Exhibit 10.b


 


TENET HEALTHCARE CORPORATION


2001
STOCK INCENTIVE PLAN


RESTRICTED
STOCK AGREEMENT


 


Capitalized terms not defined herein have the meaning given
such terms in the

Company’s 2001 Stock Incentive Plan.


 


                This Restricted
Stock Agreement (the “Agreement”) is dated as of January 21, 2003 (the “Grant
Date”), and is entered into between Tenet Healthcare Corporation, a Nevada
corporation (the “Company”), and Trevor Fetter (the “Executive”), who is
serving as President of the Company.


 


                WHEREAS, the Compensation Committee of the
Board of Directors of the Company (the “Committee”) is authorized to make
grants of Restricted Stock under the Company’s 2001 Stock Incentive Plan, as
amended (the “Plan”);


 


                WHEREAS, on January 8, 2003, the Committee
agreed to grant, pursuant to the Plan, two shares of Restricted Stock to the
Executive for each share of the Company’s Common Stock purchased by the
Executive in the open market, up to a maximum of 200,000 shares of Restricted
Stock; and


 


                WHEREAS, the Executive has provided
satisfactory evidence of his purchase, on January 21, 2003, of 100,000 shares
of the Company’s Common Stock (the “Purchased Shares”);


 


                NOW, THEREFORE, in consideration of the
foregoing recitals and the mutual promises set forth below, the parties hereto
agree as follows:


 


                1.             Grant.  Subject to the terms and conditions of this
Agreement and the Plan that is hereby incorporated herein by reference, the
Committee hereby grants to the Executive 200,000 shares of Restricted Stock, in
consideration for services to be performed by the Executive to the Company.


 


                2.             Vesting.  Subject to (a) the Executive’s retention of
all of the Purchased Shares until all of the Restricted Stock has vested (b)
the Executive remaining continuously in the employ of the Company on the
vesting dates, the Restricted Stock will vest as follows: (i) one-third of the
Restricted Stock will vest two years after the Grant Date; (ii) an additional
one-third of the Restricted Stock will vest three years after the Grant Date;
and (iii) the remaining one-third of the Restricted Stock will vest four years
after the Grant Date.  The table below
sets forth the vesting dates for the Restricted Stock:


                                




	
  Number of Shares

  of Common Stock

  	
   

  	
  Vesting
  Date

  	
   

  
	
  66,667

  	
   

  	
  January 21, 2005

  	
   

  
	
  66,667

  	
   

  	
  January 21, 2006

  	
   

  
	
  66,666

  	
   

  	
  January 21, 2007

  	
   

  






 


 


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                3.             Stock Certificates.  Certificates for the Restricted Stock,
registered in the Executive’s name, shall be issued and delivered to the
Secretary of the Company and held by him in custody and shall not be delivered
to the Executive until such Restricted Stock has vested in accordance with
Section 2 above.


 


                4.             Effect of Termination of
Employment.  Notwithstanding the provisions of Section 16(b) of the
Plan, and subject to the Executive’s retention of all of the Purchased Shares,
if the Executive’s employment with the Company is terminated by the Executive
or by the Company without cause (as the term “cause” is defined in the
Company’s Severance Protection Plan), other than following a change of control
of the Company (as the term “change of control” is defined in the Company’s
Severance Protection Plan), before all of the Restricted Stock has vested, then
the vesting of the Restricted Stock due to vest on the next vesting date will
be accelerated and the remainder of the unvested Restricted Stock, if any,
would be forfeited.  In the event the
Executive is terminated without cause (as the term “cause” is defined in the
Company’s Severance Protection Plan) following a change of control of the
Company (as the term “change of control” is defined in the Company’s Severance
Protection Plan), and the Executive has retained all of the Purchased Shares,
then all unvested Restricted Stock will immediately vest upon the Executive’s
termination.


 


                5.             Tax Withholding Obligations.  The Executive shall be required to deposit
with the company an amount of cash equal to the amount determined by the
Company to be required with respect to any withholding taxes, FICA
contributions, or the like under any federal, state or local statute,
ordinance, rule or regulation in connection with the grant or vesting of the
Restricted Stock.  Alternatively, the
Company may, at its sole discretion, withhold the required amounts from the
Executive’s pay during the pay periods next following the date on which any
such applicable tax liability otherwise arises.  The Committee, in its discretion, may permit the Executive,
subject to such conditions as the Committee shall require, to elect to have the
Company withhold a number of shares of the Company’s Common Stock otherwise
deliverable having a Fair Market Value sufficient to satisfy the statutory
minimum of all or part of the Executive’s estimated total federal, state and
local tax obligations associated with the grant or vesting of the Restricted
Stock.  The Company shall not deliver
any of the shares of the Company’s Common Stock until and unless the Executive
has made the deposit required herein or proper provision for required
withholding has been made.


 


                6.             Rights as Shareholder.  The Executive shall have all rights of a
shareholder prior to the vesting of the Restricted Stock, including the right
to vote the shares and receive all dividends and other distributions paid or
made with respect thereto.


 


                7.             Transferability.  The Restricted Stock may not be transferred,
assigned or made subject to any encumbrance, pledge or charge until such
Restricted Stock has vested and any other restrictions or conditions on such
Restricted Stock are removed, have been satisfied or expire.


 


8.             Effect
on Other Employee Benefit Plans. 
The value of the Restricted Stock granted pursuant to this Agreement
shall not be included as compensation, 


 


 


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earnings, salaries, or other similar terms used when calculating the
Executive’s benefits under any employee benefit plan sponsored by the Company
except as such plan otherwise expressly provides.


 


                9.             No Employment Rights.  Nothing in this Agreement will confer upon
the Executive any right to continue in the employ or service of the Company or
any of its subsidiaries or affect the right of the Company to terminate the
employment of the  Executive at any time
with or without cause.


 


                10.           Amendment.  This Agreement may be amended only by a
writing executed by the Company and the Executive that specifically states that
it is amending this Agreement. 
Notwithstanding the foregoing, this Agreement may be amended solely by
the Committee by a writing which specifically states that it is amending this
Agreement, so long as a copy of such amendment is delivered to the Executive,
and provided that no such amendment adversely affecting the rights of the
Executive hereunder may be made without the Executive’s written consent.  Without limiting the foregoing, the
Committee reserves the right to change, by written notice to the Executive, the
provisions of the Restricted Stock or this Agreement in any way it may deem
necessary or advisable to carry out the purpose of the grant as a result of any
change in applicable laws or regulations or any future law, regulation, ruling
or judicial decisions, provided that any such change shall be applicable only
to shares of  Restricted Stock which are
than subject to restrictions as provided herein.


 


                11.           Severability.  If all or any part of this Agreement is
declared by any court or government authority to be unlawful or invalid, such
unlawfulness or invalidity shall not invalidate any portion of this Agreement
not declared to be unlawful or invalid. 
Any Section of this Agreement so declared to be unlawful or invalid
shall, if possible, be construed in a manner that will give effect to the terms
of such Section to the fullest extent possible while remaining lawful and
valid.


 


                12.           Construction.  The Restricted Stock is being issued
pursuant to Section 8 of the Plan and is subject to the terms of the Plan.  A copy of the Plan has been given to the
Executive and additional copies of the Plan are available upon request during
normal business hours at the principal executive officers of the Company.  To the extent that any provisions of this
Agreement violates or is inconsistent with an express provisions of the Plan,
the Plan provision shall govern and any inconsistent provision in this
Agreement shall be of no force or effect.


 


                13.           Binding Effect and Benefit.  This Agreement shall be binding upon and,
subject to the conditions hereof, inure to the benefit of the Company, its
successors and assigns, and the Executive and his successors and assigns.


 


                14.           Entire Understanding.  This Agreement embodies the entire
understanding and agreement of the parties in relation to the subject matter
hereof, and no promise, condition, representation or warranty, expressed or
implied, not herein stated, shall bind either party hereto.


 


 


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                15.           Governing Law.  This Agreement shall be governed by, and
construed in accordance with, the laws of the State of California.


 


IN WITNESS WHEREOF, the parties have executed and
delivered this Agreement effective as of the Grant Date.


 


 


	
  EXECUTIVE

  	
   

  	
  TENET HEALTHCARE CORPORATION

  
	
   

  	
   

  	
   

  
	
  /s/ TREVOR FETTER

  	
   

  	
  /s/ ALAN R. EWALT

  
	
  Trevor Fetter

  	
   

  	
  Alan R. Ewalt

  
	
  President

  	
   

  	
  Executive Vice President

  



 


 


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