(b) Executive shall be eligible to participate in the IASIS Market Executive IncentivePlan (the “Plan”). For the fourth quarter of fiscal year 2007(ending on September 30, 2007),Executive will receive payment under the Plan based on the performance of the Utah market asdefined in the Plan, with a guaranteed minimum payment of $53,125.00. For fiscal years 2008and 2009 (such fiscal years running from October 1 to September 30), Executive will receivea minimum bonus of fifty percent (50%) of his earnings for each such fiscal year. If theUtah market performance exceeds defined goals as described by the Market Executive IncentivePlan, Executive will be eligible for additional compensation in accordance with the Plan, atthe discretion of the Company. **Executive must be employed at the time such bonuses arescheduled for payment, typically January of each year, to be eligible for receipt of anysuch bonus described herein, except as may be otherwise provided below**.6. Equity Incentive Awards. On the Effective Date, the Executive shall becomeeligible to participate in the Company’s stock option plan. Executive will be recommended toreceive fifty thousand (50,000) shares in the Company, subject to approval of the Company’s Boardof Directors.7. Benefits.(a) During the Term, Executive shall be entitled to up to four (4) weeks of paidvacation per year.(b) Executive shall be permitted during the Term to participate in any group life,hospitalization or disability insurance plans, health programs, fringe benefit programsand similar benefits that may be available to other executives of the Company generally, onthe same terms as such other executives, in each case to the extent that Executive iseligible under the terms of such plans or programs. **Participation in such plans or programswill begin the first day of the month following thirty (30) days of employment**.(c) Executive will be eligible to participate in the IASIS Healthcare 401(k) Plan asoutlined in the Company’s benefits package.8. Termination of Agreement. The Executive’s employment by the Company pursuant tothis Agreement shall not be terminated prior to the end of the Term except as set forth in thisSection 8.(a) By Mutual Consent. The Executive’s employment pursuant to this Agreementmay be terminated at any time by the mutual written agreement of the Company and theExecutive.
 
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(b) Death or Disability. The Executive’s employment pursuant to thisAgreement may be terminated by the Company or by the Executive (i) in the event that theExecutive suffers a physical or mental disability entitling Executive to long-termdisability benefits under the Company’s long-term disability plan, if any, or (ii) in theabsence of a Company long-term disability plan, in the event that the Executive is unable,as determined by the Board of Directors (or any designated Committee of the Board), toperform the essential functions of his regular duties and responsibilities, with a reasonableaccommodation if necessary, due to death or a medically determinable physical or mental illness. Inthe event the Executive’s employment is terminated pursuant to this Section 8(b), the Executiveshall be entitled to receive, at such time when the same would have been paid to the Executiveunder standard Company practice, all Base Salary and benefits owed to the Executive under thisAgreement, pro-rated through the Date of Termination, a pro-rata portion of the Executive’sthen-current target bonus payable under Section 5(b), and any other unpaid benefits (includingdisability benefits) to which he is otherwise entitled under any plan, policy or program of theCompany applicable to the Executive as of the Date of Termination.(c) For Cause. The Executive’s employment pursuant to this Agreement may be terminatedby written notice to the Executive (“Notice of Termination”) upon the occurrence of any of thefollowing events (each of which shall constitute “Cause” for termination): (i) the failure byExecutive to substantially perform his duties under this Agreement after having failed to cure suchfailure within thirty (30) days of receiving notice of a determination by the Company of such afailure; (ii) the willful engaging in misconduct which is materially and substantially injurious tothe Company, monetarily or otherwise; (iii) the Executive’s conviction of a felony or of a crimeinvolving dishonesty or moral turpitude, including, without limitation, any act orcrime involving misappropriation or embezzlement of Company assets or funds; (iv) willful ormaterial wrongdoing by the Executive, including, but not limited to, acts of dishonesty or fraud,which could be expected to have a materially adverse effect monetarily or otherwise on the Companyor its subsidiaries or affiliates, as determined by the Company and its Board of Directors; (v)material breach by the Executive of his fiduciary duty to the Company or its stockholders; or (vi)the Executive’s intentional violation of any applicable local, state or federal law or regulationaffecting the Company in any material respect, as determined by the Company and its Board ofDirectors. In the event the Executive’s employment is terminated pursuant to this Section 8(c), theExecutive shall be entitled to receive all Base Salary and benefits to be paid or provided to theExecutive under this Agreement, pro-rated through the Date of Termination, and any other unpaidbenefits to which he is otherwise entitled under any plan, policy or program of the Companyapplicable to the Executive as of the Date of Termination, and no more.(d) Without Cause. The Executive’s employment pursuant to this Agreement may beterminated by the Company at any time without Cause by delivery of a Notice of Termination to theExecutive thirty (30) days in advance of the effective date of such termination. In the event theExecutive’s employment is terminated pursuant to this Section 9(d), the Executive shall be entitledto receive (i) on or before the Date of Termination, all Base Salary and benefits to be paid orprovided to the Executive under this Agreement through the Date of Termination, and **(ii) anyremaining compensation to which Executive is entitled under this Agreement through the current termof this Agreement**. The amount referred to in clause (ii) above shall be referred to as the“Severance Amount” and shall be payable, at the Company’s discretion, in either a lump sum or inaccordance with the Company’s normal payroll practices. As a condition to receiving the SeveranceAmount, Executive agrees to sign, at the time of termination ofhis employment, a release in favor of the Company in a of all claims against the Company in a formacceptable to the Company.
 
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(e) Sale of Company. In the event that all or substantially all of the Company’sassets located in the Utah market are sold to another entity during the Initial Term of theAgreement as part of a sale of the entire Company or otherwise, and that such sale results in thetermination of Executive’s employment, or the Executive being required to relocate from Utah,Executive will be entitled (i) all Base Salary and benefits to be paid or provided to the Executiveunder this Agreement during the Initial Term, and (ii) a severance amount equal to Employee’s BaseSalary for a period of one year following the Date of Termination.(f) Resignation by the Executive. The Executive shall be entitled to resign hisemployment with the Company at any time during the term of this Agreement. If the Executive resignshis employment with the Company for any reason (i) the Company shall pay the Executive all BaseSalary and benefits to be paid or provided to the Executive under this Agreement through the Dateof Termination as the result of his resignation; and (ii) the Company shall not have any furtherobligations to the Executive under this Agreement except those required to be provided by law orunder the terms of any other agreement between the Company and the Executive.9. Representations.(a) The Company represents and warrants that this Agreement has been authorized by allnecessary corporate action of the Company and is a valid and binding agreement of the Companyenforceable against it in accordance with its terms.(b) The Executive represents and warrants that he is not a party to any agreement orinstrument which would prevent him from entering into or performing his duties in any way underthis Agreement.10. Confidentiality; Non-Competition.(a) The Executive acknowledges that: (i) the Business is intensely competitive and that theExecutive’s employment by the Company will require that the Executive have access to and knowledgeof confidential information of the Company relating to such business and other trade secrets, ineach case greater than the extent to which such information is generally known or publiclyavailable through no violation of this Section 10 by the Executive; (ii) the use or disclosure ofsuch information other than in furtherance of the Business may place the Company at a competitivedisadvantage and may do damage, monetary or otherwise, to the Business; and (iii) the engaging bythe Executive in any of the activities prohibited by this Section 10 shall constitute improperappropriation and/or use of such information. The Executive expressly acknowledges the tradesecret status of the Company’s confidential information and that the confidential informationconstitutes a protectable business interest in the Company. Accordingly, the Company and theExecutive agree as follows:
 
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(b) For purposes of this Section 10, the Company shall be construed to include theCompany, its subsidiaries and their respective affiliates.(c) For a period of one (1) year after the termination of Executive’s employment forany reason (the “Non-Competition Period”), the Executive shall not engage in Competition, asdefined below, with the Company in the State of Utah. For purposes of this Agreement,“Competition” by the Executive shall mean the Executive’s engaging in significant activitiesrelating to, or otherwise directly or indirectly being employed by or acting as a consultantor lender to, or being a director, officer, employee, principal, agent, stockholder, member,owner or partner of, or permitting his name to be used in connection with the activities ofany entity engaged in the operation of hospitals and/or in-patient healthcare facilities;providedthat, it shall not be a violation of this subsection for Executive tobecome the registered or beneficial owner of less than five percent (5%) of any class of thecapital stock of any one or more competing corporations registered under the SecuritiesExchange Act of 1934, as amended, providedthat, the Executive does not activelyparticipate in the business of such corporation until such time as this covenant expires.(d) During the Non-Competition Period, the Executive agrees that he will not, directlyor indirectly, for his benefit or for the benefit of any other person, firm or entity, (i)induce, attempt to induce, or assist others to induce any employee or other person or entitywith whom the Company or its subsidiaries has any contractual or business relationship toterminate its, his or her association with the Company or its subsidiaries, or to ceasedoing business with the Company or its subsidiaries, or do anything to materially interferewith the relationship between the Company or its subsidiaries and any such person or entity,or (ii) hire, without the written consent of the Company, any person who was an employee ofthe Company or any of its subsidiaries during the Executive’s employment.(e) The Executive acknowledges that the services to be rendered by him to the Companyare of a special and unique character, which gives this Agreement a peculiar value to theCompany, the loss of which may not be reasonably or adequately compensated for by damages inan action at law, and that a breach or threatened breach by him of any of the provisionscontained in this Section 10 may cause the Company irreparable injury. The Executivetherefore agrees that the Company may be entitled, in addition to any other right or remedy,to a temporary, preliminary and permanent injunction, without the necessity of proving theinadequacy of monetary damages or the posting of any bond or security, enjoining orrestraining the Executive from any such violation or threatened violations.(f) If any one or more of the provisions contained in this Agreement shall be held tobe excessively broad as to duration, activity or subject, such provisions shall beconstrued by limiting and reducing them so as to be enforceable to the fullest extentpermitted by law.
 
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11. Entire Agreement. This Agreement contains all the understandings between theparties hereto pertaining to the matters referred to herein, and supersedes any other undertakingsand agreements, whether oral or in writing, previously entered into by them with respect thereto.The Executive represents that, in executing this Agreement, he does not rely and has not reliedupon any representation or statement not set forth herein made by the Company with regard to thesubject matter or effect of this Agreement or otherwise and that Executive has been represented bycounsel selected by Executive.12. Amendment or Modification Waiver. No provision of this Agreement may be amendedor waived, unless such amendment or waiver is agreed to in writing, signed by the Executive and bya duly authorized officer of the Company. No waiver by any party hereto of any breach by anotherparty hereto of any condition or provision of this Agreement to be performed by such other partyshall be deemed a waiver of a similar or dissimilar condition or provision at the same time, anyprior time or any subsequent time.13. Notices. Any notice to be given hereunder shall be in writing and shall bedeemed given when delivered personally, sent by courier or facsimile or registered or certifiedmail, postage prepaid, return receipt requested, addressed to the party concerned at the addressindicated below or to such other address as such party may subsequently give notice hereunder inwriting:*To the Executive at:*