n
       5.4      Right to Terminate or Amend<\/font><\/td>\n <\/font><\/td>\n24<\/font><\/td>\n <\/font><\/td>\n<\/tr>\n
       5.5      Eligibility<\/font><\/td>\n <\/font><\/td>\n25<\/font><\/td>\n <\/font><\/td>\n<\/tr>\n
       5.6      Offset<\/font><\/td>\n <\/font><\/td>\n25<\/font><\/td>\n <\/font><\/td>\n<\/tr>\n
       5.7      Conditions Precedent<\/font><\/td>\n <\/font><\/td>\n25<\/font><\/td>\n <\/font><\/td>\n<\/tr>\n
 <\/font><\/td>\n <\/font><\/td>\n<\/tr>\n
Section 6 \u0096 Miscellaneous<\/b><\/font><\/td>\n <\/font><\/td>\n26<\/font><\/td>\n <\/font><\/td>\n<\/tr>\n
 <\/font><\/td>\n <\/font><\/td>\n<\/tr>\n
       6.1      Non-assignability<\/font><\/td>\n <\/font><\/td>\n26<\/font><\/td>\n <\/font><\/td>\n<\/tr>\n
       6.2      Gender and Number<\/font><\/td>\n <\/font><\/td>\n26<\/font><\/td>\n <\/font><\/td>\n<\/tr>\n
       6.3      Notice<\/font><\/td>\n <\/font><\/td>\n26<\/font><\/td>\n <\/font><\/td>\n<\/tr>\n
       6.4      Validity<\/font><\/td>\n <\/font><\/td>\n27<\/font><\/td>\n <\/font><\/td>\n<\/tr>\n
       6.5      Applicable Law<\/font><\/td>\n <\/font><\/td>\n27<\/font><\/td>\n <\/font><\/td>\n<\/tr>\n
       6.6      Successors in Interest<\/font><\/td>\n <\/font><\/td>\n27<\/font><\/td>\n <\/font><\/td>\n<\/tr>\n
       6.7      No Representation on Tax Matters<\/font><\/td>\n <\/font><\/td>\n27<\/font><\/td>\n <\/font><\/td>\n<\/tr>\n<\/table>\n
<\/p>\n
 <\/font><\/p>\n
\n
TENET HEALTHCARE CORPORATION<\/b><\/font><\/p>\n
AMENDED AND RESTATED<\/b><\/font><\/p>\n
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN<\/b><\/font><\/p>\n
Section 1 \u0096 Statement of Purpose<\/b><\/font><\/p>\n
The Supplemental Executive Retirement Plan (the \u0093Plan\u0094) has
\nbeen adopted by Tenet Healthcare Corporation (\u0093Tenet\u0094) to attract, retain,
\nmotivate and provide financial security to highly compensated or management employees
\n(the \u0093Participants\u0094) who render valuable services to Tenet and its
\nSubsidiaries.<\/font><\/p>\n
Section 2 \u0096 Definitions<\/b><\/font><\/p>\n\n\n
2.1<\/font><\/td>\nAcquisition<\/u>.
\n\u0093Acquisition\u0094 refers to a company of which substantially all of its assets or a
\nmajority of its capital stock are acquired by, or which is merged with or into, Tenet or
\na Subsidiary.<\/font><\/td>\n<\/tr>\n<\/table>\n
<\/p>\n\n\n
2.2<\/font><\/td>\nActual Final Average Earnings<\/u>. \u0093Actual Final Average Earnings\u0094 means the highest
\naverage monthly Earnings for any 60 consecutive months during the ten years, or actual
\nemployment period if less, preceding Termination of Employment.<\/font><\/td>\n<\/tr>\n<\/table>\n
<\/p>\n\n\n
2.3<\/font><\/td>\nAgreement<\/u>.
\n\u0093Agreement\u0094 means a written agreement substantially in the form of Exhibit A between
\nTenet and a Participant.<\/font><\/td>\n<\/tr>\n<\/table>\n
<\/p>\n\n\n
2.4<\/font><\/td>\nCommittee<\/u>.
\n\u0093Committee\u0094 means the Compensation and Stock Option Committee of the Board of Directors
\nof Tenet.<\/font><\/td>\n<\/tr>\n<\/table>\n
<\/p>\n
-1-<\/font><\/p>\n
\n
<\/p>\n\n\n
2.5<\/font><\/td>\nChange of Control<\/u>. \u0093Change of Control\u0094 of
\nTenet shall be deemed to have occurred if either (a) any person as such term is used in
\nSections 13(c) and 14(d)(2) of the Securities Exchange Act of 1934, as amended, is or
\nbecomes the beneficial owner directly or indirectly of securities of Tenet representing 20%
\nor more of the combined voting power of Tenet\u0092s then outstanding securities or (b)
\nindividuals who, as of April 1, 1994, constitute the Board of Directors of Tenet (the
\n\u0093Incumbent Board\u0094) cease for any reason to constitute at least a majority of the
\nBoard of Directors; provided, however, that (i) any individual who becomes a director of Tenet
\nsubsequent to April 1, 1994, whose election, or nomination for election by the Tenet\u0092s
\nstockholders, was approved by a vote of at least a majority of the directors then comprising
\nthe Incumbent Board shall be deemed to have been a member of the Incumbent Board and (ii) no
\nindividual who was elected initially (after April 1, 1994) as a director as a result of an actual
\nor threatened election contest, as such terms are used in Rule 14a-11 of Regulation 14A
\npromulgated under the Securities Exchange Act of 1934, as amended, or any other actual or
\nthreatened solicitations of proxies or consents by or on behalf of any person other than
\nthe Incumbent Board shall be deemed to have been a member of the Incumbent Board.<\/font><\/td>\n<\/tr>\n<\/table>\n
<\/p>\n\n\n
2.6<\/font><\/td>\nDate of Employment<\/u>.
\n\u0093Date of Employment\u0094 means the date on which a person began to
\nperform Services directly for Tenet or a Subsidiary as a result of an Acquisition or
\nbecoming an Employee.<\/font><\/td>\n<\/tr>\n<\/table>\n
<\/p>\n
-2-<\/font><\/p>\n
\n
<\/p>\n\n\n
2.7<\/font><\/td>\nDate of Enrollment<\/u>. \u0093Date of Enrollment\u0094 means the
\ndate on or after June 1, 1984 on which an Employee first becomes a Participant in the Plan,
\nprovided that any Employee who becomes a Participant prior to June 1, 1985 shall be deemed
\nto have a Date of Enrollment of the later of Date of Employment or June 1, 1984.<\/font><\/td>\n<\/tr>\n<\/table>\n
<\/p>\n\n\n
2.8<\/font><\/td>\nDisability<\/u>.
\n\u0093Disability\u0094 means any Termination of Employment during the life of a
\nParticipant and prior to Normal Retirement or Early Retirement by reason of a Participant\u0092s
\ntotal and permanent disability, as determined by the Committee, in its sole and absolute
\ndiscretion. A Participant, who makes application for and qualifies for disability
\nbenefits under Tenet\u0092s Group Long-Term Disability Plan or under any similar plan
\nprovided by Tenet or a Subsidiary, as now in effect or as hereinafter amended (the \u0093LTD
\nPlans\u0094), shall usually qualify for Disability under this Plan, unless the Committee
\ndetermines that the Participant is not totally and permanently disabled. A Participant
\nwho fails to qualify for disability benefits under the LTD Plans (whether or not the
\nParticipant makes application for disability benefits thereunder) shall not be deemed to
\nbe totally and permanently disabled under this Plan, unless the Committee otherwise
\ndetermines, based upon the opinion of a qualified physician or medical clinic selected by
\nthe Committee to the effect that a condition of total and permanent disability exists.<\/font><\/td>\n<\/tr>\n<\/table>\n
<\/p>\n\n\n
2.9<\/font><\/td>\nEarly Retirement<\/u>.
\n\u0093Early Retirement\u0094 means any Termination of Employment during the
\nlife of a Participant prior to Normal Retirement and after the Participant attains age 55
\nand has completed ten Years of Service or attains age 62 with no minimum Years of
\nService.<\/font><\/td>\n<\/tr>\n<\/table>\n
<\/p>\n
-3-<\/font><\/p>\n
\n
<\/p>\n\n\n
2.10<\/font><\/td>\nEarnings<\/u>.
\n\u0093Earnings\u0094 means the base salary paid to a Participant by Tenet or a Subsidiary,
\nexcluding bonuses, car and other allowances and other cash and non-cash compensation.
\nHowever, for all Participants actively at work on or after February 1, 1997 as full-time,
\nregular employees, \u0093Earnings\u0094 means the base salary, any annual cash award paid
\nunder Tenet\u0092s annual incentive plan and any discretionary awards made under Tenet\u0092s
\ndeferred compensation plan(s) by Tenet or a Subsidiary to such Participant, but shall
\nexclude car and other allowances and other cash and non-cash compensation.<\/font><\/td>\n<\/tr>\n<\/table>\n
<\/p>\n\n\n
2.11<\/font><\/td>\nEligible Children<\/u>.
\n\u0093Eligible Children\u0094 means all natural or adopted children of a
\nParticipant under the age of 21, including any child conceived prior to the death of a
\nParticipant.<\/font><\/td>\n<\/tr>\n<\/table>\n
<\/p>\n\n\n
2.12<\/font><\/td>\nEmployee<\/u>.
\n\u0093Employee\u0094 means any person who regularly performs Services on a full-time basis
\n(that is, works a minimum of 32 hours a week) for Tenet or a Subsidiary and receives a
\nsalary plus employee benefits normally made available to persons of similar status.<\/font><\/td>\n<\/tr>\n<\/table>\n
<\/p>\n\n\n
2.13<\/font><\/td>\nEmployment or Service<\/u>. \u0093Employment\u0094 or \u0093Service\u0094
\nmeans any continuous period during which an Employee is actively engaged in performing services for
\nTenet and its Subsidiaries plus the term of any leave of absence approved by the Committee.<\/font><\/td>\n<\/tr>\n<\/table>\n
<\/p>\n\n\n
2.14<\/font><\/td>\nExisting Retirement Benefit Plans Adjustment Factor<\/u>.
\n\u0093Existing Retirement Benefit Plans Adjustment Factor or Factors\u0094 means
\nthe assumed benefit the Participant would be eligible for under Social
\nSecurity and all retirement plans of Tenet and its Subsidiaries whether or
\nnot he participates in such plans. This Factor will be used for calculating
\nall benefits under the Plan and is a projection of the benefits payable
\nunder the Social Security regulations in effect June 1, 1984, and retirement
\nplans of<\/font><\/td>\n<\/tr>\n<\/table>\n
<\/p>\n
-4-<\/font><\/p>\n
\n
<\/p>\n\n\n
 <\/td>\n
\nTenet
\nin effect on June 1, 1984, or the participant\u0092s Date of Enrollment in the Plan, if
\nlater. Once established for a Participant this Factor will not thereafter be altered to
\nreflect any reduction in benefits under Social Security. This Factor will be adjusted to
\nreflect changes in benefits under Tenet retirement plans if a Participant is transferred
\nto different retirement plans or the Company contribution to a retirement plan is
\nincreased or decreased from the percentage used for original calculation of the
\nParticipant\u0092s Factor or the Participant becomes eligible for other retirement plans
\nadopted by the Company which would provide benefits greater or less than the Plan
\nconsidered in calculating the Participant\u0092s original Factor, except that such Factor
\nfor Participant\u0092s who are regular, full-time employees actively at work with the
\nCompany on April 1, 1994, with the corporate office or a division or Subsidiary that is
\nnot announced as a discontinued operation shall be revised based upon the Participant\u0092s
\nactual base salary as of April 1, 1994, but no Factor will be increased as a result of
\nrevision of the Factor to use the base salary as of April 1, 1994; provided, however, for
\na Participant who is a full-time, regular employee actively at work on or after February
\n1, 1997, the Existing Retirement Benefit Plans Adjustment Factor shall be applied only to
\nthe base salary component of Final Average Earnings.<\/font><\/td>\n<\/tr>\n<\/table>\n
<\/p>\n\n\n
2.15<\/font><\/td>\nFinal
\nAverage Earnings<\/u>. \u0093Final Average Earnings\u0094 means the lesser of (i) Actual Final
\nAverage Earnings, or (ii) if the Participant has completed at least sixty (60) months of
\nservice, Projected Final Average Earnings; however, for a Participant who is actively at
\nwork as a full-time, regular employee on or after February 1, 1997 \u0093Final Average
\nEarnings\u0094 means Actual Final Average Earnings.<\/font><\/td>\n<\/tr>\n<\/table>\n
<\/p>\n
-5-<\/font><\/p>\n
\n
<\/p>\n\n\n
2.16<\/font><\/td>\nNormal Retirement<\/u>.
\n\u0093Normal Retirement\u0094 means any Termination of Employment during the
\nlife of a Participant on or after the date on which the Participant attains age 65.<\/font><\/td>\n<\/tr>\n<\/table>\n
<\/p>\n\n\n
2.17<\/font><\/td>\nParticipant<\/u>.
\n\u0093Participant\u0094 means any Employee selected to participate in this Plan by the
\nCommittee, in its sole and absolute discretion.<\/font><\/td>\n<\/tr>\n<\/table>\n
<\/p>\n\n\n
2.18<\/font><\/td>\nPrior Service Credit Percentage<\/u>.
\n\u0093Prior Service Credit Percentage\u0094 means the
\npercentage to be applied to a Participant\u0092s Years of Service with Tenet and its
\nSubsidiaries prior to his or her Date of Enrollment in the Plan, in accordance with the
\nfollowing formula:<\/font><\/td>\n<\/tr>\n<\/table>\n
<\/p>\n\n\n\n\n\n\n\n\n\n
Years of Service
After Date of Enrollment<\/u><\/font><\/td>\n		<\/td>\nPrior Service Credit
Percentage<\/u><\/font><\/td>\n		<\/td>\n<\/tr>\n
 <\/font><\/td>\n <\/font><\/td>\n <\/font><\/td>\n<\/tr>\n
 During 1st year<\/font><\/td>\n <\/font><\/td>\n  25<\/font><\/td>\n <\/font><\/td>\n<\/tr>\n
  During 2nd year<\/font><\/td>\n <\/font><\/td>\n  35<\/font><\/td>\n <\/font><\/td>\n<\/tr>\n
  During 3rd year<\/font><\/td>\n <\/font><\/td>\n  45<\/font><\/td>\n <\/font><\/td>\n<\/tr>\n
  During 4th year<\/font><\/td>\n <\/font><\/td>\n  55<\/font><\/td>\n <\/font><\/td>\n<\/tr>\n
  During 5th year<\/font><\/td>\n <\/font><\/td>\n  75<\/font><\/td>\n <\/font><\/td>\n<\/tr>\n
After 5th year<\/font><\/td>\n <\/font><\/td>\n100<\/font><\/td>\n <\/font><\/td>\n<\/tr>\n<\/table>\n
<\/p>\n\n\n
2.19<\/font><\/td>\nProjected Earnings<\/u>.
\n\u0093Projected Earnings\u0094 means the (a) actual Earnings of the Participant
\non the Date of Enrollment plus an assumed increase of eight percent per annum, or (b) for
\nParticipants who are regular full-time employees actively at work on April 1, 1994, with
\nthe corporate office or a division or a subsidiary that has not been declared to be a
\ndiscontinued operation, the actual Earnings of the Participant on April 1, 1994, plus an
\nassumed increase of eight percent per annum.<\/font><\/td>\n<\/tr>\n<\/table>\n
<\/p>\n\n\n
2.20<\/font><\/td>\nProjected Final Average Earnings<\/u>.
\n\u0093Projected Final Average Earnings\u0094 means the average of
\na Participant\u0092s Projected Earnings during the 60 months preceding Termination of
\nEmployment.<\/font><\/td>\n<\/tr>\n<\/table>\n
<\/p>\n
-6-<\/font><\/p>\n
\n
<\/p>\n\n\n
2.21<\/font><\/td>\nSubsidiary<\/u>.
\nA \u0093Subsidiary\u0094 of the Company is any corporation, partnership, venture or other
\nentity in which the Company owns 50% of the capital stock or otherwise has a controlling
\ninterest as determined by the Committee, in its sole and absolute discretion.<\/font><\/td>\n<\/tr>\n<\/table>\n
<\/p>\n\n\n
2.22<\/font><\/td>\nSurviving Spouse<\/u>.
\n\u0093Surviving Spouse\u0094 means the person legally married to a Participant for
\nat least one year prior to the Participant\u0092s death or Termination of Employment.<\/font><\/td>\n<\/tr>\n<\/table>\n
<\/p>\n\n\n
2.23<\/font><\/td>\nTermination of Employment<\/u>.
\n\u0093Termination of Employment\u0094 means the ceasing of the Participant\u0092s
\nEmployment for any reason whatsoever, whether voluntarily or involuntarily.<\/font><\/td>\n<\/tr>\n<\/table>\n
<\/p>\n\n\n
2.24<\/font><\/td>\nYear<\/u>.
\nA \u0093Year\u0094 is a period of twelve consecutive calendar months.<\/font><\/td>\n<\/tr>\n<\/table>\n
<\/p>\n\n\n
2.25<\/font><\/td>\nYear of Service<\/u>.
\n\u0093Year of Service\u0094 means each complete year (up to a maximum of 20)
\nof continuous Service (up to age 65) as an Employee of Tenet and its Subsidiaries
\nbeginning with the Date of Employment with Tenet and its Subsidiaries. Years of Service
\nshall be deemed to have begun as of the first day of the calendar month of Employment and
\nto have ceased on the last day of the calendar month of Employment.<\/font><\/td>\n<\/tr>\n<\/table>\n
<\/p>\n
-7-<\/font><\/p>\n
\n
Section 3 \u0096 Retirement Benefits<\/b><\/font><\/p>\n\n\n
3.1<\/font><\/td>\nNormal Retirement Benefit<\/u>.<\/font><\/td>\n<\/tr>\n<\/table>\n
<\/p>\n\n\n
<\/font><\/td>\na.<\/font><\/td>\nUpon
\na Participant\u0092s Normal Retirement, the Company agrees to pay to the Participant a
\nmonthly Normal Retirement Benefit for the Participant\u0092s lifetime which is determined
\nin accordance with the Benefit Formula set forth below, adjusted by the Vesting
\nPercentage in Section 3.3. Except as provided below, the amount of such monthly Normal
\nRetirement Benefit will be determined by using the following formula:<\/font><\/td>\n<\/tr>\n<\/table>\n
<\/p>\n\n\n
 <\/font><\/td>\n <\/font><\/td>\n <\/font><\/td>\nX =<\/font><\/td>\nA x [B1 + [B2 X C]] x [2.7% – D] x E<\/font><\/td>\n<\/tr>\n<\/table>\n
<\/p>\n\n\n
 <\/font><\/td>\n <\/font><\/td>\n <\/font><\/td>\nX =<\/font><\/td>\nNormal Retirement Benefit<\/font><\/td>\n<\/tr>\n<\/table>\n\n\n
 <\/font><\/td>\n <\/font><\/td>\n <\/font><\/td>\nA =<\/font><\/td>\nFinal Average Earnings<\/font><\/td>\n<\/tr>\n<\/table>\n\n\n
 <\/font><\/td>\n <\/font><\/td>\n <\/font><\/td>\nB1 =<\/font><\/td>\nYears of Service After<\/font><\/td>\n<\/tr>\n<\/table>\n\n\n
 <\/font><\/td>\n <\/font><\/td>\n <\/font><\/td>\n <\/font><\/td>\nDate of Enrollment<\/font><\/td>\n<\/tr>\n<\/table>\n\n\n
 <\/font><\/td>\n <\/font><\/td>\n <\/font><\/td>\nB2 =<\/font><\/td>\nYears of Service Prior to<\/font><\/td>\n<\/tr>\n<\/table>\n\n\n
 <\/font><\/td>\n <\/font><\/td>\n <\/font><\/td>\n <\/font><\/td>\nDate of Enrollment<\/font><\/td>\n<\/tr>\n<\/table>\n\n\n
 <\/font><\/td>\n <\/font><\/td>\n <\/font><\/td>\nC =<\/font><\/td>\nPrior Service Credit Percentage<\/font><\/td>\n<\/tr>\n<\/table>\n\n\n
 <\/font><\/td>\n <\/font><\/td>\n <\/font><\/td>\nD =<\/font><\/td>\nExisting Retirement Benefit<\/font><\/td>\n<\/tr>\n<\/table>\n\n\n
 <\/font><\/td>\n <\/font><\/td>\n <\/font><\/td>\n <\/font><\/td>\nPlans Adjustment Factor<\/font><\/td>\n<\/tr>\n<\/table>\n\n\n
 <\/font><\/td>\n <\/font><\/td>\n <\/font><\/td>\nE =<\/font><\/td>\nVesting Percentage<\/font><\/td>\n<\/tr>\n<\/table>\n
<\/p>\n\n\n
 <\/td>\nNote:
\nB1 and B2 Years of Service combined cannot exceed 20 years.<\/font><\/td>\n<\/tr>\n<\/table>\n
<\/p>\n\n\n
<\/font><\/td>\nb.<\/font><\/td>\nIn
\nthe event of the death or Disability of a Participant at any age or the Normal or Early
\nRetirement of a Participant after age 60, the Normal or Early Retirement Benefit will be
\ndetermined on the basis of a Prior Service Credit Percentage of 100.<\/font><\/td>\n<\/tr>\n<\/table>\n
<\/p>\n
-8-<\/font><\/p>\n
\n
<\/p>\n\n\n
<\/font><\/td>\nc.<\/font><\/td>\nIf
\na Participant who is receiving a Normal Retirement Benefit dies, his or her Surviving
\nSpouse or Eligible Children shall be entitled to receive (in accordance with Sections 3.5
\nand 3.6) 50% of the Participant\u0092s Normal Retirement Benefit.<\/font><\/td>\n<\/tr>\n<\/table>\n
<\/p>\n\n\n
<\/font><\/td>\nd.<\/font><\/td>\nIf
\na Participant who is eligible for Normal Retirement dies while an Employee of the Company
\nafter attaining age 65, his or her Surviving Spouse or Eligible Children shall be
\nentitled to receive (in accordance with Sections 3.5 and 3.6) the installments of the
\nNormal Retirement Benefit which would have been payable to the Surviving Spouse or
\nEligible Children in accordance with this Section 3.1 as if the Participant had retired
\non the day before he or she died.<\/font><\/td>\n<\/tr>\n<\/table>\n
<\/p>\n\n\n
3.2<\/font><\/td>\nEarly Retirement Benefit<\/u>.<\/font><\/td>\n<\/tr>\n<\/table>\n
<\/p>\n\n\n
<\/font><\/td>\na.<\/font><\/td>\nUpon
\na Participant\u0092s Early Retirement, Tenet shall pay the Participant a monthly Early
\nRetirement Benefit for the Participant\u0092s lifetime commencing on the first day of the
\ncalendar month following the date he or she attains age 65, calculated in accordance with
\nSection 3.1 and Section 3.3 with the following adjustments:<\/font><\/td>\n<\/tr>\n<\/table>\n
<\/p>\n\n\n
 <\/font><\/td>\n <\/font><\/td>\n(i)<\/font><\/td>\nOnly
\nthe Participant\u0092s actual Years of Service, adjusted appropriately for the Prior
\nService Credit Percentage, as of the date of Early Retirement shall be used.<\/font><\/td>\n<\/tr>\n<\/table>\n
<\/p>\n
-9-<\/font><\/p>\n
\n
<\/p>\n\n\n
 <\/font><\/td>\n <\/font><\/td>\n(ii)<\/font><\/td>\nFor
\npurposes of determining the Actual Final Average Earnings and Projected Final Average
\nEarnings, only the Participant\u0092s Earnings and Projected Earnings as of the date of
\nEarly Retirement shall be used.<\/font><\/td>\n<\/tr>\n<\/table>\n
<\/p>\n\n\n
 <\/font><\/td>\n <\/font><\/td>\n(iii)<\/font><\/td>\nTo
\narrive at the payments to commence at age 65 for a Participant whose termination occurs
\nprior to February 1, 1997 the amount calculated under paragraphs a(i) and a(ii) of this
\nSection 3.2 will be reduced by 0.42% for each month Early Retirement commences before age
\n62. To arrive at the payments to commence at age 65 for a Participant who is actively at
\nwork as a full-time, regular employee on or after February 1, 1997, the amount calculated
\nunder paragraphs a(i) and a(ii) of this Section 3.2 will be reduced by 0.25% for each
\nmonth Early Retirement commences before age 62.<\/font><\/td>\n<\/tr>\n<\/table>\n
<\/p>\n\n\n
<\/font><\/td>\nb.<\/font><\/td>\n
\nUpon the written request of a Participant prior to termination of employment,
\nthe Committee, in its sole and absolute discretion, may authorize payment of the
\nEarly Retirement Benefit at a date prior to the Participant\u0093s attainment of
\nage 65; provided, however, that in such event the amount calculated under
\nparagraphs a(i) and a(iii) of this Section 3.2 shall be further reduced by 0.42%
\nfor each month that the date of the commencement of payment precedes the date on
\nwhich the Participant will attain age 62; however, for a Participant who is
\nactively at work as a full-time, regular employee on or after February 1, 1997,
\nthe amount of further reduction under paragraphs a(i) and a(iii) of this Section
\n3.2 shall be 0.25% for each month that the date of commencement of payment
\nprecedes the date on which the Participant will attain age 62.<\/font><\/td>\n<\/tr>\n<\/table>\n
<\/p>\n
-10-<\/font><\/p>\n
\n
<\/p>\n\n\n
<\/font><\/td>\nc.<\/font><\/td>\nIf
\na Participant dies after commencement of payment of his or her Early Retirement Benefit,
\nthe Surviving Spouse or Eligible Children shall be entitled to receive (in accordance
\nwith Sections 3.5 and 3.6) 50% of the Participant\u0092s Early Retirement Benefit.<\/font><\/td>\n<\/tr>\n<\/table>\n
<\/p>\n\n\n
<\/font><\/td>\nd.<\/font><\/td>\nIf
\na Participant dies after his or her Early Retirement but before benefits have commenced,
\nor while on Disability, the Surviving Spouse or Eligible Children shall be entitled to
\nreceive (in accordance with Sections 3.5 and 3.6) 50% of the benefit that would have been
\npayable on the date the Participant elected to have benefits commence.<\/font><\/td>\n<\/tr>\n<\/table>\n
<\/p>\n\n\n
<\/font><\/td>\ne.<\/font><\/td>\n
\nIf a Participant dies after becoming eligible for Early Retirement but before
\ntaking Early Retirement or while on Disability, the Surviving Spouse or Eligible
\nChildren shall be entitled to receive (in accordance with Sections 3.5 and 3.6)
\n50% of the Participant\u0092s Early Retirement Benefit determined as if the
\nParticipant had retired on the day prior to his or her death with payments
\ncommencing on the first of the month following the Participant\u0092s death. The
\nbenefits payable to a Surviving Spouse or Eligible Children under this paragraph
\nshall be no less than the benefits payable to a Surviving Spouse or Eligible
\nChildren under Section 3.4 as if the Participant had died immediately prior to
\nage 55.<\/font><\/td>\n<\/tr>\n<\/table>\n
<\/p>\n\n\n
3.3<\/font><\/td>\nVesting of Retirement Benefit<\/u>.
\nA Participant\u0092s interest in his or her Retirement Benefit
\nshall, subject to Sections 5.5 and 5.7, vest in accordance with the following schedule:<\/font><\/td>\n<\/tr>\n<\/table>\n
<\/p>\n
-11-<\/font><\/p>\n
\n
<\/p>\n\n\n\n\n\n\n
Years of Service<\/u><\/font><\/td>\nVesting<\/u><\/font><\/td>\n<\/td>\n<\/tr>\n
 <\/font><\/td>\n <\/font><\/td>\n <\/font><\/td>\n<\/tr>\n
Less than 5<\/font><\/td>\n <\/font><\/td>\n-0-<\/font><\/td>\n <\/font><\/td>\n<\/tr>\n
5 but less than 6<\/font><\/td>\n <\/font><\/td>\n25<\/font><\/td>\n%<\/font><\/td>\n<\/tr>\n
6 through 20<\/font><\/td>\n <\/font><\/td>\n5% per year<\/font><\/td>\n <\/font><\/td>\n<\/tr>\n<\/table>\n
<\/p>\n\n\n
 <\/td>\n
\nNotwithstanding
\nthe foregoing, a Participant who is at least 60 years old and who has completed at least
\nfive years of Service will be fully vested, subject to Sections 5.5 and 5.7, in his or
\nher Retirement Benefits. No Years of Service will be credited for Service after age 65 or
\nfor more than 20 years.<\/font><\/td>\n<\/tr>\n<\/table>\n
<\/p>\n\n\n
3.4<\/font><\/td>\nTermination
\nBenefit<\/u>. Upon any Termination of Employment of the Participant before Normal Retirement
\nor Early Retirement for reasons other than death or Disability, Tenet shall pay,
\ncommencing at age 65, to the Participant a Retirement Benefit calculated under Section
\n3.1 and 3.3 but with the following adjustments:<\/font><\/td>\n<\/tr>\n<\/table>\n
<\/p>\n\n\n
<\/font><\/td>\na.<\/font><\/td>\nOnly
\nthe Participant\u0092s actual Years of Service, adjusted appropriately for the Prior
\nService Credit Percentage, as of the date of Termination of Employment shall be used.<\/font><\/td>\n<\/tr>\n<\/table>\n
<\/p>\n\n\n
<\/font><\/td>\nb.<\/font><\/td>\nFor
\npurposes of determining the Actual Final Average Earnings and the Projected Final Average
\nEarnings, as used in Section 3.1, only the Participant\u0092s Earnings and Projected
\nEarnings prior to the date of his or her Termination of Employment shall be used.<\/font><\/td>\n<\/tr>\n<\/table>\n
<\/p>\n
-12-<\/font><\/p>\n
\n
<\/p>\n\n\n
 <\/font><\/td>\nc.<\/font><\/td>\n(i)<\/font><\/td>\nIf
\na Participant dies after commencement of payment of his or her Retirement Benefit under
\nthis Section 3.4, the Surviving Spouse or Eligible Children shall be entitled at
\nParticipant\u0092s death to receive (in accordance with Sections 3.5 and 3.6) 50% of the
\nParticipant\u0092s Retirement Benefit.<\/font><\/td>\n<\/tr>\n<\/table>\n
<\/p>\n\n\n
 <\/font><\/td>\n <\/font><\/td>\n(ii)<\/font><\/td>\nIf
\na Participant, who has a vested interest under Section 3.3, dies after Termination of
\nEmployment but at death is not receiving any Retirement Benefits under this Plan, the
\nSurviving Spouse or Eligible Children shall be entitled to receive (in accordance with
\nSections 3.5 and 3.6) commencing on the date when the Participant would have attained age
\n65, 50% of the Retirement Benefit which would have been payable to the Participant at age
\n65.<\/font><\/td>\n<\/tr>\n<\/table>\n
<\/p>\n\n\n
 <\/font><\/td>\n <\/font><\/td>\n(iii)<\/font><\/td>\n
\nIf a Participant, who has a vested interest under Section 3.3, dies while still
\nactively employed by Tenet or a Subsidiary or on Disability before he or she was
\neligible for Early Retirement, his or her Surviving Spouse or Eligible Children
\nshall be entitled at the Participant\u0093s death to receive 50% of the
\nRetirement Benefit (in accordance with Sections 3.5 and 3.6) calculated as if
\nthe Participant was age 55 and eligible for Early Retirement on the day before
\nthe Participant\u0093s death; provided, however, that the combined reductions
\nfor Early Retirement and early payment shall not exceed 21% of the amount
\ncalculated under paragraphs a(i) and a(ii) of Section 3.2.<\/font><\/td>\n<\/tr>\n<\/table>\n
<\/p>\n\n\n
<\/font><\/td>\nd.<\/font><\/td>\nTo
\narrive at the payments to commence at age 65, the amount calculated under paragraphs (a),
\n(b), (c)(i) and (c)(ii) of this Section 3.4 will be reduced by the maximum percentage
\nreduction for Early Retirement at age 55 (i.e., 21%).<\/font><\/td>\n<\/tr>\n<\/table>\n
<\/p>\n
-13-<\/font><\/p>\n
\n
<\/p>\n\n\n
3.5<\/font><\/td>\nDuration of Benefit Payment<\/u>.
\nNormal and Early Retirement Benefit payments shall be for the life of
\nthe Participant. Surviving Spouse Benefit payments shall be for the Spouse\u0092s
\nlifetime. All benefits payable to the Surviving Spouse are subject to actuarial reduction
\nif spouse is more than three years younger than the Participant. Eligible Children
\nBenefit payments shall be made until the youngest of the Eligible Children reaches 21.<\/font><\/td>\n<\/tr>\n<\/table>\n
<\/p>\n\n\n
3.6<\/font><\/td>\nRecipients of Benefit Payments<\/u>.
\nIf a Participant dies without a Surviving Spouse but is survived by
\nany Eligible Children, then benefits will be paid to the Eligible Children or their legal
\nguardian, if applicable. The total monthly benefit payable will be equal to the monthly
\nbenefit that a Surviving Spouse would have received without actuarial reduction. This
\nbenefit will be paid in equal shares to all Eligible Children until the youngest of the
\nEligible Children attains age 21. If the Surviving Spouse dies after the death of the
\nParticipant but is survived by Eligible Children then the total monthly benefit
\npreviously paid to the Surviving Spouse will be paid in equal shares to all Eligible
\nChildren until the youngest of the Eligible Children attains age 21. When any of the
\nEligible Children reaches 21, his or her share will be reallocated equally to the
\nremaining Eligible Children.<\/font><\/td>\n<\/tr>\n<\/table>\n
<\/p>\n
-14-<\/font><\/p>\n
\n
<\/p>\n\n\n
3.7<\/font><\/td>\nDisability<\/u>.
\nAny Participant, who is under Disability upon reaching age 65 will be paid the Normal
\nRetirement Benefit in accordance with Sections 3.1 and 3.3. Upon a Participant\u0092s
\nDisability while an Employee of the Company, the Participant will continue to accrue
\nYears of Service during his or her Disability until the earliest of his or her:<\/font><\/td>\n<\/tr>\n<\/table>\n
<\/p>\n\n\n
<\/font><\/td>\na.<\/font><\/td>\nRecovery from Disability,<\/font><\/td>\n<\/tr>\n<\/table>\n
<\/p>\n\n\n
<\/font><\/td>\nb.<\/font><\/td>\nHis or her 65th Birthday, or<\/font><\/td>\n<\/tr>\n<\/table>\n
<\/p>\n\n\n
<\/font><\/td>\nc.<\/font><\/td>\nDeath,<\/font><\/td>\n<\/tr>\n<\/table>\n
<\/p>\n\n\n
 <\/td>\n
\nIf
\na Participant is receiving Disability payments, he or she shall not be entitled to
\nreceive an Early Retirement Benefit. For purposes of calculating the foregoing benefits,
\nthe Participant\u0092s Actual Final Average Earnings and Projected Final Average Earnings
\nshall be determined using his or her Earnings and Projected Earnings up to the date of
\nDisability.<\/font><\/td>\n<\/tr>\n<\/table>\n
<\/p>\n\n\n
3.8<\/font><\/td>\nChange of Control<\/u>.<\/font><\/td>\n<\/tr>\n<\/table>\n
<\/p>\n\n\n
<\/font><\/td>\na.<\/font><\/td>\nIn
\nthe event of a Change of Control of Tenet while this Plan remains in effect, (i) a
\nParticipant\u0092s Retirement Benefits hereunder (a) will be determined on the basis of
\nreceiving full Prior Service Credit under Sections 3.1 and 3.2 for all Years of Service
\nprior to his or her Date of Enrollment and (b) will be fully vested in the Participant
\nwithout regard to his or her Years of Service with Tenet and its Subsidiaries and (ii),
\nnotwithstanding any other provisions of the Plan, a Participant will be entitled to
\nreceive the Normal Retirement Benefit on or after age 60 with no reduction by virtue of
\nparagraphs a(iii) and b of Section 3.2.<\/font><\/td>\n<\/tr>\n<\/table>\n
<\/p>\n
-15-<\/font><\/p>\n
\n
<\/p>\n\n\n
<\/font><\/td>\nb.<\/font><\/td>\nFor
\na Participant who is a regular, full-time employee actively at work on April 1, 1994,
\nwith the corporate office or a division or a Subsidiary which has not been declared to be
\na discontinued operation, who has not yet begun to receive benefit payments under the
\nPlan and whose employment is Terminated without cause or who voluntarily Terminates
\nEmployment following (a) a material downward change in the functions, duties, or
\nresponsibilities which reduce the rank or position of the Participant, (b) (i) a
\nreduction in the Participant\u0092s annual base salary, or (ii) a material reduction in
\nthe Participant\u0092s annual incentive plan bonus payment other than for financial
\nperformance as it broadly applies to all similarly situated active Participants in the
\nsame plan, or (iii) a material reduction in the Participant\u0092s retirement or
\nsupplemental retirement benefits that does not broadly apply to all active Participant\u0092s
\nin the same plan, or (c) a transfer of a Participant\u0092s office to a location that is
\nmore than fifty (50) miles from the Participant\u0092s current principal office location,
\nif such Termination of Employment occurs within two years following a Change of Control
\nof Tenet while this Plan remains in effect, the provisions of Section 3.8(a) above shall
\nnot apply and (i) a Participant\u0092s Early or Normal Retirement Benefits under this
\nPlan (a) will be determined on the basis of (I) receiving full Prior Service Credit under
\nSections 3.1 and 3.2 for all Years of Service prior to his or her Date of Enrollment and
\n(II) being credited with three additional years to his or her Years of Service (with
\ntotal Years of Service not to exceed 20 years) and (b) will be fully vested in the
\nParticipant without regard to his or her Years of Service with Tenet and its
\nSubsidiaries, (ii) will be determined by replacing the definition of \u0093Earnings\u0094 under
\nSection 2.10 hereof with the following \u0093the base salary and<\/font><\/td>\n<\/tr>\n<\/table>\n
<\/p>\n
-16-<\/font><\/p>\n
\n
<\/p>\n\n\n
 <\/td>\n
\nthe annual cash bonus paid to a Participant by Tenet or a Subsidiary, excluding (A) any cash
\nbonus paid under the LTIP, (B) any car and other allowances and (C) other cash and
\nnon-cash compensation\u0094, and (iii) notwithstanding any other provision of this Plan
\nto the contrary, a Participant will be entitled to receive the Normal Retirement Benefit
\non or after the age of 60, without reduction, and after the age of 55 with a reduction of
\n0.25% per month for each month for which the benefit commences to be paid prior to the
\nParticipant\u0092s attaining the age of 60 and after the age of 50 with the foregoing
\nreduction from age 60 to age 55 and with a reduction to 0.56% per month for each month
\nfor which the benefit commences to be paid prior to the Participant\u0092s attaining the
\nage of 55. No other reductions set forth in Sections 3.2(a)(iii) and 3.2(b) will apply.<\/font><\/td>\n<\/tr>\n<\/table>\n
<\/p>\n\n\n
<\/font><\/td>\nc.<\/font><\/td>\nFor
\na Participant who (a) is an active, full-time employee, (b) has not yet begun to receive
\nbenefit payments under the Plan and (c) is involuntarily terminated from employment
\nwithout cause or voluntarily terminates employment pursuant to Section 3.8(b) above,
\nwithin two years following a Change of Control of Tenet while this Plan remains in
\neffect, the provisions of Section 5.7(ii) below shall not apply.<\/font><\/td>\n<\/tr>\n<\/table>\n
<\/p>\n\n\n
3.9<\/font><\/td>\nGolden Parachute Cap<\/u>.
\nNotwithstanding any provision in this Plan to the contrary, in no event
\nshall the total present value of all payments under this Plan that are payable to a
\nParticipant and are contingent upon a Change of Control in accordance with the rules set
\nforth in Section 280G of the Internal Revenue Service Code of 1986, as amended (the \u0093Code\u0094)
\nand the Treasury Regulations thereunder, when added to the present value of all other
\npayments, other than payments that are made pursuant to<\/font><\/td>\n<\/tr>\n<\/table>\n
<\/p>\n
-17-<\/font><\/p>\n
\n
<\/p>\n\n\n
 <\/td>\n
\nthis Plan, that are payable to a Participant and are contingent upon a Change of Control,
\nexceed an amount equal to two hundred and ninety-nine percent (299%) of the Participant\u0092s
\n\u0093base amount\u0094as that term is defined in Section 280G of the Code. For purposes
\nof making a calculation under this Section 3.9, the determination of the portion of a
\npayment that shall be treated as contingent upon a Change of Control shall be made in
\naccordance with Proposed Treasury Regulations Section 1.280G-1Q\/A-24.<\/font><\/td>\n<\/tr>\n<\/table>\n
Section 4 \u0096 Payment<\/b><\/font><\/p>\n\n\n
4.1<\/font><\/td>\nCommencement
\nof Payments<\/u>. Payments under this Plan shall begin not later than the first day of the
\ncalendar month following the occurrence of an event which entitles a Participant (or a
\nSurviving Spouse or Eligible Children) to payments under this Plan.<\/font><\/td>\n<\/tr>\n<\/table>\n
<\/p>\n\n\n
4.2<\/font><\/td>\nWithholding; Unemployment Taxes<\/u>.
\nTo the extent required by the law in effect at the time payments are
\nmade, Tenet shall withhold from payments made hereunder any taxes required to be withheld
\nby the Federal or any state or local government.<\/font><\/td>\n<\/tr>\n<\/table>\n
<\/p>\n\n\n
4.3<\/font><\/td>\nRecipients
\nof Payments<\/u>. All payments to be made by Tenet under the Plan shall be made to the
\nParticipant during his or her lifetime. All subsequent payments under the Plan shall be
\nmade by Tenet to Participant\u0092s Surviving Spouse, Eligible Children or their
\nguardian, if applicable.<\/font><\/td>\n<\/tr>\n<\/table>\n
<\/p>\n\n\n
4.4<\/font><\/td>\nNo
\nOther Benefits<\/u>. Tenet shall pay no benefits hereunder to the Participant, his or her
\nSurviving Spouse, Eligible Children or their legal guardian, if applicable, by reason of
\nTermination of Employment or otherwise, except as specifically provided herein.<\/font><\/td>\n<\/tr>\n<\/table>\n
<\/p>\n
-18-<\/font><\/p>\n
\n
<\/p>\n\n\n
4.5<\/font><\/td>\nLump
\nSum Distributions<\/u>. At any time following a Termination of Employment which occurs within
\ntwo (2) years after a Change of Control or following an Early Retirement or a Normal
\nRetirement, a Participant, or the Surviving Spouse of a Participant, who has a vested
\ninterest in the Plan may elect to receive a lump sum payment, in an amount determined
\nbelow, sixty (60) days after giving notice to the Committee of the Participant\u0092s, or
\nthe Participant\u0092s Surviving Spouse\u0092s, desire to receive such lump sum benefit.
\nThe date of the notice shall be the \u0093Commencement Date.\u0094The lump sum payment
\nshall be determined in accordance with the following provisions of this Section 4.5, and
\nthen shall be reduced by a penalty equal to ten percent (10%) of such payment which shall
\nbe forfeited to Tenet. However, the penalty shall not apply if the Committee determines,
\nbased on the advice of counsel or a final determination by the Internal Revenue Service
\nor any court of competent jurisdiction, that by reason of the foregoing elective
\nprovisions of this Section 4.5 any Participant, Surviving Spouse or Eligible Children has
\nrecognized or will recognize gross income for federal income tax purposes under this Plan
\nin advance of payment to him or her of Plan benefits. Tenet shall notify all Participants
\n(and Surviving Spouses or Eligible Children of deceased Participants) of any such
\ndetermination. Wherever any such determination is made, Tenet shall refund all penalties
\nwhich were imposed hereunder on account of making lump sum payments at any time during or
\nafter the first year to which such determination applies (i.e., the first year when gross
\nincome is recognized for federal income tax purposes). Interest shall be paid on any such
\nrefunds based on an interest factor determined under Section 4.5b hereof. The Committee
\nmay also reduce or eliminate the penalty if it determines that this action will not cause
\nany Participant to recognize gross income for federal income<\/font><\/td>\n<\/tr>\n<\/table>\n
<\/p>\n
-19-<\/font><\/p>\n
\n
<\/p>\n\n\n
 <\/td>\n
\ntax purposes under this Plan in advance of payment to him or her of Plan benefits.
\nNotwithstanding any other provision of this Plan, a penalty shall not apply if a retired
\nParticipant or the Surviving Spouse or Eligible Children of a deceased Participant
\nreceives a lump sum distribution due to a financial hardship. The Committee shall
\ndetermine whether a financial hardship exists in its sole discretion, but in good faith
\nand on a uniform, nondiscriminatory and reasonable basis. A hardship distribution shall
\nbe a cash payment not to exceed the amount necessary to relieve the hardship.<\/font><\/td>\n<\/tr>\n<\/table>\n
<\/p>\n\n\n
<\/font><\/td>\na.<\/font><\/td>\nWhen
\nmonthly benefit payments have not yet commenced and the Participant is living on the
\nCommencement Date, the lump sum payment (prior to the ten percent (10%) reduction) shall
\nequal the lump sum value of the Participant\u0092s Early Retirement Benefit or Normal
\nRetirement Benefit as of the Commencement Date. The amount described in this Section 4.5a
\nshall include, in addition, in the case of a Participant who has a spouse or Eligible
\nChildren on the Commencement Date, the lump sum value, determined as of such date, of any
\nbenefit payable to a Surviving Spouse or Eligible Children by reason of the Participant\u0092s
\ndeath on or after such date assuming such spouse would qualify as a Surviving Spouse on
\nand after such date. The lump sum amount representing the value of the benefits described
\nin the preceding two sentences shall be computed (i) first by reducing the amount of the
\nParticipant\u0092s monthly benefit payable under Section 3.2 hereof, if the Participant\u0092s
\nCommencement Date occurs before the Participant\u0092s Normal Retirement date, (ii) then
\ndetermining the survivor benefit which would be payable to a Surviving Spouse or Eligible
\nChildren in respect of such<\/font><\/td>\n<\/tr>\n<\/table>\n
<\/p>\n
-20-<\/font><\/p>\n
\n
<\/p>\n\n\n
 <\/td>\n
\nmonthly
\nbenefit under Section 3.1c or Section 3.2c whichever is applicable, and (iii) next
\ncommuting such benefits to their lump sum equivalent at the Commencement Date by
\nreference to the factor described in Section 4.5b. In computing the Participant\u0092s
\nmonthly benefit under clause (i) of the preceding sentence, if the Commencement Date
\noccurs before the earliest date when the Participant may commence to receive his or her
\nEarly Retirement Benefit, the Participant\u0092s Early Retirement Benefit shall be
\ncomputed as the annual actuarial equivalent of the Early Retirement Benefit which would
\nbe payable to him or her at the earliest date when benefits could commence under the
\nEarly Retirement provisions of Section 3.2, in the form of a single life annuity.<\/font><\/td>\n<\/tr>\n<\/table>\n
<\/p>\n
-21-<\/font><\/p>\n
\n
<\/p>\n\n\n
 <\/td>\n
\nWhen
\nannual benefits have previously commenced, the lump sum payment (prior to the ten percent
\n(10%) reduction) shall be equal to the difference between (A) minus (B) below, determined
\nas of the Participant\u0092s Commencement Date, accumulated to the date of the lump sum
\npayment using the same interest rate which is used in calculating the amounts (A) and
\n(B):<\/font><\/td>\n<\/tr>\n<\/table>\n
<\/p>\n\n\n
 <\/font><\/td>\n <\/font><\/td>\n <\/font><\/td>\n(A)<\/font><\/td>\nThe
\nlump sum value of the monthly benefits payable to the Participant (including any benefit
\npayable to the Surviving Spouse or Eligible Children) determined as of the Participant\u0092s
\nCommencement Date in the same manner as described in the previous paragraph.<\/font><\/td>\n<\/tr>\n<\/table>\n
<\/p>\n\n\n
 <\/font><\/td>\n <\/font><\/td>\n <\/font><\/td>\n(B)<\/font><\/td>\nThe
\nlump sum value of the monthly benefits previously paid to the Participant discounted to
\nthe Participant\u0092s Commencement Date.<\/font><\/td>\n<\/tr>\n<\/table>\n
<\/p>\n\n\n
 <\/td>\n
\nWhen
\na Surviving Spouse of a deceased Participant elects to receive a lump sum payment, the
\namount of the lump sum payment shall be determined by the Committee in a manner similar
\nto that used for a Participant, except that the lump sum payment shall only reflect the
\nbenefit which would be payable to a Surviving Spouse and Eligible Children. All lump sum
\nequivalents hereunder shall be determined by reference to the factor described in Section
\n4.5b.<\/font><\/td>\n<\/tr>\n<\/table>\n
<\/p>\n\n\n
<\/font><\/td>\nb.<\/font><\/td>\nThe
\nfactor described in this Section 4.5b is the actuarial equivalence factor of the Pension
\nBenefit Guaranty Corporation applicable to plans terminating on the Commencement Date.<\/font><\/td>\n<\/tr>\n<\/table>\n
<\/p>\n
-22-<\/font><\/p>\n
\n
<\/p>\n
Section 5 \u0096 Conditions Related to Benefits<\/b><\/font><\/p>\n\n\n
5.1<\/font><\/td>\nAdministration
\nof Plan<\/u>. The Committee has been authorized to administer the Plan and to interpret,
\nconstrue and apply its provisions in accordance with its terms. The Committee shall
\nadminister the Plan and shall establish, adopt or revise such rules and regulations as it
\nmay deem necessary or advisable for the administration of the Plan. All decisions of the
\nCommittee shall be by vote or written consent of the majority of its members and shall be
\nfinal and binding. Members of the Committee shall not be eligible to participate in the
\nPlan while serving as a member of the Committee.<\/font><\/td>\n<\/tr>\n<\/table>\n
<\/p>\n\n\n
5.2<\/font><\/td>\nNo
\nRight to Assets<\/u>. Neither a Participant nor any other person shall acquire by reason of
\nthe Plan any right in or title to any assets, funds or property of Tenet and its
\nsubsidiaries whatsoever including, without limiting the generality of the foregoing, any
\nspecific funds or assets which Tenet, in its sole discretion, may set aside in
\nanticipation of a liability hereunder. Tenet has established the 1994 Supplemental
\nExecutive Retirement Plan Trust, dated May 25, 1994 and amended and restated on July 25,
\n1994 (the \u0093Trust\u0094). Without limiting the generality of the foregoing, Section
\n1(d) of the Trust provides as follows:<\/font><\/td>\n<\/tr>\n<\/table>\n
<\/p>\n
-23-<\/font><\/p>\n
\n
<\/p>\n\n\n
 <\/td>\n
\nPlan
\nparticipants and their beneficiaries shall have no preferred claim on, or any beneficial
\nownership interest in, any assets of Tenet. Any rights created under the Plan and this
\nAgreement shall be mere unsecured contractual rights of Plan participants and their
\nbeneficiaries against Company. Any assets held by the Trust will be subject to the claims
\nof Company\u0093s general creditors under federal and state law in the event of
\nInsolvency, as defined in Section 3(a) herein.<\/font><\/td>\n<\/tr>\n<\/table>\n
<\/p>\n\n\n
 <\/td>\n
\nA
\nParticipant shall have only an unsecured contractual right to the amounts, if any,
\npayable hereunder.<\/font><\/td>\n<\/tr>\n<\/table>\n
<\/p>\n\n\n
5.3<\/font><\/td>\nNo
\nEmployment Rights<\/u>. Nothing herein shall constitute a contract of continuing employment or
\nin any manner obligate Tenet and its
\nSubsidiaries to continue the service of a Participant, or obligate a Participant
\nto continue in the service of Tenet and its Subsidiaries, and nothing herein
\nshall be construed as fixing or regulating the compensation paid to a
\nParticipant.<\/font><\/td>\n<\/tr>\n<\/table>\n
<\/p>\n\n\n
5.4<\/font><\/td>\nRight
\nto Terminate or Amend<\/u>. Except during any two year period after any Change of Control of
\nTenet, Tenet reserves the sole right to terminate the Plan at any time and to terminate
\nan Agreement with any Participant at any time. In the event of termination of the Plan or
\nof a Participant\u0092s Agreement, a Participant shall be entitled to only the vested
\nportion of his or her accrued benefits under Section 3 of the Plan as of the time of the
\ntermination of the Plan or his or her Agreement. All further vesting and benefit accrual
\nshall cease on the date of Plan or Agreement termination. Benefit payments would be in
\nthe amounts specified and would commence at the time specified in Section 3 as
\nappropriate. Tenet further reserves the right in its sole<\/font><\/td>\n<\/tr>\n<\/table>\n
<\/p>\n
-24-<\/font><\/p>\n
\n
<\/p>\n\n\n
 <\/td>\n
\ndiscretion
\nto amend the Plan in any respect except that Plan benefits cannot be reduced during any
\ntwo-year period after any Change of Control of Tenet. No amendment of the Plan (whether
\nthere has or has not been a Change of Control of Tenet) that reduces the value of the
\nbenefits theretofore accrued and vested by the Participant shall be effective.<\/font><\/td>\n<\/tr>\n<\/table>\n
<\/p>\n\n\n
5.5<\/font><\/td>\nEligibility<\/u>.
\nEligibility to participate in the Plan is expressly conditional upon an Employee\u0092s
\nfurnishing to Tenet certain information and taking physical examinations and such other
\nrelevant action as may be reasonably requested by Tenet. Any Employee Participant who
\nrefuses to provide such information or to take such action shall not be enrolled as or
\ncease to be a Participant under the Plan. Any Participant who commits suicide during the
\ntwo-year period beginning on the date of his or her Agreement, or who makes any material
\nmisstatement of information or non-disclosure of medical history, will not receive any
\nbenefits hereunder unless, in the sole discretion of the Committee, benefits in a reduced
\namount are awarded.<\/font><\/td>\n<\/tr>\n<\/table>\n
<\/p>\n\n\n
5.6<\/font><\/td>\nOffset<\/u>.
\nIf at the time payments or installments of payments are to be made hereunder, any
\nParticipant or his or her Surviving Spouse or both are indebted to Tenet and its
\nSubsidiaries, then the payments remaining to be made to the Participant or his or her
\nSurviving Spouse or both may, at the discretion of the Committee, be reduced by the
\namount of such indebtedness; provided, however, than an election by the Committee not to
\nreduce any such payment or payments shall not constitute a waiver of any claim for such
\nindebtedness.<\/font><\/td>\n<\/tr>\n<\/table>\n
<\/p>\n\n\n
5.7<\/font><\/td>\nConditions
\nPrecedent<\/u>. No Retirement Benefits will be payable hereunder to any Participant (i) whose
\nEmployment with Tenet or a Subsidiary is terminated because of his or her willful
\nmisconduct or gross negligence in the performance of his or her<\/font><\/td>\n<\/tr>\n<\/table>\n
<\/p>\n
-25-<\/font><\/p>\n
\n
<\/p>\n\n\n
 <\/td>\n
\nduties
\nor (ii) who within 3 years after Termination of Employment becomes an employee with or
\nconsultant to any third party engaged in any line of business in competition with Tenet
\nand its Subsidiaries (a) in a line of business in which Participant has performed
\nServices for Tenet and its Subsidiaries or (b) that accounts for more than ten percent
\n(10%) of the gross revenues of Tenet and its Subsidiaries taken as a whole.<\/font><\/td>\n<\/tr>\n<\/table>\n
Section 6 \u0096 Miscellaneous.<\/b><\/font> <\/p>\n\n\n
6.1<\/font><\/td>\nNon-assignability<\/u>.
\nNeither a Participant nor any other person shall have any right to commute, sell, assign,
\ntransfer, pledge, anticipate, mortgage or otherwise encumber, transfer, hypothecate or
\nconvey in advance any provision hereunder, or any part thereof, which are, and all rights
\nto which are, expressly declared to be unassignable and non-transferable. No part of the
\namounts payable shall, prior to actual payment, be subject to seizure or sequestration
\nfor the payment of any debts, judgments, alimony or separate maintenance owed by a
\nParticipant or any other person, nor be transferable by operation of law in the event of
\na Participant\u0092s or any person\u0092s bankruptcy or insolvency. Tenet may assign this
\nPlan to any Subsidiary which employs any Participant.<\/font><\/td>\n<\/tr>\n<\/table>\n
<\/p>\n\n\n
6.2<\/font><\/td>\nGender
\nand Number<\/u>. Wherever appropriate herein, the masculine may mean the feminine and the
\nsingular may mean the plural or vice versa.<\/font><\/td>\n<\/tr>\n<\/table>\n
<\/p>\n\n\n
6.3<\/font><\/td>\nNotice<\/u>.
\nAny notice required or permitted to be given to the Committee under the Plan shall be
\nsufficient if in writing and hand delivered, or sent by registered or certified mail, to
\nthe principal office of Tenet, directed to the attention of the Secretary of the
\nCommittee. Such notice shall be deemed given as of the date of delivery or, if delivery
\nis made by mail, as of the date shown on the postmark or on the receipt for registration
\nor certification.<\/font><\/td>\n<\/tr>\n<\/table>\n
<\/p>\n
-26-<\/font><\/p>\n
\n
<\/p>\n\n\n
6.4<\/font><\/td>\nValidity<\/u>.
\nIn the event any provision of this Plan is held invalid, void or unenforceable, the same
\nshall not affect, in any respect whatsoever, the validity of any other provision of this
\nPlan.<\/font><\/td>\n<\/tr>\n<\/table>\n
<\/p>\n\n\n
6.5<\/font><\/td>\nApplicable
\nLaw<\/u>. This Plan shall be governed and construed in accordance with the laws of the State
\nof California.<\/font><\/td>\n<\/tr>\n<\/table>\n
<\/p>\n\n\n
6.6<\/font><\/td>\nSuccessors
\nin Interest<\/u>. This Plan shall inure to the benefit of, be binding upon, and be enforceable
\nby, any corporate successor to Tenet or successor to substantially all of the assets of
\nTenet.<\/font><\/td>\n<\/tr>\n<\/table>\n
<\/p>\n\n\n
6.7<\/font><\/td>\nNo
\nRepresentation on Tax Matters<\/u>. Tenet makes no representation to Participants regarding
\ncurrent or future income tax ramifications of the Plan.<\/font><\/td>\n<\/tr>\n<\/table>\n
<\/p>\n
-27-<\/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":[9539,9550],"class_list":["post-40670","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__retirement"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/40670","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=40670"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=40670"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=40670"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=40670"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}