Employment Agreement - Tenet Healthcare Corp. and Barry Schochet
February 23, 1999
PERSONAL & CONFIDENTIAL
Barry Schochet
Dallas Operations Center
Dallas, Texas
Dear Barry:
I am pleased to confirm the offer for you to become Vice Chairman for
Tenet Healthcare Corporation reporting to Jeffrey Barbakow. Your new
responsibilities will commence immediately.
Barry, we are excited about your accepting this important new role. Jeff
advises that you could office in either Santa Barbara or the Dallas
Operations Center. Practically, although you will have an office in Santa
Barbara, given your anticipated travel, you will probably want to retain your
primary office in the Dallas Operations Center. Also you may find it more
suitable to your personal situation to not to have to relocate.
Your compensation and benefit arrangements will continue as at present
with the exception that we will recommend to the Compensation Committee to
make a special grant of stock options in an amount to be determined at their
next meeting. This grant, if made, will be in place of any further grants in
calendar year 1999.
You, Jeff, Tom and Trevor have discussed certain job responsibilities.
This position is a top level executive assignment which will include the
following general areas:
a. Develop or acquire new lines of business which complement the hospital
business.
b. Create strategic initiatives to improve the performance and
growth of operations.
c. Represent the company in industry associations and policy groups. Be
Tenet's lead board member at FAHS.
d. Manage the government relations department and lobbying activities.
e. Advise the Chairman and Office of the President on strategic and
operational plans and other matters as need be.
f. Other duties as agreed with senior management.
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 in 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".
Absent a change in control, 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 severance benefits described in this paragraph so long as, within
120 days of such
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Barry Schochet
February 23, 1999
Page 2
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.
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.
Barry, 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 Barry Schochet Date
SVP, Human Resources
c: Jeffrey Barbakow