Retirement Agreement - HCA Management Services LP, HCA Inc. and Thomas F. Frist Jr.
RETIREMENT AGREEMENT
This agreement is by and between HCA Management Services, L.P., a
Delaware Limited Partnership ("Company"), HCA Inc., a Delaware corporation
("HCA") and Thomas F. Frist, Jr., M.D. ("Executive"), dated as of this 1st day
of January, 2002.
WHEREAS, Executive served as HCA's Chief Executive Officer and Chairman
from July 1997 to January 2001, and as Chairman until January 2002, without
salary;
WHEREAS, Executive's tireless efforts have greatly enriched the
reputation, business and prospects of HCA;
WHEREAS, the Executive desires to retire as an employee of the Company
and as Chairman of HCA as of January 1, 2002; and
WHEREAS, the Company, HCA and Executive desire to enter into this
agreement on the terms and conditions set forth herein or under the terms of all
employee benefit plans and programs in which Executive was a participant in
accordance with the terms of such plans and programs;
NOW, THEREFORE, the parties agree as follows:
1. Executive shall receive a one-time payment of $30,352.39, less
withholding taxes, to enable Executive to continue medical
insurance comparable to that currently provided by the Company.
2. The Company shall provide or reimburse the Executive for office
space and reasonable office equipment, including supplies,
furniture and fixtures, comparable to the Executive's existing
office and equipment. This arrangement shall terminate upon
written notice by the Executive.
3. The Company shall employ an Administrative Assistant of
Executive's choosing for the Executive's clerical support. The
Assistant shall remain an employee of the Company subject to the
policies of the Company until the Assistant's voluntary
termination, release by the Company at the Executive's request
or until such time as the Executive chooses to no longer
maintain an office. The Assistant shall be compensated based on
the budget guidelines used for other employees of the Company.
The Assistant shall receive an annual review of performance and
any resulting compensation change.
4. The Company or HCA shall provide the Executive and/or his
immediate family the use of Company or HCA owned hangar space in
Nashville, Tennessee for one (1) Executive or family owned
aircraft. This arrangement shall be made available by the
Company or HCA to Executive and/or his immediate family as long
as needed, unless terminated earlier by Executive and/or
immediate family. Nothing in this paragraph obligates the
Company or HCA to provide hangar space to the Executive and his
immediate family beyond the Company's or HCA's need for such
space.
The foregoing is in consideration of the Executive's agreement that all
promises set forth herein are accepted in full and final release and settlement
of any and all claims of any type relating to Executive's employment or the
operation of the Company or HCA which Executive ever had or may now have against
Company or HCA, or any of the Company's or HCA's successors, purchasers,
subsidiaries, assigns, affiliates, or parent, and the officers, agents,
directors, or employees of any of them. Executive agrees to cooperate fully in
conjunction with any dispute, grievance, claim or litigation, which now exists
or may arise in the future concerning any matters with which Executive may have
been involved. Nothing in this statement shall require the Executive to act
contrary to the advice of counsel. Executive shall receive reimbursement for
reasonable expenses resulting
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from such assistance to the Company or HCA. Executive shall be indemnified by
the Company or HCA in accordance with, and to the fullest extent allowed by, the
provisions of Delaware law and Article Sixteenth of the Restated Certificate of
Incorporation of HCA and will be provided advancement of reasonable legal fees
and costs to the extent provided therein.
Also, in consideration of the agreements set forth herein, Executive,
for himself, his agents, attorneys, heirs, administrators, executors and
assigns, and anyone acting or claiming to act on his behalf, hereby releases,
forever discharges, waives recovery from any suits against, and covenants never
to sue the Company or HCA, its past and present employees, officers, directors,
stockholders, agents, attorneys, partners, affiliates, subsidiaries, parent
corporations, insurers, successor and assigns, and anyone acting on the
Company's or HCA's behalf, from any and all claims, causes of action, demands,
damages, costs, expenses, liabilities or other losses whatsoever sustained or
yet to be sustained (whether presently known or unknown) that in any way arise
from, grow out of, or are related to Executive's employment with the Company or
Executive's retirement from employment with the Company or as Chairman of HCA,
including, but not limited to, any rights or claims arising under Title VII of
the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the
Americans With Disabilities Act, the Family and Medical Leave Act, the Employee
Retirement Income Security Act, the Tennessee Human Rights Act, and any other
federal, state or other governmental legislative enactment, administrative
regulation or rule, or common law cause of action of any kind.
Executive acknowledges to have read this agreement and to understand
all of its terms. Executive further acknowledges to have been informed of the
right to agree or not agree to the terms set forth herein and has executed this
agreement voluntarily with full knowledge of its significance and consequences.
Executive acknowledges to have been given a period of twenty-one (21) days
within which to consider the terms and conditions of this Agreement and that
Executive has voluntarily chosen to execute this Agreement on the date of its
execution, as evidenced by signature. In addition, Company, HCA and Executive
agree that Executive has seven (7) days following the execution of this
Agreement in which to revoke this Agreement by written notice, and that no
amount will be paid to Executive under this Agreement until such period has
expired. If Executive gives written notice of his intent to withdraw from this
Agreement within such period, this Agreement shall be null and void.
This agreement is binding on and shall inure to the benefit of the
Executive, Company, HCA and its successors and/or assigns.
Executive acknowledges that Executive has read the foregoing, has had
ample time to consider it, including ample time to consult with counsel of
Executive's choice, and Executive voluntarily agrees to all terms set forth
herein.
HCA MANAGEMENT SERVICES, L.P.
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By: THOMAS F. FRIST, JR., M.D.
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Title:
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HCA INC.
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By:
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Title:
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