EMPLOYMENT AGREEMENT Jack O. Bovender Jr.
Exhibit 10.27(a)
EMPLOYMENT AGREEMENT
Xxxx X. Xxxxxxxx Xx.
Xxxx X. Xxxxxxxx Xx.
This EMPLOYMENT AGREEMENT (the “Agreement”) dated November 16, 2006 is entered into by
and between Hercules Holding II, LLC (the “Company”) and Xxxx X. Xxxxxxxx Xx. (the
“Executive”).
In connection with the merger contemplated under that certain Agreement and Plan of Merger by
and among HCA Inc. (“HCA”), the Company and Hercules Acquisition Corporation, dated July
24, 2006 (the “Merger Agreement”, and such transaction being the “Merger”) the
Company desires to employ Executive and to enter into an agreement embodying the terms of such
employment, effective as of the consummation of the Merger (the “Closing”);
After the Closing, the Company will own substantially all of the stock of HCA; and
Executive desires to accept such employment and enter into such an agreement.
In consideration of the promises and mutual covenants herein and for other good and valuable
consideration, the parties agree as follows:
a. During the Employment Term, Executive shall serve as the Chairman and Chief Executive
Officer of HCA. In such position, Executive shall have such duties, authority and responsibility
as shall be determined from time to time by the Board of Directors of HCA (the “Board”),
which duties, authority and responsibility are consistent with his existing position with HCA with
respect to the business of HCA. For so long as Executive is an officer with the Company, Executive
shall serve as a member of the Board. Executive shall, if requested, also serve as a member of the
Board of Directors of any affiliate of the Company, without additional compensation.
b. During the Employment Term, Executive will devote Executive’s full business time and best
efforts to the performance of Executive’s duties hereunder and will not engage in any other
business, profession or occupation for compensation or otherwise which
would conflict or interfere with the rendition of such services either directly or indirectly,
without the prior written consent of the Board; provided that nothing herein shall preclude
Executive, subject to the prior approval of the Board, from accepting appointment to or continue to
serve on any board of directors or trustees of any business corporation or any charitable
organization; provided in each case, and in the aggregate, that such activities do not
conflict or interfere with the performance of Executive’s duties hereunder or conflict with Section
8.
a. With respect to the 2006 fiscal year, Executive shall be eligible to receive the annual
bonus to which Executive is otherwise entitled under the HCA 2006 Senior Officer Performance
Excellence Program as a “covered officer” (as defined therein), to be paid at the target level on
the Closing Date; pursuant to such program, and as set forth in the Merger Agreement.
b. With respect to each full fiscal year of HCA (a “Fiscal Year”) occurring
during the Employment Term, beginning with the 2007 Fiscal Year, Executive shall be eligible to
earn, pursuant to an annual bonus program to be adopted by the Board, an annual bonus award (an
“Annual Bonus”) equal to a percentage of Executive’s Base Salary, based upon the extent to
which annual performance targets established by the Board are met or exceeded. The Annual Bonus,
if any, shall be paid to Executive within two and one-half (2.5) months after the end of the
applicable Fiscal Year. For the 2007 Fiscal Year, Executive shall be eligible to earn a target
bonus of (i) 120% of Base Salary (the “Target Bonus”) if annual performance targets are
met, (ii) 50% of the Target Bonus if a lower “threshold” level of performance is achieved, or (iii)
two times the Target Bonus if “maximum” performance goals are achieved, with the Annual Bonus
amount being interpolated, in the sole discretion of the Board, in the event that performance
results exceed “threshold” goals but do not exceed “maximum” goals. For the 2007 Fiscal Year,
“target” performance will be $4,407 million in EBITDA (which will be calculated in the same way it
is calculated for purposes of the vesting of options granted under the New Option Plan (as defined
below) that vest based on the attainment of EBITDA targets), “threshold” performance will be 96.4%%
of “target” and “maximum” performance will be 103.6% “of target” performance (with appropriate
adjustments by the Board for extraordinary transactions and changes in capital expenditures). With
respect to the 2008 Fiscal Year, the Board shall in good faith attempt to provide Annual Bonus
opportunities to Executive that are consistent with those applicable to the 2007 Fiscal Year,
unless doing so would be adverse to the interests of HCA, the Company or their shareholders. For
later fiscal years, the Board will set bonus opportunities in consultation with the Chief Executive
Officer of HCA.
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compensation, cash incentive compensation and perquisite plans as in effect from time to time
for senior executives of HCA (collectively “Employee Benefits”). In addition, during the
Employment Term, reasonable business expenses incurred by Executive in the performance of
Executive’s duties hereunder shall be reimbursed by HCA in accordance with HCA’s policies. During
the Employment Term, HCA shall also (a) provide Executive with Director’s and Officer’s
indemnification and insurance coverage to the extent that the Board determines to be reasonable, in
its sole discretion, for a company of the nature and size of HCA and (b) shall continue Executive’s
participation in HCA’s Supplemental Executive Retirement Plan until such time as Executive has
become fully vested in the maximum benefit available to the Executive under that plan (including
achieving the maximum years of service) in accordance with the terms of the Merger Agreement.
a. In connection with the Merger, Executive shall (i) participate in the equity compensation
program established by HCA effective as of the Closing, pursuant to which, on the Closing,
Executive shall receive a grant of options to purchase shares of common stock of HCA (with an
exercise price of $51.00 per share) pursuant to a stock incentive plan to be adopted by HCA (the
“New Options”, and any shares of common stock acquired upon exercise of such New Options,
“Option Stock”, with the plan being the “New Option Plan”), (ii) be permitted to
rollover existing HCA stock options and/or shares of HCA common stock (or have such options and/or
shares cashed out in connection with the Merger and (iii) execute a stockholder’s agreement and
such other related agreements that are in forms reasonably acceptable to Executive and the Company
(such agreements, together with the option grant and stock incentive plan, the “Equity
Agreements”). Executive’s New Options (ignoring Executive’s possible receipt of 2x Time
Options, as defined and discussed below in Section 6(b)) will cover approximately 0.0375 times 10%
of the fully diluted equity of HCA on the Closing Date (10% of the fully diluted equity of HCA on
the Closing Date being the “Option Pool”).
b. HCA will reserve 10% of the Option Pool to be granted on the following terms (these options
being the “2x Time Options”). HCA agrees that after Closing Date, it will grant 100% of
the 2x Time Options to one or more of Xxxx Xxxxxxxx, Xxxxxxx Xxxxxxx, R. Xxxxxx Xxxxxxx, Xxxxxx
Xxxxx, W. Xxxx Xxxxxxxx, Xxxxxxx Xxxxxxx, and Xxxxxxx Xxxx (the “Tier 1 Executives”). The
individual allocations will be based upon each executive’s contribution to HCA and the Company
between the Closing and the date of grant as determined by the Board in consultation with the Chief
Executive Officer (provided that the fact that Xxxx Xxxxxxxx may have retired prior to the grant
date will not be held against him in making such allocation and shall not preclude him from
receiving 2x Time Options). A percentage of the 2x Time Options will be vested and exercisable on
the date of grant, such percentage corresponding to the percentage of the period measured between
the Closing Date and the fifth anniversary of the Closing Date that has elapsed as of the grant
date. The 2x Time Options will otherwise vest pursuant to the schedule generally used in
connection with HCA’s other time-vesting options, subject to continued employment (or special
provisions governing retirement as may be mutually agreed to by an Executive and the Company or
HCA). The 2x Time Options will have an exercise price of $102 per share (subject to adjustment to
take into account any share splits, extraordinary cash dividends, or other adjustment events under
Section 8 of the New Option Plan, in any case made on or after Closing). The Board will in good
faith attempt to time the
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grant of the 2x Time Options relatively near in time to but before the earlier of (i) a
“Change in Control” or “Public Offering” as defined in the New Option Plan or (ii) the time at
which the Board in its good faith judgment, believes that it is likely that the fair market value
per share of HCA common stock will soon thereafter exceed the proposed exercise price of the 2x
Time Options, but not later than the fifth anniversary of the Closing Date. The form of the award
agreement for the 2x Time Options will otherwise be consistent with the terms of time-vesting
options that the Executive is granted in connection with the Closing. If an executive’s employment
is terminated, then any 2x Time Options which are forfeited (or 2x option shares which are
repurchased) would be re-issued to the other then-remaining Tier 1 Executives or the person who is
chosen to replace the forfeiting Tier 1 Executive.
c. In connection with the foregoing, Executive hereby acknowledges his or her commitment to
invest in the Company or HCA as agreed to in that certain Management Investment Letter agreement
between the Executive and the Company, in an amount as described under the sub-heading “Equity Roll
Over Commitments” in HCA’s definitive proxy statement filed October 17, 2006.
(i) The Employment Term and Executive’s employment hereunder may be terminated by the Company
for Cause (as defined below) and shall terminate automatically upon Executive’s voluntary
resignation without Good Reason (as defined below).
(ii) For purposes of this Agreement, “Cause” shall mean Executive’s:
(A) willful and continued failure to perform his or her material duties with
respect to the Company or it subsidiaries which continues beyond ten (10) business days
after a written demand for substantial performance is delivered to Executive by the
Company (the “Cure Period”); or
(B) willful or intentional engaging by Executive in material misconduct that causes
material and demonstrable injury, monetarily or otherwise, to the Company, the Sponsor
Group (as defined in Section 8 below) or their respective affiliates; or
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(C) conviction of, or a plea of nolo contendere to, a crime constituting (x) a
felony under the laws of the United States or any state thereof or (y) a misdemeanor for
which a sentence of more than six months’ imprisonment is imposed; or
(D) willful and material breach of the Equity Agreements, or Executive’s engaging
in any action in breach of the covenants set forth in Section 8, which continues beyond
the Cure Period (to the extent that, in the Board’s reasonable judgment, such breach can
be cured).
For purposes of this Section 7(a)(ii), an action will not be considered “willful” unless
taken in bad faith or without the reasonable belief that it was in the best interest of
HCA.
(iii) If Executive’s employment is terminated by the Company for Cause or if Executive
voluntarily resigns without Good Reason (other than due to Executive’s death or Disability (as
defined in Section 7(b) below)), Executive shall be entitled to receive:
(A) any Base Salary earned, but unpaid, through the date of termination;
(B) any Annual Bonus earned, but unpaid, as of the date of termination for the
immediately preceding Fiscal Year, paid in accordance with Section 4 (except to the
extent payment is otherwise deferred pursuant to any applicable deferred compensation
arrangement with HCA);
(C) reimbursement, within 60 days following submission by Executive to the Company
and HCA of appropriate supporting documentation, for any unreimbursed business expenses
properly incurred by Executive in accordance with HCA policy prior to the date of
Executive’s termination; so long as claims for such reimbursement (accompanied by
appropriate supporting documentation) are submitted to the Company and HCA within 90
days following the date of Executive’s termination of employment; and
(D) such Employee Benefits, if any, as to which Executive may be entitled under the
employee benefit plans of HCA, (the amounts described in clauses (A) through (D) hereof
being referred to as the “Accrued Rights”).
Following such termination of Executive’s employment by the Company for Cause or voluntary
resignation by Executive without Good Reason (other than due to Executive’s death or Disability),
except as set forth in this Section 7(a)(iii) or the Equity Agreements, Executive shall have no
further rights to any compensation or any other benefits from the Company or any of its affiliates.
(i) The Employment Term and Executive’s employment hereunder shall terminate upon Executive’s
death and may be terminated by the Company if Executive becomes disabled (within the meaning of
Section 409A of the Internal Revenue Code (such incapacity is hereinafter referred to as
“Disability”)). Any question as to the existence of the Disability of
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Executive as to which Executive and the Company cannot agree shall be determined in writing by
a qualified independent physician mutually acceptable to Executive and the Company. If Executive
and the Company cannot agree as to a qualified independent physician, each shall appoint such a
physician and those two physicians shall select a third who shall make such determination in
writing. The determination of Disability made in writing to the Company and Executive shall be
final and conclusive for all purposes of this Agreement, and the Company shall bear the costs of
retaining the independent physician.
(ii) Upon termination of Executive’s employment hereunder for either Disability or death,
Executive or Executive’s estate (as the case may be) shall be entitled to receive:
(A) the Accrued Rights; and
(B) a pro rata portion of the Annual Bonus, if any, that Executive would have been
entitled to receive pursuant to Section 4 hereof for the Fiscal Year in which such
termination occurs, based upon HCA’s actual results for the year of termination and the
percentage of the Fiscal Year that shall have elapsed through the date of Executive’s
termination of employment, payable to Executive pursuant to Section 4 had Executive’s
employment not terminated (a “Prorated Bonus”).
Following Executive’s termination of employment due to death or Disability, except as set
forth in this Section 7(b)(ii) or the Equity Agreements, Executive shall have no further rights to
any compensation or any other benefits from the Company or any of its affiliates.
(i) The Employment Term and Executive’s employment hereunder may be terminated by the Company
without Cause (other than by reason of Executive’s Disability) and shall terminate automatically
upon Executive’s voluntary resignation for Good Reason.
(ii) For purposes of this Agreement, “Good Reason” shall mean:
(A) (I) a reduction in Executive’s Base Salary (other than a general reduction in
Base Salary that affects all similarly situated employees (defined as all employees
within the same HCA pay grade as that of Executive) in substantially the same
proportions that the Board implements in good faith after consultation with the Chief
Executive Officer and Chief Operating Officer of HCA), or (II) a reduction in
Executive’s annual incentive compensation opportunity, or (III) the reduction of
benefits payable to Executive under HCA’s Supplemental Executive Retirement Plan, in
each case other than any isolated, insubstantial and inadvertent failure by the Company
or HCA that is not in bad faith and is cured within ten (10) business days after
Executive gives the Company written notice of such event; or
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(B) a substantial diminution in Executive’s title, duties and responsibilities,
other than any isolated, insubstantial and inadvertent failure by the Company or HCA
that is not in bad faith and is cured within ten (10) business days after Executive
gives the Company written notice of such event; or
(C) a transfer of Executive’s primary workplace to a location that is more than
twenty (20) miles from his or her workplace as of the date of this Agreement.
(iii) If Executive’s employment is terminated by the Company without Cause (other than by
reason of Executive’s Disability), or if Executive voluntarily resigns with Good Reason, Executive
shall be entitled to receive:
(A) the Accrued Rights;
(B) subject to Executive’s execution and delivery of a general release of claims
against the Company and its affiliates in a form reasonably acceptable to the Company
and Executive’s continued compliance with the provisions of Sections 8 and 9, payment of
an amount equal to the product of (I) three times the sum of (II) Executive’s (x) then
Base Salary and (y) Annual Bonus paid or payable in respect of the Fiscal Year
immediately preceding the Fiscal Year in which such termination occurs, payable over a
two-year period (or such shorter period as may be required by applicable tax laws) (the
“Severance Period”);
(C) a Prorated Bonus;
(D) continued coverage under HCA’s group health plans during the Severance Period
on the same basis as such coverage was provided immediately prior to Executive’s
termination of employment; provided that, in order to facilitate such coverage,
the Executive, in accordance with HCA’s policies in effect at the time of Executive’s
termination, agrees to elect continuation coverage in accordance with the provisions of
the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (the amounts
described in clauses (B), (C) and (D) hereof being referred to as the “Severance
Benefits”);
(E) notwithstanding any provision to the contrary in the New Option, Executive’s
vested New Options will remain exercisable until the first anniversary of the
termination of Executive’s employment.
Following Executive’s termination of employment by the Company without Cause (other than by
reason of Executive’s Disability) or voluntary resignation with Good Reason by Executive, Executive
shall be permitted to choose to have Executive’s covenants described in Section 8(a)(i) (as well as
any similar covenant in HCA’s shareholder’s agreement) waived in lieu of receiving the Severance
Benefits; and, except as set forth in this Section 7(c)(iii) or the Equity Agreements, Executive
shall have no further rights to any compensation or any other benefits from the Company or any of
its affiliates.
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a. Executive acknowledges and recognizes the highly competitive nature of the businesses of
the Company and its affiliates and, subject to the provisions of Section 7(c)(iii), accordingly
agrees as follows:
(i) During the Employment Term and, for a period of twenty-four (24) months following
the date Executive ceases to be employed hereunder for any reason (the “Restricted Period”),
Executive will not directly or indirectly:
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| (A) | engage in any business that competes with the business of the Company or its affiliates (including businesses which the Company or its affiliates have specific plans to conduct in the future, as to which the Company or its affiliates have taken steps towards commencing and as to which Executive has participated in such planning) in any geographical area where the Company or its affiliates manufactures, produces, sells, leases, rents, licenses or otherwise provides its products or services (a “Competitive Business”); | ||
| (B) | enter the employ of, or render any services to, any Person (or any division or controlled or controlling affiliate of any Person) who or which engages in a Competitive Business; | ||
| (C) | acquire a financial interest in, or otherwise become actively involved with, any Competitive Business, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant; or | ||
| (D) | interfere with, or attempt to interfere with, business relationships (whether formed before, on or after the date of this Agreement) between the Company or any of its affiliates and customers, clients, or suppliers of the Company or its affiliates. |
(ii) Notwithstanding anything to the contrary in this Agreement, Executive may,
directly or indirectly own, solely as an investment, securities of any Person engaged in the
business of the Company or its affiliates which are publicly traded on a national or
regional stock exchange or quotation system or on the over-the-counter market if Executive
(x) is not a controlling person of, or a member of a group which controls, such person and
(y) does not, directly or indirectly, own 5% or more of any class of securities of such
Person.
(iii) During the Restricted Period, Executive will not, whether on Executive’s own
behalf or on behalf of or in conjunction with any Person, directly or indirectly:
| (A) | solicit or encourage any employee of the Company or its affiliates to leave the employment of the Company or its affiliates; or | ||
| (B) | hire any such employee who was employed by the Company or its affiliates as of the date of Executive’s termination of employment with the Company or who left the employment of the Company or its affiliates coincident with, or within one year prior to, the termination of Executive’s employment with the Company. |
9
(iv) During the Restricted Period, Executive will not, directly or indirectly, solicit
or encourage to cease to work with the Company or its affiliates any consultant then under
contract with the Company or its affiliates.
(v) Notwithstanding the foregoing, the term “affiliates” as used in Section 8(a) will
not include any member of the Sponsor Group (as defined below) or their affiliates that are
not engaged in Competitive Business. For purposes of this Agreement, the term “Sponsor
Group” shall mean Xxxx Capital Partners LLC, Kohlberg Kravis Xxxxxxx & Co. L.P., and
Xxxxxxx Xxxxx Global Private Equity.
b. It is expressly understood and agreed that although Executive and the Company consider the
restrictions contained in this Section 8 to be reasonable, if a final judicial determination is
made by a court of competent jurisdiction that the time or territory or any other restriction
contained in this Agreement is an unenforceable restriction against Executive, the provisions of
this Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum
time and territory and to such maximum extent as such court may judicially determine or indicate to
be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction
contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make
it enforceable, such finding shall not affect the enforceability of any of the other restrictions
contained herein.
a. Executive will not at any time (whether during or after Executive’s employment hereunder):
(i) retain or use for the benefit, purposes or account of Executive or any other Person; or (ii)
disclose, divulge, reveal, communicate, share, transfer or provide access to any Person outside the
Company (other than its professional advisers who are bound by confidentiality obligations), any
non-public, proprietary or confidential information —including without limitation trade secrets,
know-how, research and development, software, databases, inventions, processes, formulae,
technology, designs and other intellectual property, information concerning finances, investments,
profits, pricing, costs, products, services, vendors, customers, clients, partners, investors,
personnel, compensation, recruiting, training, advertising, sales, marketing, promotions,
government and regulatory activities and approvals — concerning the past, current or future
business, activities and operations of the Company, its subsidiaries or affiliates and/or any third
party that has disclosed or provided any of same to the Company on a confidential basis
(“Confidential Information”) without the prior written authorization of the Board.
b. “Confidential Information” shall not include any information that is (i) generally known to
the industry or the public other than as a result of Executive’s breach of this covenant or any
breach of other confidentiality obligations by third parties; (ii) made legitimately available to
Executive by a third party without breach of any confidentiality obligation; or (iii) required by
law to be disclosed; provided that Executive shall give prompt written notice to the
Company of such requirement, disclose no more information than is so required, and cooperate with
any attempts by the Company to obtain a protective order or similar treatment.
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c. Except as required by law, Executive will not disclose to anyone, other than Executive’s
immediate family and legal or financial advisors, the existence or contents of this Agreement;
provided that Executive may disclose to any prospective future employer the provisions of
Sections 8 and 9 of this Agreement provided they agree to maintain the confidentiality of such
terms.
d. Upon termination of Executive’s employment hereunder, Executive shall (i) cease and not
thereafter commence use of any Confidential Information or intellectual property (including without
limitation, any patent, invention, copyright, trade secret, trademark, trade name, logo, domain
name or other source indicator) owned or used by the Company, its subsidiaries or affiliates; (ii)
immediately destroy, delete, or return to the Company, at the Company’s option, all originals and
copies in any form or medium (including memoranda, books, papers, plans, computer files, letters
and other data) in Executive’s possession or control (including any of the foregoing stored or
located in Executive’s office, home, laptop or other computer, whether or not Company property)
that contain Confidential Information or otherwise relate to the business of the Company, its
affiliates and subsidiaries, except that Executive may retain only those portions of any personal
notes, notebooks and diaries (including Executive’s personal rolodex) that do not contain any
Confidential Information; and (iii) notify and fully cooperate with the Company regarding the
delivery or destruction of any other Confidential Information of which Executive is or becomes
aware.
a. Executive acknowledges and agrees that the Company’s remedies at law for a breach or
threatened breach of any of the provisions of Section 8 or Section 9 would be inadequate and the
Company would suffer irreparable damages as a result of such breach or threatened breach. In
recognition of this fact, Executive agrees that, in the event of such a breach or threatened
breach, in addition to any remedies at law, the Company, without posting any bond, shall be
entitled to cease making any payments or providing any benefit otherwise required by this Agreement
and obtain equitable relief in the form of specific performance, temporary restraining order,
temporary or permanent injunction or any other equitable remedy which may then be available.
b. In the event that the Executive breaches these covenants during the Restricted Period, in
addition to other remedies, the Company will be entitled to recover any payments made by the
Company to the Executive in respect of the repurchase of the Executive’s New Options and Option
Stock (except that, with respect to the Option Stock, such recovery will be limited to only the
amounts, if any, that the Executive received in excess of the exercise price paid by the Executive
in acquiring such Option Stock, on a net after-tax basis).
a. Governing Law. This Agreement shall be governed by and construed in accordance
with the laws of the State of Tennessee, without regard to conflicts of laws principles thereof.
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b. Dispute Resolution. Except as otherwise provided in Section 10 of this Agreement,
any controversy, dispute, or claim arising out of, in connection with, or in relation to, the
interpretation, performance or breach of this Agreement, including, without limitation, the
validity, scope, and enforceability of this section, may at the election of any party, be solely
and finally settled by arbitration conducted in Nashville, Tennessee, by and in accordance with the
then existing rules for commercial arbitration of the American Arbitration Association, or any
successor organization and with the Expedited Procedures thereof (collectively, the
“Rules”). Each of the parties hereto agrees that such arbitration shall be conducted by a
single arbitrator selected in accordance with the Rules; provided that such arbitrator shall be
experienced in deciding cases concerning the matter which is the subject of the dispute. Any of
the parties may demand arbitration by written notice to the other and to the Arbitrator set forth
in this Section 11(b) (“Demand for Arbitration”). Each of the parties agrees that if
possible, the award shall be made in writing no more than 30 days following the end of the
proceeding. Any award rendered by the arbitrator(s) shall be final and binding and judgment may be
entered on it in any court of competent jurisdiction. Each of the parties hereto agrees to treat
as confidential the results of any arbitration (including, without limitation, any findings of fact
and/or law made by the arbitrator) and not to disclose such results to any unauthorized person.
The parties intend that this agreement to arbitrate be valid, enforceable and irrevocable. In the
event of any arbitration with regard to this Agreement, each party shall pay its own legal fees and
expenses, provided, however, that the parties agree to share the cost of the Arbitrator’s fees. If
Executive substantially prevails on any of his substantive legal claims, then the Company shall pay
all legal fees incurred by Executive to arbitrate the dispute, and all arbitration fees.
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business operations of the Company. Upon such assignment, the rights and obligations of the
Company hereunder shall become the rights and obligations of such successor person or entity.
If to Hercules Holding II, LLC, to:
Xxxxxxx Xxxxx Global Private Equity
Four World Financial Xxxxxx, Xxxxx 00
Xxx Xxxx, XX 00000
Attention: Xxxxxx X. Xxxxx
Telecopy: (000) 000-0000
Four World Financial Xxxxxx, Xxxxx 00
Xxx Xxxx, XX 00000
Attention: Xxxxxx X. Xxxxx
Telecopy: (000) 000-0000
and
Xxxx Capital Partners, LLC
000 Xxxxxxxxxx Xxxxxx
Xxxxxx, XX 00000
Attention: Xxxxx Xxxxxx
Telecopy: (000) 000-0000
000 Xxxxxxxxxx Xxxxxx
Xxxxxx, XX 00000
Attention: Xxxxx Xxxxxx
Telecopy: (000) 000-0000
and
Kohlberg Kravis Xxxxxxx & Co. L.P.
0000 Xxxx Xxxx Xxxx, Xxxxx 000
Xxxxx Xxxx, XX 00000
Attention: Xxxxx X. Xxxxxxxx
Telecopy: (000) 000-0000
0000 Xxxx Xxxx Xxxx, Xxxxx 000
Xxxxx Xxxx, XX 00000
Attention: Xxxxx X. Xxxxxxxx
Telecopy: (000) 000-0000
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and
Xxxxxxx Xxxxxxx & Xxxxxxxx LLP
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxx X. Xxxxxxxxx, Esq.
Telecopy: (000) 000-0000
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxx X. Xxxxxxxxx, Esq.
Telecopy: (000) 000-0000
If to HCA Inc., to
HCA Inc.
Xxx Xxxx Xxxxx
Xxxxxxxxx, XX 00000
Attn: General Counsel
Telecopy: (000) 000-0000
Xxx Xxxx Xxxxx
Xxxxxxxxx, XX 00000
Attn: General Counsel
Telecopy: (000) 000-0000
and copies to:
Xxxxxxx Xxxxx Global Private Equity
Four World Financial Xxxxxx, Xxxxx 00
Xxx Xxxx, XX 00000
Attention: Xxxxxx X. Xxxxx
Telecopy: (000) 000-0000
Four World Financial Xxxxxx, Xxxxx 00
Xxx Xxxx, XX 00000
Attention: Xxxxxx X. Xxxxx
Telecopy: (000) 000-0000
and
Xxxx Capital Partners, LLC
000 Xxxxxxxxxx Xxxxxx
Xxxxxx, XX 00000
Attention: Xxxxx Xxxxxx
Telecopy: (000) 000-0000
000 Xxxxxxxxxx Xxxxxx
Xxxxxx, XX 00000
Attention: Xxxxx Xxxxxx
Telecopy: (000) 000-0000
and
Kohlberg Kravis Xxxxxxx & Co. L.P.
0000 Xxxx Xxxx Xxxx, Xxxxx 000
Xxxxx Xxxx, XX 00000
Attention: Xxxxx X. Xxxxxxxx
Telecopy: (000) 000-0000
0000 Xxxx Xxxx Xxxx, Xxxxx 000
Xxxxx Xxxx, XX 00000
Attention: Xxxxx X. Xxxxxxxx
Telecopy: (000) 000-0000
and
Xxxxxxx Xxxxxxx & Xxxxxxxx LLP
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxx X. Xxxxxxxxx, Esq.
Telecopy: (000) 000-0000
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxx X. Xxxxxxxxx, Esq.
Telecopy: (000) 000-0000
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If to Executive:
To the Executive’s address of record on the books of the Company.
15
the Code that could arise as a result of a change in control of HCA (within the meaning of
Section 280G of the Code) that occurs after the Closing.
[Remainder of Page Intentional Left Blank]
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| HERCULES HOLDING II, LLC | XXXX X. XXXXXXXX XX. | |
| /s/ Xxxxx Xxxxxx |
/s/ Xxxx X. Xxxxxxxx, Xx. |
|
| By: Xxxxx Xxxxxx | ||
| Title: President |
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