Employment Agreement - Tenet Healthcare Corp. and Thomas B. Mackey
January 13, 1999
PERSONAL & CONFIDENTIAL
(Revised January 13, 1999)
Thomas B. Mackey
Western Division
Carlsbad, California
Dear Tom:
I am pleased to confirm the offer for you to become the Chief Operating
Officer for Tenet Healthcare Corporation in the Office of President in Santa
Barbara. Your new responsibilities will commence immediately.
1. COMPENSATION AND BENEFITS: You will be entitled to compensation and
benefits as follows:
a. BASE COMPENSATION: Your base salary will be increased to the rate of
$550,000 per year, payable bi-weekly effective January 15, 1999.
b. ANNUAL INCENTIVE PLAN: Your target award percentage in the Tenet
Annual Incentive Plan will be 60% with a maximum award of 90% of target and a
growth award level to be determined.
Jeff has committed a further elevation of your salary and AIP percentage in
late summer or early fall. Your pay would again be revisited at fiscal year
end (May 31, 2000).
c. CAR ALLOWANCE: You will receive a car allowance in the amount of
$20,000 per year paid bi-weekly.
d. BENEFITS: You will continue to be eligible for the employee benefits
for which you are currently eligible.
e. EXECUTIVE MEDICAL: You will participate in Tenet's ExecuPlan which
provides reimbursement for out of pocket health and dental expenses and
premiums at a $7,500 annual level.
f. STOCK OPTIONS: You will receive 260,000 non-qualified stock options
as granted on January 12, 1999, by the Compensation and Stock Option
Committee. This grant coupled with the grant of 140,000 options in December
1998 is to be viewed as a two-year grant so that you would normally not be
considered for further option grants prior to December 2000. The vesting of
the new options will be one-third each year over three years.
<PAGE>
Thomas B. Mackey
January 13, 1999
Page 2
g. RELOCATION: Tenet will:
-- pack, move and unpack household goods
-- reimburse the reasonable selling expenses to sell your home
-- provide you a swing loan interest free secured by equity in your home
to be liquidated when your home is sold
-- if your home does not sell promptly, Tenet will buy your home at the
appraised value using our standard appraisal method (average of two
professional appraisals). If the appraisals are more than 5% apart,
a third appraisal will be requested and the purchase price will be
the average of the two closest appraisals.
-- indemnify you for property improvements for which you will not
receive full value totaling approximately $280,000, which will be
grossed up.
-- pay a housing differential based on actual additional housing
expenses you incur for property taxes and mortgage interest but not
to exceed $170,000 per year. The differential will be paid at 100%
for the first four years, 75% in year five, 50% in year six, 25% in
year seven and zero after seven years. The differential will be
paid monthly and is not subject to gross up. The differential
amount assumes you will invest all the equity from your present
home in the new home.
-- extend provisions of the general Relocation Policy #609 including
appropriate temporary or duplicate housing.
h. RELOCATION PROTECTION: If for some reason within the next three years
you do not continue in this position, the company will pay for your
relocation from Santa Barbara to a destination as far away as San Diego and
will guaranty the resale of your home at cost plus documented capital
improvements so long as your original purchase price of the Santa Barbara
home is within plus or minus five percent of the appraised value of the
property at the time of purchase.
i. SEVERANCE PROTECTION AGREEMENT: You will participate in the Tenet
Severance Protection Plan at the same level provided to our current Chairman
and President which provides severance equal to two times base salary plus
target bonus, benefits continuation and legal fees reimbursement for a
qualifying termination following a change of control of Tenet. No severance
is due in the event of a termination for "cause" described below or voluntary
termination except as provided under the Plan for "good reason".
Should your employment with Tenet be terminated by the company without
cause within three years from this date, you shall receive severance benefits
of two years' salary and benefits continuation (excluding AIP). If within
three years from this date Mr. Jeffrey Barbakow ceases to be Chairman and
Chief Executive Officer of Tenet ("the triggering event") then you may
voluntarily terminate your employment and receive the above severance
benefits so long as, within 120 days of such triggering event, you notify the
Chief Human Resources Officer of Tenet in writing that you intend to
voluntarily terminate under these provisions. You may not receive benefits
both under this severance arrangement and any other severance program, plan
or arrangement with Tenet. You will be paid under the plan, program or
arrangement for which you are eligible which provides the greatest benefit.
<PAGE>
Thomas B. Mackey
January 13, 1999
Page 3
Finally, your employment with the company will be continue to be on an
at-will basis which means that either you or the company may terminate the
employment relationship with or without notice or with or without cause at
any time. The term "cause" as used above shall include, but not be limited
to, dishonesty, fraud, willful misconduct, self dealing or violation of the
company's Standards of Conduct, breach of fiduciary duty (whether or not
involving personal profit), failure, neglect or refusal to perform your
duties in any material respect, violation of law (except traffic violations
or similar minor infractions), violation of the company's Human Resources
Operations or other Policies, or any material breach of this agreement;
provided, however, that a failure to achieve or meet business objectives as
defined by the company shall not be considered "cause" so long as you have
devoted your best and good faith efforts and full attention to the
achievement of those business objectives.
This letter contains the entire agreement between you and Tenet regarding
the terms and conditions of your employment, and fully supersedes any and all
prior agreements that may have existed between you and Tenet regarding the
terms and conditions of your employment.
Tom, assuming these terms are agreeable, please sign this letter
indicating your acceptance and return to me.
We are enthusiastic about you accepting this new assignment. Please call
me if you have any questions.
Sincerely, ACCEPTED AND AGREED TO:
__________________________________
Alan R. Ewalt Thomas B. Mackey Date
Senior Vice President Human Resources
c: Jeffrey Barbakow