EX-10.15









Exhibit 10.15




COMMUNITY HEALTH SYSTEMS, INC.



DIRECTORS’ FEES DEFERRAL PLAN




Adopted as of December 14, 2004

Amended and Restated as of December 10, 2008




 









 





COMMUNITY HEALTH SYSTEMS, INC.

DIRECTOR’S FEES DEFERRAL PLAN




Section 1. Purpose, Participation




     (a) Purpose: The purpose of this Directors’ Fees Deferral Plan (the “Plan”) is
to enable Community Health Systems, Inc. (the “Corporation”) to attract and retain
Directors of outstanding ability by providing them with a mechanism to defer and accumulate
Director’s fees, meaning (1) the retainer, and (2) fees for attendance at meetings of the Board of
Directors of the Corporation (the “Board”) and Board committees.



     (b) Participation: This Plan extends to Directors of the Corporation not employed by
the Corporation or any subsidiary.



     Section 2. Payment of Deferred Amounts



     (a) Deferral Election: At any time prior to the beginning of a calendar year, a
Director may elect that all or any specified portion of the Director’s fees to be earned during
such calendar year be credited to a Director’s Cash Account and/or a Director’s Stock Unit Account
maintained on such Director’s behalf in lieu of payment (a “Deferral Election”). A
Director may also make a Deferral Election during the 30 days following the date on which a
Director first becomes eligible to receive Director’s fees, although any Deferral Election made
pursuant to this sentence will apply only to all or any specified portion of the Director’s fees
earned thereafter. Each Deferral Election must be made on a deferral election form to be provided
by the Corporation and must specify (i) the portion of the Director’s fees to be deferred, (ii) the
Payment Commencement Event (as hereinafter defined), and (iii) the Payment Method (as hereinafter
defined). Each Deferral Election must be submitted to the Secretary of the Corporation in writing,
and will be deemed to authorize deferral to only a Director’s Cash Account except to the extent
deferral to a Director’s Stock Unit Account is expressly specified.



     (b) Effect of Deferral Election: Pursuant to such Deferral Election, the Corporation
(i) will not pay the Director’s fees covered thereby and (ii) will make payments in accordance with
the Deferral Election and this Section 2.



     (c) Payment Commencement Event. At the time of making the Deferral Election, a
Director will designate as a “Payment Commencement Event” either (1) the Director’s “separation
from service” (as defined in Section 409A (“Section 409A”) of the Internal Revenue



- 2 -









 







Code of 1986, as amended (the “Code”) and the regulations issued thereunder) with the
Corporation (or any successor), or (2) the Director’s attainment of an age specified by the
Director, provided that such age cannot be attained prior to the end of the calendar year following
the date on which the Deferral Election is made. In addition, (A) a Director who has elected (2)
as a Payment Commencement Event may also elect that, in the event that the Director experiences a
separation from service as a Director of the Corporation within one year following a “Change of
Control” (as defined in Section 5(g)) and which also constitutes a change in control or effective
control of the Corporation or a change in the ownership of a substantial portion of its assets, in
each case within the meaning of Section 409A of the Code and the regulations and interpretive
guidance issued thereunder (a “Section 409A Change in Control”), the Payment Commencement
Event for payments from a deferral account will be the Director’s separation from service, and (B)
a Director may also elect as a Payment Commencement Event the Director becoming Disabled (as
hereinafter defined) if that is earlier than any other Payment Commencement Event elected by the
Director. For purposes of this Plan, “Disabled” means that a Director is unable to engage
in any substantial gainful activity because of a medically determinable physical or mental
impairment which can be expected to result in death or can be expected to last for a continuous
period of not less than 12 months.



     (d) Payment. Payment of amounts credited to a Director’s Cash Account and Stock Unit
Account will be made in accordance with the Payment Method elected by the Director in his Deferral
Election. For purposes of this Plan, “Payment Method” shall mean, with respect to payments
of amounts credited to a Director’s Cash Account and Stock Unit Account pursuant to a Deferral
Election, either (i) a lump sum payment on the last business day of the calendar quarter in which
the Payment Commencement Event (either as originally designated or as subsequently designated
pursuant to Section 2(e)) occurs, or (ii) a number of annual installments (not exceeding 15)
specified by the Director in his Deferral Election commencing on the last business day of the
calendar quarter in which the Payment Commencement Event (either as originally designated or as
subsequently designated pursuant to Section 2(e)) occurs and, subject to Section 2(g), continuing
to be made on the last business day of that same calendar quarter in each subsequent year. The
amount of any installment payment made with respect to amounts subject to a Deferral Election shall
equal the sum of (i) the amount subject to that Deferral Election and credited to the Director’s
Cash Account as of the applicable payment date divided by the number of installments remaining to
be paid (including the installment with respect to which the determination is being made) (the
“Installment Factor”) and (ii) a number of shares of



- 3 -









 







the Corporation’s Common Stock, par value $.01 per share (the “Common Stock”) equal to
the number of Stock Units subject to that Deferral Election and credited to the Director’s Stock
Unit Account as of the applicable payment date divided by the Installment Factor. Notwithstanding
the foregoing, the Payment Method in connection with a separation from service within 2 years
following a Section 409A Change in Control shall be a lump sum payment on the last business day of
the calendar quarter in which the Payment Commencement Event occurs.



     (e) Changes in Payment Commencement Event or Payment Method. A Director may also
elect to defer the Payment Commencement Event to a later Payment Commencement Date specified by the
Director or change the Payment Method with respect to amounts subject to a Deferral Election. Such
elections (1) will not be effective for 12 months after the date on which such election is made,
(2) must be made not less than 12 months prior to the date of the first scheduled payment of any
amount subject to that Deferral Election, (3) must provide for an additional deferral for a period
of not less than 5 years from the date the payment would otherwise have been made (except with
respect to amounts payable upon a Director becoming Disabled or upon the death of the Director),
and (4) must be submitted to and approved by the Plan Committee. A Director may make no more than
one election pursuant to this Section 2(e) in any calendar year with respect to amounts subject to
any particular Deferral Election.



     (f) Renewal of Payment Commencement and Payment Method Elections. Once a Deferral
Election, (including designation of the portion of Director’s fees to be deferred, the Payment
Commencement Event and the Payment Method) has been made, it will be automatically applied to
Director’s fees earned in all subsequent calendar years unless the Director changes or revokes such
election prior to the commencement of such calendar year. Each such change or revocation must be
submitted to the Secretary of the Corporation in writing. However, except as provided in Section
2(e), each Deferral Election is irrevocable as to Director’s fees earned prior to the calendar year
next following any change or revocation.



     (g) Death. A Director may designate a beneficiary (and change such beneficiary, from
time to time) for payment of any balance of the deferral account at the Director’s death. Upon a
Director’s death, any balance in the deferral account (including amounts credited to such account
as specified in Section 3(b) and Section 4(b)) will be paid to the deceased Director’s beneficiary
in a lump sum at the end of the first calendar quarter which ends at least 30 days after the
Director dies. If no beneficiary has been designated, the Director’s estate will be deemed the
beneficiary, and any payments pursuant to this Section 2(g) will be paid in a lump sum at the end



- 4 -









 







of the first calendar quarter which ends at least 30 days after appointment of the deceased
Director’s legal representative.



Section 3. Credits and Debits to Director’s Cash Account




     (a) Principal. The Corporation will create and maintain on its books a Director’s
Cash Account for each Director who has made a Deferral Election to such an account under Section
2(a). The Corporation will credit to such account the amount of any Director’s fee which would
have been paid to the Director but for such Deferral Election, as of the date the fee would have
otherwise been payable.



     (b) Interest. At the end of each calendar quarter, regardless of whether any other
credits are then made to the Director’s Cash Account or whether the Director is then a Director,
the Corporation will also credit to the Director’s Cash Account a sum which is equal to the product
of (i) the average daily balance in the Director’s Cash Account for the quarter (without regard to
any debits made at the end of such quarter), times (ii) one-fourth of the annual Base Rate (prime
rate) for corporate borrowers quoted by J.P. Morgan Chase (or any successor thereto) of New York
as of the first business day of the quarter.



     (c) Debits. At the end of each calendar quarter, the Corporation will make a payment
if required under the payment schedule for such Director’s Cash Account and will debit the
Director’s Cash Account for the amount thereof. Payment with respect to a Director’s Cash Account
will be in cash only.



     (d) Mid-quarter Payments. If Payment is to be made other than at the end of a
calendar quarter, prior to such payment the Corporation will credit to the Director’s Cash Account
an amount equal to the product of (i) the average daily balance in the Director’s Cash Account for
the period from the beginning of the calendar quarter to the date of payment (without regard to any
debits to be made upon such payment), times (ii) a fraction of the annual Base Rate (prime rate)
for corporate borrowers quoted by J. P. Morgan Chase (or any successor thereto) as of the first
business day of the quarter, the numerator of which is the number of days in the period described
in clause (i), and the denominator of which is 365.



Section 4. Credits and Debits to Director’s Stock Unit Account




     (a) Stock Units. The Corporation will create and maintain on its books a Director’s
Stock Unit Account for each Director who has made a Deferral Election under Section 2(a) and



- 5 -









 







expressly specifies deferral to such Stock Unit Account. The Corporation will credit to such
account the number of Stock Units equal to the number of shares of Common Stock that could be
purchased with the amount of any Director’s fee which the Director has specified be deferred to the
Stock Account and which would have been paid to the Director but for such Deferral Election, as of
the date the fee would have otherwise been payable. The number of Stock Units will be calculated
to three decimals by dividing the amount of the Director’s fee as to which a Director’s Stock Unit
Account Deferral Election was made by the closing price of the Corporation’s common stock as
reported on the New York Stock Exchange on the date the fee would have otherwise been payable.



     (b) Dividends. As of the date any dividend is paid to holders of shares of Common
Stock, each Director’s Stock Unit Account, regardless of whether the Director is then a Director,
will be credited with additional Stock Units equal to the number of shares of Common Stock that
could have been purchased with the amount which would have been paid as dividends on that number of
shares of Common Stock (including fractions of a share to three decimals) equal to the number of
Stock Units attributed to such Director’s Stock Account as of the record date applicable to such
dividend. The number of additional Stock Units to be credited will be calculated to three decimals
by dividing the amount which would have been paid as dividends by the closing price of the
Corporation’s common stock as reported on the New York Stock Exchange as of the date the dividend
would have been paid. In the case of dividends paid in property other than cash, the amount of the
dividend shall be deemed to be the fair market value of the property at the time of the payment of
the dividend, as determined in good faith by the Plan Committee.



     (c) Debits and Calculation of Payments. The Corporation will debit the Director’s
Stock Unit Account for Stock Units as required under the payment schedule for such Director’s Stock
Unit Account. Payment with respect to whole Stock Units will be in shares of Common Stock only, at
the rate of one shares of Common Stock per Stock Unit. Until such time as shares of Common Stock
have been listed on The New York Stock Exchange for issuance under this Plan, only Treasury shares
shall be used for such payment. With respect to fractional Stock Units, payment will be made in
cash only, and calculated by multiplying the fractional number of the Stock Unit to be debited by
the closing price of the Corporation’s common stock as reported on the New York Stock Exchange as
of the last business day of the week preceding the week of the date the Stock Units are payable.
Should payment of shares of Common Stock be made with respect to Stock Units after the record date,
but before the payment date applicable to a dividend



- 6 -









 







paid to holders of shares of Common Stock, the dividend that would otherwise have been
credited as additional Stock Units to a Director’s Stock Unit Account in respect of those shares
will be paid to the Directors in cash (or other property) at the same time as the dividend is paid
to shareholders generally.



     (d) Adjustment. If at any time the number of outstanding shares of Common Stock is
increased as the result of any stock dividend, stock split, subdivision or reclassification of
shares, the number of Stock Units with which each Director’s Stock Unit Account is credited will be
increased in the same proportion as the outstanding number of shares of Common Stock is increased.
If the number of outstanding shares of Common Stock is decreased as the result of any combination,
reverse stock split or reclassification of shares, the number of Stock Units with which each
Director’s Stock Unit Account is credited will be decreased in the same proportion as the
outstanding number of shares of Common Stock is decreased. In the event the Corporation is
consolidated with or merged into any other corporation and holders of shares of Common Stock
receive shares of the capital stock of the resulting or surviving corporation, there shall be
credited to each Director’s Stock Unit Account, in lieu of the extant Stock Units, new Stock Units
in an amount equal to the product of the number of shares of capital stock exchanged for one share
of the Corporation’s common stock upon such consolidation or merger, and the number of Stock Units
with which such account then is credited. If, in such a consolidation or merger, holders of shares
of Common Stock receive any consideration other than shares of the capital stock of the resulting
or surviving corporation or its parent corporation, the Plan Committee will determine any
appropriate change in Directors’ Stock Unit Accounts. In the event of a recapitalization or other
corporate transaction affecting the Common Stock, the Plan Committee will determine an appropriate
change in Directors’ Stock Unit Accounts.



     (e) Accounting. Amounts credited to a Director’s Cash Account and/or Stock Unit
Account in respect of amounts subject to a particular Deferral Election shall at all times be
accounted for separately under this Plan. A change in a particular Deferral Election shall apply
to all amounts separately accounted for with respect to that Deferral Election. Any references
herein to “amounts subject to a Deferral Election” shall be deemed to refer to the amounts deferred
pursuant to a particular Deferral Election, amounts credited to a Directors Cash Account and/or
Stock Unit Account in respect of those deferrals and any amounts distributed or to be distributed
from the Director’s Cash Account and/or Stock Unit Account in respect of those deferrals.



- 7 -









 





Section 5. Unfunded Arrangement




     Neither this Plan nor any deferral account will be funded; a deferral account and all entries
thereto constitute bookkeeping records only and do not relate to any specific funds or shares of
the Corporation. Payments due with respect to balances in a deferral account will be made from the
general assets of the Corporation, and the right of any participant to receive future payments
under this Plan’s provisions will be an unsecured claim against such assets.



Section 6. Administration




     (a) Plan Committee. The Plan will be administered by a Plan Committee, which will be
the Compensation Committee of the Board, or such other committee as may be appointed by the Board,
and may include Directors who have elected to participate in the Plan. No member of the Plan
Committee will be liable for any act done or determination made in good faith.



     (b) Committee Determination Final. The construction and interpretation of any
provision of the Plan by the Plan Committee, and a determination by the Plan Committee of the
amount of any deferral account, will be final and conclusive.



     (c) Amendments. The Corporation, by action of its Board, reserves the right to
terminate, modify or amend this Plan, effective prospectively as of the first day of any calendar
quarter; provided, however, that (i) the Plan will not be subject to termination, modification or
amendment with respect to any balance of a deferral account and rights therein, including the right
to future interest pursuant to Section 3(b) and future dividends pursuant to Section 4(b), unless
the affected Director consents and (ii) the Board may delegate to any officer of the Corporation
the authority to adopt any amendment to the Plan deemed necessary so that the Plan complies or
continues to comply with all applicable law, including without limitation, complying with Section
409A of the Code and the regulations issued thereunder, provided that any such amendment does not
result in any material cost to the Corporation.



     (d) Non-Alienation. No Director (or estate of a Director) will have power to
transfer, assign, anticipate, mortgage or otherwise encumber any rights or any amounts payable
hereunder; nor will any such rights or payments be subject to seizure for the payment of any debts,
judgments, alimony, or separate maintenance, or be transferable by operation of law in the event of
bankruptcy, insolvency, or otherwise.



     (e) Expenses. The expenses of administering the Plan will be borne by the Corporation
and not be charged against any deferral account.



- 8 -









 





     (f) Withholding. The Corporation may deduct from all cash payments any taxes required
to be withheld with respect to such payments. In order to enable the Corporation to meet any
applicable federal, state or local withholding tax requirements arising as a result of payments
made hereunder in the form of stock, a Director shall pay the Corporation the amount of tax to be
withheld or may elect to satisfy such obligation by having the Corporation withhold shares of
Common Stock that otherwise would be delivered to the Director pursuant to the deferral account
payment for which the tax is being withheld, by delivering to the Corporation other shares of
Common Stock owned by the Director prior to the payment date, or by making a payment to the
Corporation consisting of a combination of cash and such shares of Common Stock. Such an election
shall be made prior to the date to be used to determine the tax to be withheld. The value of any
share of common stock to be withheld by, or delivered to, the Corporation pursuant to this Section
6(f) shall be the closing price of the Corporation’s common stock as reported on the New York Stock
Exchange on the date to be used to determine the amount of tax to be withheld.



     (g) Change of Control. A “Change of Control” means the occurrence of any of
the following events with respect to the Corporation:




     1. An acquisition (other than directly from the Corporation) of any voting securities
of the Corporation (the “Voting Securities”) by any “Person” (as the term
person is used for purposes of Section 13(d) or 14(d) of the Securities Exchange Act of
1934, as amended (the “Exchange Act”)), immediately after which such Person has
“Beneficial Ownership” (within the meaning of Rule 13d-3 promulgated under the
Exchange Act) of more than fifty percent (50%) of the then outstanding shares of the
Corporation’s Common Stock or the combined voting power of the Corporation’s then
outstanding Voting Securities; provided, however, that in determining whether a Change of
Control has occurred shares of Common Stock or Voting Securities which are acquired in a
“Non-Control Acquisition” (“as hereinafter defined) shall not constitute an acquisition
which would cause a Change of Control. A “Non-Control Acquisition” shall mean an
acquisition by (i) an employee benefit plan (or a trust forming a part thereof) maintained
by (A) the Corporation or (B) any corporation or other Person the majority of the voting
power, voting equity securities or equity interest of which is owned, directly or
indirectly, by the Corporation (for purposes of this definition, a “Related
Entity”), (ii) the Corporation or any Related Entity, or (iii) any Person in connection
with a “Non-Control Transaction” (as hereinafter defined);



- 9 -









 






     2. The individuals who, as of December 10, 2008, are members of the Board
(the “Incumbent Board”), cease for any reason to constitute at least a majority of
the members of the Board or, following a Merger (as hereinafter defined) which results in a
Parent Corporation (as hereinafter defined), the board of directors of the ultimate Parent
Corporation; provided, however, that if the election, or nomination for election by the
Corporation’s common stockholders, of any new director was approved by a vote of at least
two-thirds of the Incumbent Board, such new director shall, for purposes of this Plan, be
considered a member of the Incumbent Board; provided further, however, that no individual
shall be considered a member of the Incumbent Board if such individual initially assumed
office as a result of an actual or threatened solicitation of proxies or consents by or on
behalf of a Person other than the Board (a “Proxy Contest”) including by reason of
any agreement intended to avoid or settle any Proxy Contest; or




     3. The consummation of:




	 	(i)	 	A merger, consolidation or reorganization with
or into the Corporation or in which securities of the Corporation are
issued (a “Merger”), unless such Merger is a “Non-Control
Transaction.” A “Non-Control Transaction” shall mean a Merger
where:






	 	(A)	 	the stockholders of the
Corporation immediately before such Merger own directly or
indirectly immediately following such Merger at least fifty
percent (50%) of the combined voting power of the outstanding
voting securities of (x) the corporation resulting from such
Merger (the “Surviving Corporation”), if fifty percent
(50%) or more of the combined voting power of the then
outstanding voting securities of the Surviving Corporation is
not Beneficially Owned, directly or indirectly, by another
Person (a “Parent Corporation”), or (y) if there is one
or more than one Parent Corporation, the ultimate Parent
Corporation; and
	 
	 	(B)	 	the individuals who were members
of the Incumbent Board immediately prior to the execution of the
agreement providing for such Merger constitute at least a
majority of the members of the board of directors of (x) the
Surviving




- 10 -









 






	 	 	 	Corporation, if there is no Parent Corporation or (y) if
there is one or more than one Parent Corporation, the
ultimate Parent Corporation;






	 	(ii)	 	A complete liquidation or dissolution of the
Corporation; or
	 
	 	(iii)	 	The sale or other disposition of all or
substantially all of the assets of the Corporation to any Person (other
than a transfer to a Related Entity or under conditions that would
constitute a Non-Control Transaction with the disposition of assets
being regarded as a Merger for this purpose or the distribution to the
Corporation’s stockholders of the stock of a Related Entity or any
other assets).





     Notwithstanding the foregoing, a Change of Control shall not be deemed to occur solely because
any Person (the “Subject Person”) acquired Beneficial Ownership of more than the permitted
amount of the then outstanding shares of Common Stock or Voting Securities as a result of the
acquisition of shares of Common Stock or Voting Securities by the Corporation which, by reducing
the number of shares of Common Stock or Voting Securities then outstanding, increases the
proportional number of shares Beneficially Owned by the Subject Persons, provided that if a Change
of Control would occur (but for the operation of this sentence) as a result of the acquisition of
shares of Common Stock or Voting Securities by the Corporation, and after such share acquisition by
the Corporation, the Subject Person becomes the Beneficial Owner of any additional shares of Common
Stock or Voting Securities which increases the percentage of the then outstanding shares of Common
Stock or Voting Securities Beneficially Owned by the Subject Person, then a Change of Control shall
occur.



     (h) Stock Unit Status. Stock Units are not, and do not constitute, shares of Common
Stock, and no right as a holder of shares of Common Stock devolves upon a Director by reason of
participation in this Plan.



     (i) Savings Provision. The Corporation intends for the Plan to comply with Section
409A of the Code and the regulations issued thereunder. If there is ambiguity as to the intent or
meaning of any provision of the Plan, such provision shall be interpreted in a manner that complies
with Section 409A and regulations promulgated thereunder.




- 11 -