EX-10.12









Exhibit 10.12




CHS/COMMUNITY HEALTH SYSTEMS, INC.




DEFERRED COMPENSATION PLAN




January 1, 2008




 









 









	 	 	 	 	 
	 	 	Page	 
	ARTICLE I 
	 	DEFINITIONS AND CONSTRUCTION	1	 
	 
	ARTICLE II 
	 	ADMINISTRATION	5	 
	 
	ARTICLE III 
	 	PARTICIPATION	6	 
	 
	ARTICLE IV 
	 	BENEFITS	7	 
	 
	ARTICLE V 
	 	VESTING	8	 
	 
	ARTICLE VI 
	 	TRUST	8	 
	 
	ARTICLE VII 
	 	PAYMENT OF BENEFITS	8	 
	 
	ARTICLE VIII 
	 	HARDSHIP DISTRIBUTIONS	10	 
	 
	ARTICLE IX 
	 	CHANGE IN CONTROL	10	 
	 
	ARTICLE X 
	 	NATURE OF THE PLAN	11	 
	 
	ARTICLE XI 
	 	EMPLOYMENT RELATIONSHIP	11	 
	 
	ARTICLE XII 
	 	AMENDMENT AND TERMINATION	11	 
	 
	ARTICLE XIII 
	 	CLAIMS PROCEDURE	11	 
	 
	ARTICLE XIV 
	 	MISCELLANEOUS	12	 
	 
	EXHIBIT A 
	 	PRE-2005 PLAN DOCUMENT	14	 






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CHS/COMMUNITY HEALTH SYSTEMS, INC.

DEFERRED COMPENSATION PLAN




W I T N E S S E T H:




     WHEREAS,
CHS/Community Health Systems, Inc. (the “Company”) has previously established and currently maintains the CHS/Community Health Systems, Inc. Deferred
Compensation Plan (the “Plan”); and




     WHEREAS, the Company has previously amended and restated the Plan in order to establish a
deferred compensation arrangement under the Plan for deferrals made on or after January 1, 2005, in
compliance with Internal Revenue Code Section 409A and the guidance related thereto; and



     WHEREAS, the Company wishes to amend and restate the Plan to incorporate required provisions
for compliance with Code Section 409A and the final Treasury regulations promulgated thereunder and
to make certain other changes;



     NOW, THEREFORE, the Plan is hereby amended and restated, effective as of January 1, 2008,
except as otherwise provided herein, as follows:



ARTICLE I




Definitions and Construction




     1.1 Definitions. Where the following words and phrases appear in the Plan, they shall
have the respective meanings set forth below, unless their context clearly indicates to the
contrary:




     (1) Account: An account shall be established for a Member that is credited
with amounts determined pursuant to Sections 4.1 and 4.2 of the Plan. As of any
Determination Date, a Member’s benefit under the Plan shall be equal to the amount credited
to his Account as of such date. If a Member has made an election to defer a portion of his
Compensation until a specified date pursuant to Section 3.4, the account described herein
shall consist of such subaccounts as are necessary to segregate such deferral from the other
amounts deferred by the Member.




     (2) Affiliate: Any subsidiary of Community Health Systems, Inc., the corporate
parent of the Company.




     (3) Bonus: A bonus paid by the Company or an Affiliate to a Member for
services rendered or labor performed while a Member during a Plan Year other than an
Incentive Compensation Bonus.




     (4) Bonuses: A Bonus or an Incentive Compensation Bonus.




     (5) Change in Control: The occurrence of any of the following events, but only
to the extent such event would constitute a change in the ownership or effective control of
CHS, or in the ownership of a substantial portion of the assets of CHS, as set



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forth in Code Section 409A(a)(2)(A)(v) and defined in regulations promulgated by the
U.S. Department of Treasury thereunder:




     (a) An acquisition (other than directly from CHS) of any voting securities of CHS
(“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 (“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 50% of the then-outstanding
shares of Common Stock of CHS (“Shares”) or the combined voting power of CHS’
then-outstanding Voting Securities; provided, however, in determining whether a Change in
Control has occurred pursuant to this Section 2.1(f)(1), Shares or Voting Securities which
are acquired in a Non-Control Acquisition (as hereinafter defined) shall not constitute an
acquisition that would cause a Change in Control. A “Non-Control Acquisition” shall mean an
acquisition by (i) an employee benefit plan (or a trust forming a part thereof) maintained
by the Company or any Subsidiary, (ii) CHS or any Subsidiary, or (iii) any Person in
connection with a Non-Control Transaction (as hereinafter defined);




     (b) The individuals who, as of the date hereof, are members of the Board of CHS
(“Incumbent Board”), cease for any reason to constitute at least a majority of the members
of the Board of CHS or, following a Merger (as hereinafter defined) that results in CHS
having 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 CHS common stockholders, of any new director was approved by a vote of at least
two-thirds of the Incumbent Board of CHS, such new director shall, for purposes of the Plan,
be considered as a member of the Incumbent Board of CHS; provided further, however, that no
individual shall be considered a member of the Incumbent Board of CHS if such individual
initially assumed office as a result of either an actual or threatened Election Contest (as
described in Rule 14a-11 promulgated under the Exchange Act) or other actual or threatened
solicitation of proxies or consents by or on behalf of a Person other than the Board of CHS
(“Proxy Contest”), including by reason of any agreement intended to avoid or settle any
Election Contest or Proxy Contest; or




     (c) The consummation of:




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




(A) the stockholders of CHS immediately before such Merger own, directly or
indirectly, immediately following such Merger, at least 50% of the combined
voting power of the outstanding voting securities of (x) the corporation
resulting from such Merger (“Surviving Corporation”), if 50% or more of the
combined voting power of the then outstanding voting securities of the
Surviving Corporation is not Beneficially Owned, directly



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or indirectly, by another Person (“Parent Corporation”), or (y) if there are
one or more Parent Corporations, the ultimate Parent Corporation; and




(B) the individuals who were members of the Incumbent Board of CHS
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 Corporation, if there is no Parent
Corporation, or (y) if there are one or more Parent Corporations, the
ultimate Parent Corporation.




     (2) A complete liquidation or dissolution of CHS; or




     (3) The sale or other disposition of all, or substantially all, of the assets
of CHS to any Person (other than a transfer to a Subsidiary 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 CHS’ stockholders
of the stock of a Subsidiary or any other assets).




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




     (6) CHS: Community Health Systems, Inc., a Delaware corporation.




     (7) Code: The Internal Revenue Code of 1986, as amended.




     (8) Committee: The administrative committee appointed by the Company to
administer the Plan, if any, which committee shall consist of the same persons designated by
the Company pursuant to the terms of the Retirement Plan to act on behalf of the Company.




     (9) Company: CHS/Community Health Systems, Inc.




     (10) Company Matching Contributions: Contributions made to the Retirement Plan
by the Company or an Affiliate on a Member’s behalf pursuant to Section 4.1(b) of the
Retirement Plan or otherwise as provided for therein.




     (11) Compensation: The total base salary paid by the Company or an Affiliate
during the Plan Year to or for the benefit of a Member for services rendered or labor
performed while a Member as determined by the Company in its sole discretion.



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     (12) Contributing Member: A Member who, for a Plan Year, made a deferral
election pursuant to Section 3.2, Section 3.3 and/or Section 3.4.




     (13) Determination Date. The last day of the Plan Year, or such other dates as
established by the plan administrator.




     (14) ERISA: Employee Retirement Income Security Act of 1974, as amended.




     (15) Incentive Compensation Bonus: Performance-based compensation, as such
term is defined under Code Section 409A and the regulations promulgated thereunder, paid by
the Company or an Affiliate to a Member for services rendered or labor performed while a
Member during the entire Plan Year.




     (16) Investment(s): Any investment fund(s) offered through the Trustee or its
affiliates.




     (17) Investment Gains or Losses: Actual gains or losses realized from
investments applied to a Member’s Account as of each Determination Date pursuant to
Section 4.1 of the Plan, after deducting applicable investment-related costs and expenses,
if any. For the Determination Date, such Member’s Account may be reduced or increased for
an amount equal to the Federal or state income taxes that the Company is required to pay or
expects to realize in relation to such investment(s)’ taxable gain or loss realized during
such year.




     (18) Limitations: Benefit limitations imposed on the Retirement Plan under the
Employee Retirement Income Security Act of 1974, as amended, and under sections 401(a)(17),
401(k)(3), 401(m)(2), 402(g) and 415 of the Internal Revenue Code of 1986, as amended.




     (19) Member: Any employee of the Company or an Affiliate who has been
designated by the Committee as a Member of the Plan until such employee ceases to be a
Member in accordance with Section 3.1 of the Plan.




     (20) Plan: CHS/Community Health Systems, Inc. Deferred Compensation Plan, as
amended from time to time.




     (21) Plan Year: The twelve-consecutive month period commencing January 1 and
ending December 31 of each year.




     (22) Retirement Plan: Community Health Systems, Inc. 401(k) Plan.




     (23) Separation from Service: The termination of employment with the Company,
as set forth in Code Section 409A(a)(2)(A)(i) and defined in regulations promulgated by the
U.S. Department of Treasury thereunder, provided that no separation from service shall occur
while a Member is on military leave, sick leave, or other bona fide leave of absence not
extending beyond six months, or, if longer, so long as the Member’s right to reemployment is
provided either by statute or by contract. If a period of leave exceeds six months and the
Member’s right to reemployment is not provided either by statute or contract, for the
purposes of the Plan, the employment relationship is



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deemed to terminate on the first date immediately following such six-month period;
provided, however, that that a Member shall not be deemed to have Separated from Service on
account of a leave of absence until the first date immediately following the end of a
29-month period of leave (if the employment relationship is not terminated sooner) where
such leave is due to any medically determinable physical or mental impairment that can be
expected to result in death or can be expected to last for a continuous period of not less
than six months and where such impairment causes the Member to be unable to perform the
duties of his or her position of employment or any substantially similar position of
employment..




     (24) Specified Employee: A key employee, as defined in Code Section 416(i)
without regard to Section 416(i)(5), of an employer any stock of which is publicly traded on
an established securities market or otherwise. The identification date for determining a
key employee shall be December 31. For the purposes of this definition, the term employer
shall refer to the entity for whom the services are performed by the Specified Employee and
with respect to whom the legally binding right to compensation arises together with and all
entities with whom such entity would be considered a single employer under Code Section
414(b) or Code Section 414(c).




     (25) SSP: CHS 401(k) Supplemental Savings Plan.




     (26) Trust Agreement: The agreement entered into between the Company and the
Trustee establishing a trust to hold and invest contributions made by the Company under the
Plan and from which all or a portion of the amounts payable under the Plan to Members and
their beneficiaries will be distributed.




     (27) Trust Assets: All assets held by the Trustee under the Trust Agreement.




     (28) Trustee: The trustee or trustees qualified and acting under the Trust
Agreement at any time.



     1.2 Number and Gender. Wherever appropriate herein, words used in the singular shall
be considered to include the plural and the plural to include the singular. Wherever appropriate
herein, the masculine gender, where appearing in this Plan, shall be deemed to include the feminine
gender and vice versa.



     1.3 Headings. The headings of Articles and Sections herein are included solely for
convenience, and, if there is any conflict between such headings and the text of the Plan, the text
shall control.



ARTICLE II




Administration




     The Plan shall be administered by the Committee, which shall be authorized, subject to the
provisions of the Plan, to establish rules and regulations and make such interpretations and
determinations as it may deem necessary or advisable for the proper administration of the Plan and
all such rules, regulations, interpretations, and determinations shall be binding on all Plan
Members and their beneficiaries. The Committee shall be composed of not less than three



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individuals. Each member of the Committee shall serve until he resigns or is removed by the
Company. Upon the resignation or removal of a member of the Committee, the Company shall appoint a
substitute member. No member of the Committee shall have any right to vote or decide upon any
matter relating solely to himself under the Plan or to vote in any case in which his individual
right to claim any benefit under the Plan is particularly involved. In any case in which a
Committee member is so disqualified to act, and the remaining members cannot agree, the Company
shall appoint a temporary substitute member to exercise all the powers of the disqualified member
concerning the matter in which he is disqualified. All expenses incurred in connection with the
administration of the Plan shall be borne by the Company.



ARTICLE III




Participation




     3.1 Eligibility. Any employee of the Company or an Affiliate shall become a Member
upon designation by the Committee. Once an employee has been designated as a Member, he shall
automatically continue to be a Member until he ceases to be an employee of the Company or an
Affiliate or is removed as a Member by the Committee. Notwithstanding the preceding provisions of
this Section 3.1, participation in this Plan shall at all times be limited to a selected group of
management or highly compensated employees of the Company and its Affiliates.



     3.2 Compensation Deferral Election. Any Member may elect to defer receipt of a whole
percentage or amount of his Compensation during a Plan Year under the Plan. A Member’s election to
defer receipt of Compensation shall be made prior to the beginning of such Plan Year and shall be
irrevocable for such Plan Year. The reduction in a Member’s Compensation pursuant to his election
shall be effected by Compensation reductions each payroll period within the Plan Year. For new
Members, the election shall be made within thirty (30) days of becoming eligible.



     3.3 Bonus Deferral Election. Any Member may elect to defer receipt of a whole
percentage or amount of his Bonus or Incentive Compensation Bonus for any Plan Year under the Plan.
A Member’s election to defer receipt of any Bonus shall be made prior to the beginning of such
Plan Year and shall be irrevocable for such Plan Year. A Member’s election to defer receipt of any
Incentive Compensation Bonus for any Plan Year shall be made at least six months prior to the end
of the Plan Year. The election to defer receipt of such whole percentage of a Member’s Bonus or
Incentive Compensation Bonus pursuant to the deferral election above shall be effected by a
reduction in the amount of the Bonus or Incentive Compensation Bonus to which such deferral
election relates.



     3.4 Targeted Deferral Election. Subject to the rules in Section 3.2, any Member may
elect to defer receipt of a whole percentage or amount of any portion of the Member’s Compensation
until a specific future date by executing a deferral form designed for such purpose as specified by
the Committee. Upon the occurrence of any such date specified by a Member in such an election
form, the deferred amount, without the Investment(s) Gains or Losses attributable thereto, shall be
distributed to the Member. Until so distributed, such deferral amounts shall continue to be a part
of the Member’s Account.



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     3.5 Investment Request. A Member may request the Committee to invest or change the
investment of all or a portion of his Account in any Investments. A Member may make such request
at any time, provided that the Committee shall only be obligated to direct the Trustee to make such
Investment or change such Investment as soon as reasonably practicable and within the guidelines
and requirements established by the Trustee for the investment of funds held in the Account. A
Member who does not request the Committee to invest any portion of his Account shall have the funds
held in such Account in a money market or similar fund.



ARTICLE IV




Benefits




     4.1 Deferral Contributions. As of the last day of each payroll period of each Plan
Year, a Member’s Account shall be credited with an amount equal to the Compensation deferred under
the Plan pursuant to an election by the Member as described in Article III for such payroll period.
As of the last day of the payroll period in which Bonuses are paid, a Member’s Account shall be
credited with an amount equal to the Bonuses deferred under the Plan pursuant to an election by the
Member as described in Article III.



     4.2 Matching Contributions. As of the last day of each Plan Year, or, if later, the
date on which the Company Matching Contributions are made under the Retirement Plan for any such
Plan Year, the Member’s Account of each Contributing Member during such Plan Year who remains
employed by the Company on such date shall be credited with an amount equal to the following:




     (1) the Company Matching Contributions to which such Contributing Member would have
been entitled under the Retirement Plan taking into account both (i) the salary deferrals
made by such Contributing Member to the Retirement Plan for the Plan Year, and (ii) the
deferrals made by such Contributing Member under this Plan pursuant to Sections 3.2, 3.3, or
3.4 for the same Plan Year (up to a combined maximum of six percent (6.00%) of such
Contributing Member’s Compensation assuming that none of the Limitations were imposed);
minus




     (2) the Company Matching Contributions, if any, actually made on behalf of such
Contributing Member under the Retirement Plan for such Plan Year; minus




     (3) the Company contributions, if any, to accounts actually made on behalf of such
Contributing Member under the SSP for such Plan Year.


In addition, if (i) the total of such Contributing Member’s salary deferrals under the Retirement
Plan (as adjusted after application of the Limitations) and deferrals pursuant to the SSP and
Sections 3.2, 3.3 or 3.4 under this Plan is less than 6.00% of such Contributing Member’s
Compensation for a Plan Year; and (ii) the Contributing Member elects to increase his or her
deferrals under this Plan by all or any portion of any salary deferrals to the Retirement Plan that
are returned to the Contributing Member as a result of the application of the Limitations within
120 days after receipt of such returned salary deferrals, even if such increased deferrals are made
in the next Plan Year, such increased deferrals shall also be taken into account in subparagraph
(i) above until the total of the Contributing Member’s salary deferrals under the Retirement Plan,


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SSP, and deferrals under this Plan for the Plan Year equals 6.00% of the Contributing Member’s
Compensation.




Effective as of January 1, 2009, no additional amounts shall be credited to a Contributing Member’s
Account pursuant to this Section 4.2.



ARTICLE V




Vesting




     All amounts credited to a Member’s Account shall be fully vested and not subject to forfeiture
for any reason; provided, however, the amounts credited to a Member’s Account pursuant to Section
4.2, including any Investment Gains or Losses allocable to such credits, shall be subject to the
same vesting schedule as that set forth in the Retirement Plan. Notwithstanding the preceding
sentence, the benefits payable to each Member hereunder constitute an unfunded, unsecured
obligation of the Company, and the assets held by the Company and the Trustee remain subject to the
claims of the Company’s creditors.



ARTICLE VI




Trust




     The Company may, from time to time and in its sole discretion, pay and deliver money or other
property to the Trustee for the payment of benefits under the Plan. Notwithstanding any provision
in the Plan to the contrary, distributions due under the Plan to or on behalf of Members shall be
made by the Trustee in accordance with the terms of the Trust Agreement and the Plan; provided,
however, that the Company shall remain obligated to pay all amounts due to such persons under the
Plan. To the extent that Trust Assets are not sufficient to pay any amounts due under the Plan to
or on behalf of the Members when such amounts are due, the Company shall pay such amounts directly.
Nothing in the Plan or the Trust Agreement shall relieve the Company of its obligation to make the
distributions required in Article VII hereof except to the extent that such obligation is satisfied
by the application of funds held by the Trustee under the Trust Agreement. Any recipient of
benefits hereunder shall have no security or other interest in Trust Assets. Any and all Trust
Assets shall remain subject to the claims of the general creditors of the Company, present and
future, and no payment shall be made under the Plan unless the Company is then solvent. Should an
inconsistency or conflict exist between the specific terms of the Plan and those of the Trust
Agreement, then the relevant terms of the Trust Agreement shall govern and control.



ARTICLE VII




Payment of Benefits




     7.1 Separation from Service. Upon a Member’s Separation from Service with the Company
or an Affiliate for any reason, the amount credited to such Member’s Account as of the
Determination Date immediately preceding such Member’s Separation from Service, adjusted for any
amount deferred and Investment Gains or Losses realized from such Determination Date to the date of
the Member’s Separation from Service, shall be distributed to such Member or, if



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the Member’s Separation from Service is on account of death, to the Member’s beneficiary as
determined pursuant to Section 7.2 below.




     7.2 Death. Upon a Member’s death, the amount credited to such Member’s Account as of
the Determination Date immediately preceding the date of such Member’s death, adjusted for any
amount deferred and Investment Gains or Losses realized from such Determination Date to the date of
the Member’s death, shall be distributed to such Member’s designated beneficiary. The Member, by
written instrument filed with the Committee in such manner and form as the Committee may prescribe,
may designate one or more beneficiaries to receive such payment. The beneficiary designation may
be changed from time to time prior to the death of the Member. In the event that the Committee has
no valid beneficiary designation on file, the amount credited to such Member’s Account shall be
distributed to the Member’s surviving spouse, if any, or if the Member has no surviving spouse, to
the executor or administrator of the Member’s estate, as applicable.



     7.3 Targeted Deferrals. If a Member has made one or more targeted deferrals pursuant
to Section 3.4, upon the date specified in any election form used by the Member to make such
election, the amount credited in the subaccount of the Member’s Account which relates to such
deferral as of the Determination Date immediately preceding such specified date shall be
distributed to such Member. If some event takes place that would entitle a Member to a
distribution under Sections 7.1 or 7.2 prior to such specified date, the amounts in such subaccount
shall be distributed along with any other amounts in the Member’s Account pursuant to Section 7.1
or 7.2.



     7.4 Time of Payment. Payment of a Member’s benefit hereunder shall be made as soon as
administratively feasible following the date on which the Member or his beneficiary becomes
entitled to such benefit pursuant to Sections 7.1, 7.2, or 7.3, but no earlier than 10 days
thereafter and no later than 45 days thereafter, except for the Company Matching Contributions as
provided herein. If a Member’s Separation from Service or death or any other events that entitle
the Member to a distribution occurs within the first four months of a year, the portion of the
Company Matching Contributions for the preceding Plan Year that has been credited to a Member’s
Account shall be distributed to such Member no later than the earlier of (i) the date of which the
calculation of such contributions has been finalized or (ii) May 1 of the year of termination of
employment or death, or any other events which shall entitle the Member to a distribution. In all
other events, the 10 days and 45 days limitation shall apply to the distribution of the Member’s
entire Account balance, unless expressly provided otherwise. Notwithstanding the foregoing, for a
Specified Employee, distributions may not be made before the day immediately following the date
that is six (6) months after the date of the Member’s Separation from Service (or, if earlier, the
date of death of the Member). Also, notwithstanding the foregoing, a Member may elect to delay the
time of payment under the following conditions: (i) such election shall not take effect until at
least 12 months after the date on which the election is made; (ii) with respect to a payment made
upon Separation from Service, a targeted deferral, or as a result of a Change in Control, the first
payment with respect to which such election is made be deferred for a period of not less than 5
years from the date such payment would otherwise have been made; and (iii) any election related to
a targeted deferral may not be made less than 12 months prior to the date of the first scheduled
payment. Notwithstanding anything in this Section 7.4 to the contrary, an election relating to the
time of payment may be made as permitted under Code Section 409A and applicable guidance of the
Internal Revenue Service.



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     7.5 Form of Payment. For purposes of distributing all of a Member’s Account, the form
of any payment to a Member or his designated beneficiary shall be in a lump sum, paid in cash or by
check; provided, however, if an election is made to delay the time of payment under Section 7.4,
such payments shall be made, at the election of the Member, in a lump sum, in five (5) annual
installments, or in ten (10) annual installments. Notwithstanding anything in this Section 7.5 to
the contrary, an election relating to the form of payment may be made as permitted under Code
Section 409A and applicable guidance of the Internal Revenue Service.



     7.6 2008 Transitional Rule Election. By election made no later than December 31,
2008, a Member may elect to change the time or form of payment of a Member’s Account and the
election shall not be treated as a change in time or form of payment under Code Section 409A(a)(4)
or an acceleration of payment under Code Section 409A(a)(3). Such election may apply only to
amounts that would not otherwise be payable in 2008 and may not cause an amount to be paid in 2008
that would not otherwise be payable in 2008.



ARTICLE VIII




Hardship Distributions




     Upon written application by a Member who has experienced an unforeseeable emergency, the
Committee may distribute to such Member an amount not to exceed the lesser of the amount credited
to such Member’s Account or the amount determined by the Committee as being reasonably necessary to
satisfy the emergency need (a “Hardship Distribution”). For purposes of this Article VIII, an
unforeseeable emergency shall mean a severe financial hardship to the Member resulting from an
illness or accident of the Member, the Member’s spouse, or a dependent (as defined in Code Section
152(a)) of the Member, loss of the Member’s property due to casualty, or other similar
extraordinary and unforeseeable circumstances arising as a result of events beyond the control of
the Member. The requirement for a Hardship Distribution is met only if, as determined under
regulations of the Secretary of Treasury, the amounts distributed with respect to an emergency do
not exceed the amounts necessary to satisfy such emergency plus amounts necessary to pay taxes
reasonably anticipated as a result of the distribution, after taking into account the extent to
which such hardship is or may be relieved through reimbursement or compensation by insurance or
otherwise or by liquidation of the Member’s assets (to the extent the liquidation of such assets
would not itself cause severe financial hardship).



ARTICLE IX




Change in Control




     Notwithstanding any provision of the Plan to the contrary, in the event of a Change in
Control, the amount credited to such Member’s Account as of the Determination Date immediately
preceding such Change in Control, adjusted for any amount deferred and Investment Gains or Losses
realized from such Determination Date to the date of the Change in Control, shall be distributed to
such Member in a single lump sum payment as soon as administratively feasible, but no earlier than
10 days thereafter and no later than 45 days after the date of the Change in Control.



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ARTICLE X




Nature of the Plan




     The Plan shall constitute an unfunded, unsecured obligation of the Company to make cash
payments in accordance with the provisions of the Plan. The Plan is not intended to meet the
qualification requirements of section 401 of the Internal Revenue Code of 1986, as amended. The
Company in its sole discretion may set aside such amounts for the payment of Accounts as the
Company may from time to time determine. Neither the establishment of the Plan, the operation
thereof, nor the setting aside of any amounts shall be deemed to create a funding arrangement. No
Member shall have any security or other interest in any such amounts set aside or any other assets
of the Company.



     The arrangement provided for in this January 1, 2008, amendment of the Plan shall apply only
with respect to amounts deferred after December 31, 2004. For amounts deferred before January 1,
2005, such deferrals shall be governed by the arrangement in place prior to the January 1, 2005,
amendment of the Plan, as set forth in Exhibit A. No provision of this document is intended to be
and shall not be a material modification of the arrangement in place as of October 3, 2004. To the
extent any term of this document constitutes a material modification (that is, a benefit or right
existing as of October 3, 2004, is enhanced or a new benefit or right is added) to the prior
arrangement, such modification shall be of no force or effect.



ARTICLE XI




Employment Relationship




     Nothing in the adoption or implementation of the Plan shall confer on any employee the right
to continued employment by the Company or an Affiliate or affect in any way the right of the
Company or an Affiliate to terminate his employment at any time. For the purposes of the Plan, any
question as to whether and when there has been a termination of a Member’s employment, and the
cause of such termination, shall be determined by the Committee, and its determination shall be
final.



ARTICLE XII




Amendment and Termination




     The Company may amend or terminate the Plan, by written action, without the consent of the
Members; provided, however, that no such amendment or termination shall adversely affect any
benefits that have been earned prior to any such amendment or termination, except as required by
law.



ARTICLE XIII




Claims Procedure




     The Committee shall have full power and authority to interpret, construe, and administer the
Plan, and the Committee’s interpretations and construction hereof, and actions hereunder,



- 11 -









 







including
the value, amount, timing, form, or recipient of any payment to be made hereunder, shall be binding
and conclusive on all persons for all purposes. Notwithstanding the foregoing, the determination
of a Change in Control event will be objectively determinable under Article IX and the Committee
shall not have discretionary authority to determine whether a Change in Control has occurred.



     In the event that a claim for a benefit is wholly or partially denied, the Committee shall,
within 90 days after receipt of the claim by the Plan, provide the claimant with a written
statement setting forth the specific reasons for the adverse determination; reference to the
specific plan provisions on which the determination is based; a description of any additional
material or information necessary for the claimant to perfect the claim and an explanation of why
such material or information is necessary; and a description of the Plan’s review procedures and
time limits applicable to such procedures, including a statement of the claimant’s right to bring a
civil action under Section 502(a) of the ERISA following an adverse benefit determination on
review.



     The claimant will have 60 days following receipt of an adverse benefit determination within
which to appeal the determination. During such time, the Participant will have the opportunity to
submit written comment, documents, records, and other information relating to the claim for
benefits. The claimant will be provided, upon request and free of charge, reasonable access to,
and copies of, all documents, records, and other information relevant to the claim for benefits.
The review will take into account all comments, documents, records, and other information submitted
by the claimant relating to the claim, without regard to whether such information was submitted or
considered in the initial benefit determination.



     The Committee will notify the claimant within 60 days after receipt of the claimant’s request
for review by the Plan. In the case of an adverse benefit determination, the notification shall
set forth, in a manner calculated to be understood by the claimant the specific reason or reasons
for the adverse determination; reference to the specific plan provisions on which the benefit
determination is based; a statement that the claimant is entitled to receive, upon request and free
of charge, reasonable access to, and copies of, all documents, records, and other information
relevant to the claimant’s claim for benefits; and a statement describing any voluntary appeal
procedures offered by the plan and the claimant’s right to obtain the information about such
procedures, and a statement of the claimant’s right to bring an action under section 502(a) of
ERISA.



     No member of the Committee shall be liable to any person for any action taken or omitted in
connection with the interpretation and administration of the Plan unless attributable to his own
willful misconduct or lack of good faith. Claimants who are members of the Committee shall not
participate in any action or determination regarding their own benefits hereunder.



ARTICLE XIV




Miscellaneous




     14.1 Indemnification. The Company shall indemnify and hold harmless each member of
the Committee and any other persons acting on its behalf, against any and all expenses and
liabilities arising out of his or her administrative functions or fiduciary responsibilities,
excepting



- 12 -









 







only expenses and liabilities arising out of the individual’s own willful misconduct or
lack of good faith. Expenses against which such person shall be indemnified hereunder include,
without limitation, the amounts of any settlement or judgment, costs, counsel fees and related
charges reasonably incurred in connection with a claim asserted or a proceeding brought or
settlement thereof.



     14.2 Withholding Taxes. The Company shall have the right to deduct from any payments
made under this Plan, any federal, state or local taxes required by law to be withheld with respect
to such payments.



     14.3 Nonalienation of Benefits. Subject to income tax withholding, benefits payable
under this Plan shall not be subject in any manner to anticipation, alienation, sale, transfer,
assignment, pledge, encumbrance, charge, garnishment, execution or levy of any kind, either
voluntary or involuntary, including any such liability that is for alimony or other payments for
the support of a spouse or former spouse, or for any other relative of the Member, prior to
actually being received; and any attempt to anticipate, alienate, sell, transfer, assign, pledge,
encumber, charge or otherwise dispose of any right to benefits payable hereunder shall be void.
The Company shall not in any manner be liable for, or subject to, the debts, contracts,
liabilities, engagements or torts of any person entitled to benefits hereunder.



     14.4 Severability. If any provision of the Plan shall be held illegal or invalid for
any reason, said illegality or invalidity shall not affect the remaining provisions hereof; rather,
each provision shall be fully severable and the Plan shall be construed and enforced as if said
illegal or invalid provision had never been included herein.



     14.5 Jurisdiction. The situs of the Plan hereby created is Tennessee. All provisions
of the Plan shall be construed in accordance with the laws of Tennessee except to the extent
preempted by federal law.



     IN WITNESS WHEREOF, the undersigned has caused this Plan to be executed on the 24th day of
December, 2008, to be effective as of January 1, 2008.



	 	 	 	 	 	 	 
	 	 	CHS/COMMUNITY HEALTH SYSTEMS, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Rachel A. Seifert
 

	 	 
	 	 	Title: Senior Vice President	 	 






- 13 -









 






EXHIBIT A




CHS/COMMUNITY HEALTH SYSTEMS, INC.




DEFERRED COMPENSATION PLAN




As Amended Effective October 1, 1993; January 1, 1994; January 1, 1995;

April 1, 1999; July 1, 2000; January 1, 2001; and June 30, 2002




Original Effective Date: June 1, 1991




- 14 -









 





EXHIBIT A




TABLE OF CONTENTS




	 	 	 	 	 
	ARTICLE I 
	 	DEFINITIONS AND CONSTRUCTION	16	 
	 
	ARTICLE II 
	 	ADMINISTRATION	19	 
	 
	ARTICLE III 
	 	PARTICIPATION	19	 
	 
	ARTICLE IV 
	 	BENEFITS	20	 
	 
	ARTICLE V 
	 	VESTING	22	 
	 
	ARTICLE VI 
	 	TRUST	23	 
	 
	ARTICLE VII 
	 	PAYMENT OF BENEFITS	23	 
	 
	ARTICLE VIII 
	 	HARDSHIP DISTRIBUTIONS	24	 
	 
	ARTICLE IX 
	 	SALE OF THE COMPANY 	25	 
	 
	ARTICLE X 
	 	NATURE OF THE PLAN	25	 
	 
	ARTICLE XI 
	 	EMPLOYMENT RELATIONSHIP	25	 
	 
	ARTICLE XII 
	 	AMENDMENT AND TERMINATION	26	 
	 
	ARTICLE XIII 
	 	CLAIMS PROCEDURE	26	 
	 
	ARTICLE XIV 
	 	MISCELLANEOUS	26	 
	 







- 15 -









 








EXHIBIT A




CHS/COMMUNITY HEALTH SYSTEMS, INC.

DEFERRED COMPENSATION PLAN




W I T N E S S E T H:




     WHEREAS, Community Health Investment Corporation (formerly CHS Management Corporation) has
previously established the CHS/Community Health Systems, Inc. Deferred Compensation Plan (the
“Plan”) to provide retirement and incidental benefits for certain executive employees of the
company, effective June 1, 1991; and



     WHEREAS, the Plan was amended in certain respects, effective December 1, 1991; and



     WHEREAS, effective January 1, 1992, Community Health Systems, Inc. (the “Company”) adopted the
Plan and assumed all of the duties and responsibilities of Community Health Investment Corporation;
and



     WHEREAS, the Plan was further amended in certain respects effective October 1, 1993,
January 1, 1994, January 1, 1995, April 1, 1999, July 1, 2000, and January 1, 2001, including the
change in the name of the Company to CHS/Community Health Systems, Inc.; and



     WHEREAS, the Company wishes to amend the Plan further as provided herein;



     NOW, THEREFORE, the Plan shall be and is hereby amended and restated in this form, effective
as of June 30, 2002, except as otherwise provided herein


        .

ARTICLE I




Definitions and Construction




     1.1 Definitions. Where the following words and phrases appear in the Plan, they shall
have the respective meanings set forth below, unless their context clearly indicates to the
contrary:




	(1)	 	Account: A memorandum bookkeeping account established on the records of the Company
for a Member that is credited with amounts determined pursuant to Sections 4.1 and 4.2 of the
Plan. As of any Determination Date, a Member’s benefit under the Plan shall be equal to the
amount credited to his Account as of such date. If a Member has made an election to defer a
portion of his Compensation until a specified date pursuant to Section 3.4, the account
described herein shall consist of such subaccounts as are necessary to segregate such deferral
from the other amounts deferred by the Member.




(2) Affiliate: Any subsidiary of Community Health Systems, Inc., the corporate parent of
the Company.



(3) Benefit Exchange Agreement: An agreement entered into between certain Members and the
Company in connection with the surrender of the Member’s interest in the Split Dollar




- 16 -









 








EXHIBIT A



Agreement and the Member’s vested interest in the cash value of the variable life insurance policy
that is subject to the terms of the Split Dollar Agreement, as it may be amended.



(4) Bonus: The bonus paid by the Company or an Affiliate to a Member pursuant to an
employment agreement between the Company or an Affiliate and the Member or otherwise for
services rendered or labor performed while a Member.



(5) Change of Control: A Change of Control occurs in the event of a sale of all or
substantially all of the stock or assets of the Company to a purchaser if the debt-to-equity
ratio of the purchaser, taking into account the sale of the stock or assets of the Company, is
greater than .75 to 1 as determined by the Committee immediately prior to the sale.



(6) Committee: The administrative committee appointed by the Company to administer the
Plan, if any, which committee shall consist of the same persons designated by the Company
pursuant to the terms of the Retirement Plan to act on behalf of the Company, as the
administrator of such Plan.



(7) Company: CHS/Community Health Systems, Inc.



(8) Company Matching Contributions: Contributions made to the Retirement Plan by the
Company or an Affiliate on a Member’s behalf pursuant to Section 4.1(b) of the Retirement Plan
or otherwise as provided for therein.



(9) Compensation: The total base salary paid by the Company or an Affiliate during the
Plan Year to or for the benefit of a Member for services rendered or labor performed while a
Member.



(10) Contributing Member: A Member who, for a Plan Year, made a deferral election pursuant
to Section 3.2, Section 3.3 and/or Section 3.4.



(11) Determination Date. The last business day of each quarter in a calendar year.



(12) Earnings Credit: The earnings applied to a Member’s Account as of each Determination
Date pursuant to Section 4.2(b).



(13) Effective Date: June 1, 1991.



(14) Investment(s): Any investment fund(s) offered through the Trustee or its affiliates
including Nations Fund, Inc., Nations Fund Trust, or Nations Fund Portfolios, Inc. (or their
successors).



(15) Investment Gains or Losses: Actual gains or losses realized from investments applied
to a Member’s Account as of each Determination Date pursuant to Section 4.2(a) of the Plan,
after deducting applicable investment-related costs and expenses, if any. For the
Determination Date, such Member’s Account shall be reduced or increased for an amount equal to
the Federal or state income taxes that the Company is required to pay or expects to realize in
relation to such investment(s)’ taxable gain or loss realized during such year.




- 17 -









 








EXHIBIT A



(16) Limitations: Benefit limitations imposed on the Retirement Plan under the Employee
Retirement Income Security Act of 1974, as amended, and under sections 401(a)(17), 401(k)(3),
401(m)(2), 402(g) and 415 of the Internal Revenue Code of 1986, as amended.



(17) Member: Any employee of the Company or an Affiliate who has been designated by the
Committee as a Member of the Plan until such employee ceases to be a Member in accordance with
Section 3.1 of the Plan.



(18) Plan: CHS/Community Health Systems, Inc. Deferred Compensation Plan, as amended from
time to time.



(19) Plan Year: The seven-month period commencing June 1, 1991, and ending December 31,
1991 and each twelve-consecutive month period commencing January 1 of each year thereafter.



(20) Post-Termination Benefits Deposit: Certain deposit provided for under the terms of
the Split Dollar Agreement.



(21) Retirement Plan: Community Health Systems, Inc. 401(k) Plan.



(22) Split Dollar Agreement: An agreement entered into between the Company and the Member
pursuant to the provisions of the Supplemental Survivor Accumulation portion of the Community
Health Systems, Inc. Supplemental Benefits Plan.



(23) SSP: CHS 401(k) Supplemental Savings Plan.



(24) Trust Agreement: The agreement entered into between the Company and the Trustee
establishing a trust to hold and invest contributions made by the Company under the Plan and
from which all or a portion of the amounts payable under the Plan to Members and their
beneficiaries will be distributed.



(25) Trust Assets: All assets held by the Trustee under the Trust Agreement.



(26) Trustee: The trustee or trustees qualified and acting under the Trust Agreement at
any time.




     1.2 Number and Gender. Wherever appropriate herein, words used in the singular shall
be considered to include the plural and the plural to include the singular. The masculine gender,
where appearing in this Plan, shall be deemed to include the feminine gender and vice versa.



     1.3 Headings. The headings of Articles and Sections herein are included solely for
convenience and if there is any conflict between such headings and the text of the Plan, the text
shall control.



- 18 -









 





EXHIBIT A




ARTICLE II




Administration




     The Plan shall be administered by the Committee that shall be authorized, subject to the
provisions of the Plan, to establish rules and regulations and make such interpretations and
determinations as it may deem necessary or advisable for the proper administration of the Plan and
all such rules, regulations, interpretations, and determinations shall be binding on all Plan
Members and their beneficiaries. The Committee shall be composed of not less than three
individuals. Each member of the Committee shall serve until he resigns or is removed by the
Company. Upon the resignation or removal of a member of the Committee, the Company shall appoint a
substitute member. No member of the Committee shall have any right to vote or decide upon any
matter relating solely to himself under the Plan or to vote in any case in which his individual
right to claim any benefit under the Plan is particularly involved. In any case in which a
Committee member is so disqualified to act, and the remaining members cannot agree, the Company
shall appoint a temporary substitute member to exercise all the powers of the disqualified member
concerning the matter in which he is disqualified. All expenses incurred in connection with the
administration of the Plan shall be borne by the Company.



ARTICLE III




Participation




     3.1 Eligibility. Any employee of the Company or an Affiliate shall become a Member
upon designation by the Committee. Once an employee has been designated as a Member, he shall
automatically continue to be a Member until he ceases to be an employee of the Company or an
Affiliate or is removed as a Member by the Committee. Notwithstanding the preceding provisions of
this Section 3.1, participation in this Plan shall at all times be limited to a selected group of
management or highly compensated employees of the Company.



     3.2 Compensation Deferral Election. Any Member may elect to defer receipt of a whole
percentage of his Compensation for one or more calendar quarters during a Plan Year under the Plan.
A Member’s election to defer receipt of Compensation for any calendar quarter(s) of a Plan Year
shall be made prior to the beginning of such calendar quarter(s) of the Plan Year and shall be
irrevocable for such calendar quarter(s) of the Plan Year. The reduction in a Member’s
Compensation pursuant to his election shall be effected by Compensation reductions as of each
payroll period within the election period.



     3.3 Bonus Deferral Election. Any Member may elect to defer receipt of a whole
percentage of his Bonus for any Plan Year under the Plan. A Member’s election to defer receipt of
his Bonus for any Plan Year shall be made prior to the earlier of (i) the date on which such bonus
becomes payable and ascertainable, or (ii) October 1 of such Plan Year for which such Bonus is
payable, and shall be irrevocable for such Plan Year. The election to defer receipt of such whole
percentage of a Member’s Bonus pursuant to the deferral election above shall be effected by a
reduction in the amount of the Bonus to which such deferral election relates.



- 19 -









 





EXHIBIT A




     3.4 Targeted Deferral Election. In general, all amounts deferred by a Member pursuant
to Sections 3.2 and 3.3 shall be held for the Member and distributed following the Member’s
termination of employment or the occurrence of a hardship event pursuant to Sections 7.1, 7.2 and
8.1. Notwithstanding the preceding sentence, a Member may also defer the receipt of any portion of
the Member’s Compensation otherwise deferred pursuant to the provisions of Sections 3.2 and 3.3
until a specific future date, by executing a deferral form designed for such purpose as specified
by the Committee. Upon the occurrence of any such date specified by a Member in such an election
form, the deferred amount, and the Earnings Credit and Investment(s) Gains or Losses attributable
thereto, shall be distributed to the Member. Until so distributed, such deferral amounts shall
continue to be a part of the Member’s Account.



     3.5 Investment Request. A Member may request the Committee to invest or change the
investment of all or a portion of his Account in any Investments. A Member may make such request
at any time, provided that the Committee shall only be obligated to direct the Trustee to make such
investment or charge such investment as soon as reasonably practicable and within the guidelines
and requirements established by the Trustee for the investment of funds held in the Account. A
Member who does not request the Committee to invest any portion of his Account shall have the funds
held in such Account in a money market fund offered through the Trustee or its affiliates.



     3.6 Post-Termination Benefits Deposit. Notwithstanding any provision of the Plan to
the contrary, the Company may make for any Member an annual contribution equal to that portion of
Post-Termination Benefit Deposits to be made to the Plan as calculated under the terms of any
Benefits Exchange Agreement between the Member and the Company.



ARTICLE IV




Benefits




     4.1 Amount of Benefit.



     (a) Deferral Contributions. As of the last day of each payroll period of each Plan
Year, a Member’s Account shall be credited with an amount equal to the Compensation deferred under
the Plan pursuant to an election by the Member as described in Article III for such payroll period.
Effective as of June 30, 2002, as of the last day of each payroll period of each Plan Year, a
Member’s Account shall be credited with an amount equal to that portion of Post-Termination Benefit
Deposits made to the Plan, if any, as calculated under the terms of the Benefits Exchange Agreement
between the Member and the Company.



     (b) Matching Contributions. As of the last day of each Plan Year, or, if later, the
date on which the Company Matching Contributions are made under the Retirement Plan for any such
Plan Year, the Member’s Account of each Contributing Member during such Plan Year who remains
employed by the Company on such date shall be credited with an amount equal to the following:




     (1) the Company Matching Contributions to which such Contributing Member would
have been entitled under the Retirement Plan taking into account



- 20 -









 








EXHIBIT A





both (i) the salary deferrals made by such Contributing Member to the Retirement
Plan for the Plan Year, and (ii) the deferrals made by such Contributing Member
under this Plan pursuant to Sections 3.1, 3.2, or 3.3 for the same Plan Year (up to
a combined maximum of six percent (6.00%) of such Contributing Member’s Compensation
assuming that none of the Limitations were imposed); minus




     (2) the Company Matching Contributions, if any, actually made on behalf of such
Contributing Member under the Retirement Plan for such Plan Year; minus




     (3) the Company contributions, if any, to accounts actually made on behalf of
such Contributing Member under the SSP for such Plan Year.


In addition, if (i) the total of such Contributing Member’s salary deferrals under the Retirement
Plan (as adjusted after application of the Limitations) and deferrals pursuant to the SSP and
Sections 3.1, 3.2 or 3.3 under this Plan is less than 6.00% of such Contributing Member’s
Compensation for a Plan Year; and (ii) the Contributing Member elects to increase his or her
deferrals under this Plan by all or any portion of any salary deferrals to the Retirement Plan that
are returned to the Contributing Member as a result of the application of the Limitations within
120 days after receipt of such returned salary deferrals, even if such increased deferrals are made
in the next Plan Year; such increased deferrals shall also be taken into account in subparagraph
(a) above until the total of the Contributing Member’s salary deferrals under the Retirement Plan,
SSP, and deferrals under this Plan for the Plan Year equals 6.00% of the Contributing Member’s
Compensation.




     (c) Benefit Exchange Agreement Contributions. Effective for Plan Years beginning on
or after January 1, 2002, the Company shall credit to the Account of each Member who has entered
into a Benefit Exchange Agreement with the Company the following amounts, as specified under the
terms of each such Benefit Exchange Agreement:




(1) all unpaid 2001 and 2002 variable life insurance policy premium payments
required under the terms of the Split Dollar Agreement;




(2) an amount equal to 100% of the net cash surrender value of such variable life
insurance policy on the date such policy is surrendered by the Company; and




(3) if required by the Member’s Benefit Exchange Agreement, annual amounts equal to
the premium payments to such variable life insurance policy that would have been
required under the Split Dollar Agreement for years after 2002, reduced each year by
the actual cost of providing supplemental life insurance coverage to the Member
pursuant to the terms of the Benefit Exchange Agreement.


As of any Determination Date, the benefit to which a Member or his beneficiary shall be entitled
under the Plan shall be equal to the amount credited to such Member’s Account as of such date.




- 21 -









 








EXHIBIT A




     (d) Special Contributions. For the Plan Year beginning January 1, 2003, the Company
shall make a special one-time cash contribution to each Participant’s Account in an amount equal to
the dollar value of the matching contributions that were forfeited by the Participants under the
Retirement Plan for the plan years of the Retirement Plan that ended on December 31, 2001, and
December 31, 2002. The Plan Administrator shall determine the dollar value of all such forfeited
matching contributions, which determination shall be final and binding on all Participants. Such
special contributions shall be made no later than September 15, 2003, unless the Plan Administrator
has not yet finally determined the amount of the forfeited matching contributions, in which event
such contributions shall be made not later than 30 days after such forfeited matching contributions
are finally determined by the Plan Administrator. Notwithstanding the foregoing, no such special
contribution shall be made for a Member if the Company makes a similar contribution for a Member to
the SSP.



     4.2 Investment Credit. As of each Determination Date, the Account of each Member
shall be credited with Investment Gains or Losses as provided in this Section 4.2.




	 	(a)	 	If a Member has requested in accordance with Section 3.5 of the Plan that all
or a portion of his Account be invested in any particular Investment(s), the Account of
such Member shall be credited with the Investment Gains or Losses since the preceding
Determination Date.
	 
	 	(b)	 	Any portion of a Member’s Account, the investment of which has not been
requested by the Member, shall be credited with the Earnings Credit for such
Determination Date.
	 
	 	(c)	 	A Member’s Account shall not be credited with any Investment Credit under this
Section 4.2 on the Company Matching Contributions portion credited to his Account as of
the last day of each Plan Year pursuant to Section 4.1 of the Plan until the Company
actually makes the cash deposit of such Matching Contributions with the Trustee.





ARTICLE V




Vesting




     All amounts credited to a Member’s Account shall be fully vested and not subject to forfeiture
for any reason; provided, however, the amounts credited to a Member’s Account pursuant to the
second paragraph of Section 4.1, including any Earnings Credit and/or Investment Gains or Losses
allocable to such credits, shall be subject to the same vesting schedule as that set forth in the
Retirement Plan. Notwithstanding the preceding sentence, the benefits payable to each Member
hereunder constitute an unfunded, unsecured obligation of the Company, and the assets held by the
Company and the Trustee remain subject to the claims of the Company’s creditors.



- 22 -









 





EXHIBIT A




ARTICLE VI




Trust




     The Company may, from time to time and in its sole discretion, pay and deliver money or other
property to the Trustee for the payment of benefits under the Plan. Notwithstanding any provision
in the Plan to the contrary, distributions due under the Plan to or on behalf of Members shall be
made by the Trustee in accordance with the terms of the Trust Agreement and the Plan; provided,
however, that the Company shall remain obligated to pay all amounts due to such persons under the
Plan. To the extent that Trust Assets are not sufficient to pay any amounts due under the Plan to
or on behalf of the Members when such amounts are due, the Company shall pay such amounts directly.
Nothing in the Plan or the Trust Agreement shall relieve the Company of its obligation to make the
distributions required in Article VII hereof except to the extent that such obligation is satisfied
by the application of funds held by the Trustee under the Trust Agreement. Any recipient of
benefits hereunder shall have no security or other interest in Trust Assets. Any and all Trust
Assets shall remain subject to the claims of the general creditors of the Company, present and
future, and no payment shall be made under the Plan unless the Company is then solvent. Should an
inconsistency or conflict exist between the specific terms of the Plan and those of the Trust
Agreement, then the relevant terms of the Trust Agreement shall govern and control.



ARTICLE VII




Payment of Benefits




     7.1 Termination of Employment. Upon a Member’s termination of employment with the
Company or an Affiliate for any reason, the amount credited to such Member’s Account as of the
Determination Date immediately preceding such Member’s termination of employment, adjusted for any
amount deferred and Earnings Credit and Investment(s) Income or Loss realized from such
Determination Date to the date of the Member’s termination of employment, shall be distributed to
such Member or, if the Member’s termination of employment is on account of death, to the Member’s
beneficiary as determined pursuant to Section 7.2 below.



     7.2 Death. Upon a Member’s death, the amount credited to such Member’s Account as of
the Determination Date immediately preceding the date of such Member’s death, adjusted for any
amount deferred and Earnings Credit and Investment Gains or Losses realized from such Determination
Date to the date of the Member’s death, shall be distributed to such Member’s designated
beneficiary. The Member, by written instrument filed with the Committee in such manner and form as
the Committee may prescribe, may designate one or more beneficiaries to receive such payment. The
beneficiary designation may be changed from time to time prior to the death of the Member. In the
event that the Committee has no valid beneficiary designation on file, the amount credited to such
Member’s Account shall be distributed to the Member’s surviving spouse, if any, or if the Member
has no surviving spouse, to the executor or administrator of the Member’s estate.



     7.3 Targeted Deferrals. If a Member has made one or more targeted deferrals pursuant
to Section 3.4, upon the date specified in any election form used by the Member to



- 23 -









 








EXHIBIT A



make such election, the amount credited in the subaccount of the Member’s Account which relates to
such deferral as of the Determination Date immediately preceding such specified date shall be
distributed to such Member. If some event takes place that would entitle a Member to a
distribution under Sections 7.1 or 7.2 prior to such specified date, the amounts in such subaccount
shall be distributed along with any other amounts in the Member’s Account pursuant to Section 7.1
or 7.2.




     7.4 Time of Payment. Payment of a Member’s benefit hereunder shall be made (or
commence if payment is in the form of an annuity contract) as soon as administratively feasible
following the date on which the Member or his beneficiary becomes entitled to such benefit pursuant
to Sections 7.1, 7.2, or 7.3, but no earlier than 10 days thereafter and no later than 45 days
thereafter, except for the Company Matching Contributions as provided herein. If a Member’s
termination of employment or death or any other events which caused termination of the Plan, occurs
within the first four months of a year, the portion of the Company Matching Contributions for the
preceding Plan Year that has been credited to a Member’s Account shall be distributed to such
Member no later than the earlier of (i) the date of which the calculation of such contributions has
been finalized or (ii) May 1 of the year of termination of employment or death, or any other events
which shall entitle the Member to a distribution. In all other events, the 10 days and 45 days
limitation shall apply to the distribution of the Member’s entire Account balance, unless expressly
provided otherwise.



     7.5 Form of Payment. For purposes of distributing all of a Member’s Account other
than any portion thereof attributable to targeted deferrals and earnings thereon, the form of any
payment to a Member or his designated beneficiary shall be in substantially equal annual
installments over a period of ten (10) years, paid in cash or by certified check, with the first
such payment to be made on the first business day of the calendar year following the Member’s
termination of employment (for purposes of payments made pursuant to Section 7.1) or death (for
purposes of payments made pursuant to Section 7.2), unless the Member has made an election to
receive such distribution in the form of a lump sum payment or in five (5) substantially equal
installment payments in such manner and form as prescribed by the Committee. Any election, or
subsequent election, made by the Member pursuant to this Section shall not be effective until the
passage of twelve (12) consecutive months before the date of the Member’s termination of employment
with the Company or an Affiliate, if payment is required pursuant to Section 7.1, or the Member’s
date of death, if the payment is required pursuant to Section 7.2. All distributions of that
portion of a Member’s Account attributable to any targeted deferral and earnings thereon shall be
distributed in a single lump sum payment, in cash or certified check, on the date specified by the
Member in the election form used to make the targeted deferral, or as soon thereafter as
administratively possible.



ARTICLE VIII




Hardship Distributions




     Upon written application by a Member who has experienced an unforeseeable emergency, as
determined by the Committee, the Committee may distribute to such Member an amount not to exceed
the lesser of the amount credited to such Member’s Account or the amount determined by the
Committee as being reasonably necessary to satisfy the emergency need. For



- 24 -









 





EXHIBIT A



purposes of this Article VIII, a hardship distribution pursuant to an unforeseeable emergency shall
be authorized in the event of severe financial hardship to the Member resulting from a sudden and
unexpected illness or accident of the Member or his dependent, loss of the Member’s property due to
casualty, or other similar extraordinary and unforeseeable circumstances arising as a result of
events beyond the Member’s control. An unforeseeable emergency will not include the need to send a
Member’s child to college or the desire to purchase a home. Additionally, the Member must
demonstrate that the hardship may not be relieved through reimbursement or compensation by
insurance or otherwise, by liquidation of the Member’s assets, to the extent the liquidation of
such assets would not itself cause severe financial hardship, or by cessation of deferrals under
this Plan.




ARTICLE IX




Sale of the Company




     In the event of a sale of all or substantially all of the stock or assets of the Company,
either (a) the purchaser shall assume the liabilities of the Plan and shall continue to operate the
Plan in accordance with the provisions set forth herein (including any subsequent amendments
hereto) or (b) the Plan shall be terminated and the amount credited to each Member’s Account shall
be distributed in a lump sum payment in cash or by certified check to each such Member in
accordance with Section 7.4. However, should such sale result in a Change of Control, the Plan
shall be terminated and the amount credited to each Member’s Account shall be distributed in a lump
sum payment in cash or by certified check to each such Member in accordance with Section 7.4.



ARTICLE X




Nature of the Plan




     The Plan shall constitute an unfunded, unsecured obligation of the Company to make cash
payments in accordance with the provisions of the Plan. The Plan is not intended to meet the
qualification requirements of section 401 of the Internal Revenue Code of 1986, as amended. The
Company in its sole discretion may set aside such amounts for the payment of Accounts as the
Company may from time to time determine. Neither the establishment of the Plan, the operation
thereof, nor the setting aside of any amounts shall be deemed to create a funding arrangement. No
Member shall have any security or other interest in any such amounts set aside or any other assets
of the Company.



ARTICLE XI




Employment Relationship




     Nothing in the adoption or implementation of the Plan shall confer on any employee the right
to continued employment by the Company or an Affiliate or affect in any way the right of the
Company or an Affiliate to terminate his employment at any time. Any question as to whether and
when there has been a termination of a Member’s employment, and the cause of such termination,
shall be determined by the Committee, and its determination shall be final.



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EXHIBIT A




ARTICLE XII




Amendment and Termination




     The Company may amend or terminate the Plan, by resolution duly adopted, without the consent
of the Members; provided, however, that no such amendment or termination shall adversely affect any
benefits which have been earned prior to any such amendment or termination. Further, upon
termination of the Plan, the Committee, in its sole discretion, may elect to distribute the amount
credited to each Member’s Account in a lump sum cash payment in accordance with Section 7.4;
provided, however, in the event of a Change of Control, the amount credited to each Member’s
Account must be distributed in accordance with Section 7.4.



ARTICLE XIII




Claims Procedure




     The Committee shall have full power and authority to interpret, construe and administer the
Plan, and the Committee’s interpretations and construction hereof, and actions hereunder, including
the timing, form, amount or recipient of any payment to be made hereunder, shall be binding and
conclusive on all persons for all purposes. In the event that an individual’s claim for a benefit
is denied or modified, the Committee shall provide such individual with a written statement setting
forth the specific reasons for such denial or modification in a manner calculated to be understood
by the individual. Any such written statement shall reference the pertinent provisions of the Plan
upon which the denial or modification is based and shall explain the Plan’s claim review procedure.
Such individual may, within forty-five (45) days of receipt of such written statement, make
written request to the Committee for review of its initial decision. Within forty-five (45) days
following such request for review, the Committee shall, after affording such individual a
reasonable opportunity for a full and fair hearing, render its final decision in writing to such
individual. Notwithstanding the preceding sentence, should a Member’s claim be related to the
preceding Plan Year’s Company Matching Contributions, the Committee shall render its final decision
on the later of (i) forty-five (45) days following such request for review, or (ii) 120 days after
the end of the preceding Plan Year. No member of the Committee shall be liable to any person for
any action taken or omitted in connection with the interpretation and administration of the Plan
unless attributable to his own willful misconduct or lack of good faith. Members of the Committee
shall not participate in any action or determination regarding their own benefits hereunder.



ARTICLE XIV




Miscellaneous




     14.1 Indemnification. The Company shall indemnify and hold harmless each member of
the Committee and any other persons acting on its behalf, against any and all expenses and
liabilities arising out of his or her administrative functions or fiduciary responsibilities,
excepting only expenses and liabilities arising out of the individual’s own willful misconduct or
lack of good faith. Expenses against which such person shall be indemnified hereunder include,
without



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EXHIBIT A



limitation, the amounts of any settlement or judgment, costs, counsel fees and related charges
reasonably incurred in connection with a claim asserted or a proceeding brought or settlement
thereof.




     14.2 Effective Date. The Plan shall become operative and effective as of the
Effective Date and shall continue until amended or terminated as provided in Article XII.



     14.3 Withholding Taxes. The Company shall have the right to deduct from any payments
made under this Plan, any federal, state or local taxes required by law to be withheld with respect
to such payments.



     14.4 Nonalienation of Benefits. Subject to income tax withholding, benefits payable
under this Plan shall not be subject in any manner to anticipation, alienation, sale, transfer,
assignment, pledge, encumbrance, charge, garnishment, execution or levy of any kind, either
voluntary or involuntary, including any such liability which is for alimony or other payments for
the support of a spouse or former spouse, or for any other relative of the Member, prior to
actually being received; and any attempt to anticipate, alienate, sell, transfer, assign, pledge,
encumber, charge or otherwise dispose of any right to benefits payable hereunder shall be void.
The Company shall not in any manner be liable for, or subject to, the debts, contracts,
liabilities, engagements or torts of any person entitled to benefits hereunder.



     14.5 Severability. If any provision of the Plan shall be held illegal or invalid for
any reason, said illegality or invalidity shall not affect the remaining provisions hereof; rather,
each provision shall be fully severable and the Plan shall be construed and enforced as if said
illegal or invalid provision had never been included herein.



     14.6 Jurisdiction. The situs of the Plan hereby created is Tennessee. All provisions
of the Plan shall be construed in accordance with the laws of Tennessee except to the extent
preempted by federal law.



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