EX-10.14














Exhibit 10.14




SUPPLEMENTAL




EXECUTIVE




BENEFITS




(Effective as of December 31, 2008)









 









 





INTRODUCTION



This document outlines the supplemental benefits for eligible executive employees of affiliates of
Community Health Systems, Inc. (“Employer” or the “Company”), including the hospital companies that
are consolidated with the Company. Benefits are provided by the entity that employs the particular
eligible executive (the “Employer”), provided, however, certain benefits are provided through group
plans sponsored by Employer/Community Health Systems, Inc. The benefits described in this document
substitute in their entirety the benefit categories below that were previously provided by the
Supplemental Survivor and Accumulation Plan.1





	•	 	Survivor Benefits
	 
	•	 	Post-Termination Benefits
	 
	•	 	Severance Benefits




Plan benefit categories are based upon your position with an affiliate of the Company. The
following benefit categories are referenced throughout this summary:





			
	     Executive	 	Corporate Vice Presidents and Above






			
	     Group l	 	Vice Presidents (non-officer)

Corporate Management Grades 7-9

Facility Chief Executive Officers






			
	     Group 2	 	Corporate Management Grades 4-6

Facility Assistant Chief Executive Officers

Facility Chief Financial Officers

Facility Chief Nursing Officers




Benefit category determination is the exclusive right of the Employer its sole discretion.



As used in this document, “Cause” means gross neglect of duties, which gross neglect continues more
than 30 days after receiving written notice from the chief executive officer of the Company, its
board of directors, or other officers of the Company or Employer of the actions or inactions
constituting gross neglect; insubordination; intentional misconduct or deliberate disruption of the
workplace and working environment; conviction of a felony; dishonesty, embezzlement, theft, or
fraud committed in connection with employment resulting in substantial financial harm to the
Company; the issuance of any final order for your removal as an employee or representative of the
Company or Employer by any state or federal regulatory agency; and your material breach of any duty
owed to the Company or Employer, including without limitation the duty of loyalty. “Cause” shall
not include ordinary negligence or failure to act, whether due to an error in judgment or
otherwise, if you have exercised substantial efforts in good faith to perform the duties reasonably
assigned or appropriate to your position.






 




			
	1	 	The retirement benefits that were provided under the
now terminated Supplemental Survivor and Accumulation Plan were discontinued in
2002 and were provided for separately.




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SURVIVOR BENEFITS



Survivor benefits are life insurance proceeds intended to provide cash to your beneficiary(ies) in
the event of your death. These Survivor Benefits are provided through group-term life insurance or
a combination of group-term life insurance and individually-owned life insurance policies, as
determined by the plan sponsor.




     Amount of Benefit.



	 	 	 
	     Executive

	 	4X Base Salary
	 
	 	 
	     Group 1

	 	3X Base Salary
	 
	 	 
	     Group 2

	 	2X Base Salary





Your survivor benefits may be subject to the terms of any Benefit Exchange Agreement entered into
between you and the Company.




POST-TERMINATION BENEFITS



Post-termination benefits are generally designed to provide supplemental retirement benefits. They
are provided through contributions to a combination of one or more of the following:





	 	•	 	the Employer/Community Health Systems, Inc. Deferred Compensation Plan (Vice President
(non-officer) and above);
	 
	 	•	 	the Community Health Systems, Inc. Supplemental Executive Retirement Plan (Corporate
Vice Presidents and above);
	 
	 	•	 	matching contributions under the Community Health Systems, Inc. 401(k) Plan; and
	 
	 	•	 	any other non-qualified retirement plan of the Company or any affiliate.




You should refer to the underlying policies and/or plan documents relating to these benefits to
learn more about eligibility and your right to post-termination benefits under these policies and
plans. Certain post-termination benefits are also subject to the terms of any Benefit Exchange
Agreement entered into between you and the Company.




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SEVERANCE BENEFITS




Payout upon Termination (Salary and Vacation Time).



In the event you are terminated from your employment by your Employer, without Cause, severance
benefits of a multiple of your then base monthly salary will be paid to you based upon your
position, as shown in the schedule below:




	 	 	 
	Benefits Category	 	Severance Multiple
	President

	 	24 months
	Executive Vice President

	 	24 months
	Senior Vice President

	 	12 months
	Corporate Vice President

	 	12 months
	Vice President (non-officer)

	 	9 months
	Group 1

	 	6 months
	Group 2

	 	3 months





The vacation time payout for Corporate Vice Presidents and above (for whom no accruals are
maintained) shall be based upon a reasonable estimate of the vacation time taken during the twelve
month period preceding the date of termination.



Additional Payments (to be made no later than March 15th of the year following
termination)



In addition, if your employment is terminated without Cause, you will receive and additional amount
of severance pay determined as follows:





All Levels: the Employer shall pay the Executive, at the same time that the Employer makes
annual bonus payments under the 2004 Employee Performance Incentive Plan (or any replacement
or successor plan providing for similar benefits, collectively the “Incentive Plan”) to
other senior executives, a pro rata portion of the annual bonus that would have been paid
to the Executive under the Incentive Plan in respect of the year in which the termination
date occurred had the Executive remained employed through the applicable payment date under
the Incentive Plan, calculated by multiplying such amount by a fraction, the numerator of
which is the number of days in the year though the termination date and the denominator of
which is 365.



Termination within First 12 Months of Employment



If your employment is terminated without Cause before completing 12 full months of employment, you
will only receive one-half of the salary benefits provided for above and none of the bonus benefit.
Severance payments will be in the form of a lump sum payment or salary continuation, as determined
by Employer, and subject to withholdings and other deductions as described below.




COBRA Payment Limitation



In addition to the severance benefits described above, terminated employees who elect continuation
health coverage under COBRA will be required to pay only the equivalent of the


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active employee premium for this coverage for a period of time equal the time period applicable to
such employee based on the above chart, subject to the eligibility provisions of COBRA coverage.




Release.



As a condition of providing any payments and/or benefits described above, you will be required to
execute a comprehensive full and final release agreement satisfactory to the Company and
substantially in the form attached as Attachment 2, as amended from time to time.




Stock Options.



The respective Plans and Stock Option Agreements under which they were granted govern any stock
options and any capitalized terms used in this section. Generally, all vesting will cease on your
date of termination of employment, without regard to the reason, provided, however, if you are
terminated for Cause, all options are forfeited. If your employment is terminated without Cause,
you will have an additional 90 days from the date of termination of employment to exercise your
vested stock options.



Restricted Stock Awards.



The respective Plans and Restricted Stock Award Agreements under which they were granted govern any
awards of restricted stock and any capitalized terms used in this section. Upon any termination by
you, your restricted stock awards that have not already lapsed will be forfeited. Generally, for
awards granted after January 1, 2009, upon a termination by your employer that is without Cause,
the award will not be forfeited. Subject to the following sentence, upon termination by your
employer without Cause, or upon death or disability the award will accelerate and the restrictions
will immediately lapse. Notwithstanding the foregoing, in the event the date of termination is
prior to either (a) the first anniversary date of the award or (b) prior to the attainment of any
performance objective required under any performance based restricted stock award, then the award
will not lapse until both (a) and (b), if applicable, have been attained, and if attained, then all
restrictions on the entire award shall lapse.





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Attachment 1




RELEASE OF CLAIMS AGREEMENT




     In consideration of the severance benefits to be paid by Employer, an affiliate of
Employer/Community Health Systems, Inc. (“Employer”), to the undersigned employee (“Employee”),
Employer and the Employee agree and enter into this Release of Claims Agreement (“Agreement”) as
follows:



     1. Termination of Employment. The Employee acknowledges that the Employee’s
employment with Employer is terminated on and as of date of termination specified at the end of
this Agreement. The Employee further acknowledges that the Employee has no right of, nor will the
Employee seek, recall, rehire, or reinstatement of employment with Employer, its parent company,
its subsidiaries, or its affiliates.



     2. Severance Pay. Employer will pay the Employee severance pay in the gross amount of
$___, based on ___months of salary [and additional amount, if applicable], subject to
withholding for income taxes and deductions for employment taxes, in accordance with the
CHS/Community Health Systems, Inc. Supplemental Benefit Plan (“Plan”). Employer may offset from
the payment of severance pay the cost of any Employer property that Employer has agreed to sell to
the Employee.



     3. Medical Benefits. Provided the Employee properly elects continuation coverage
pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1986 (“COBRA”), Employer agrees
it will pay for the cost of such continuation coverage for the Employee (and, to the extent such
coverage is provided by Employer at the time of termination, the Employee’s current eligible spouse
and other current eligible dependents, if any), as provided below, under Employer’s group health
plan in accordance with the provisions of such plan through the later of the date specified at the
end of this Agreement or the date the Employee becomes covered under a subsequent employer’s group
health plan. However, the Employee shall pay the amount of monthly premium payment regularly paid
by a then-current regular employee of Employer for such coverage, and Employer will pay only the
difference between the COBRA premium payment and the portion of the premium paid by the Employee
through the later of the date specified at the end of this Agreement or the date the Employee
becomes covered under a subsequent employer’s group health plan.



     4. Consideration. The Employee hereby acknowledges that the consideration for
entering into this Agreement is the above-stated severance pay and benefits contained in Sections 2
and 3. The Employee further acknowledges that the Employee has been paid all monies owed to and/or
earned by the Employee based upon the Employee’s employment with Employer, its parent company, its
subsidiaries, or affiliates, including but not limited to wages, bonuses, and vacation pay.



     5. Release. The Employee, on the Employee’s own behalf and on behalf of the
Employee’s heirs, executors, administrators, personal representatives, successors, assigns, agents,
servants, and attorneys, whether past, present, or future (collectively, the “Releasing Parties”),
releases and forever discharges Community Health Systems, Inc., its subsidiaries, affiliates,
successors, assigns, agents, servants, representatives, shareholders, owners, members,






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directors, officers, and employees, whether past, present, or future, including without
limitation, Employer (collectively, the “Released Parties”), from any and all claims, causes of
action, liabilities, covenants, agreements, obligations, damages, and/or demands of every nature,
character, and description, without limitation in law, equity, or otherwise, that the Employee had,
has, or may now have, whether known or unknown, whether vicarious, derivative, direct, or indirect
(collectively, the “Released Claims”), including, but not limited to, (i) any claims under the Age
Discrimination in Employment Act, Title VII of the Civil Rights Act of 1964, the Fair Labor
Standards Act, the Equal Pay Act, the Employment Retirement Income Security Act, the Family and
Medical Leave Act, the Americans with Disabilities Act, the Tennessee Human Rights Act, and any
other federal, state or local laws, (ii) any claims for wrongful discharge or wrongful termination,
defamation, breach of contract, breach of any implied duty or covenant of good faith and fair
dealing, retaliation, infliction of emotional distress, or any other right or claim arising out of
or related in any way to the Employee’s employment with Employer or any of its subsidiaries or
affiliates and/or the termination of the Employee’s employment with Employer or any of its
subsidiaries or affiliates, (iii) any claims for damages (actual, compensatory, punitive, or
otherwise and however characterized), back wages, future wages, commission payments, bonuses,
reinstatement, vacation leave or paid time off benefits (whether accrued, credited, and/or earned),
past and future employee benefits (except to which there is vested entitlement by law), penalties,
equitable relief, and any and all other loss, expense, or detriment of whatever kind arising out of
or related in any way to the Employee’s employment with Employer or any of its subsidiaries or
affiliates and/or the termination of the Employee’s employment with Employer or any of its
subsidiaries or affiliates; and (iv) any claims for attorneys’ fees, costs, or expenses; provided,
however, that the foregoing Released Claims shall not include a claim for the payment or provision
of the severance benefits as provided in Section 2 or the COBRA premium payments provided for in
Section 3.



     6. Covenant Not to Sue and Indemnification. The Employee hereby specifically
covenants and agrees that the Employee shall not initiate, or cause to be initiated, a lawsuit
against Employer or any of the other Released Parties in the future asserting any Released Claims.
Except as prohibited by law, the Employee further agrees to indemnify Employer and all other
Released Parties for (i) any sum of money that any of them may hereafter be compelled to pay the
Employee or any other Releasing Parties, and (ii) any of Employer’s or other Released Parties’
legal fees, costs, and expenses associated therewith, on account of the Employee bringing or
allowing to be brought on the Employee’s behalf any legal action based directly or indirectly upon
the Released Claims.



     7. Consideration and Revocation Period. The Employee has been advised by Employer of
the Employee’s right to seek legal counsel. The Employee also acknowledges that the Employee has a
period of up to 21 days in which to consider entering into this Agreement, and, as evidenced by the
Employee’s signature here below, acknowledges that the Employee has had the opportunity to read and
review this Agreement and seek legal advice and now, freely and voluntarily, without coercion,
agrees to and understands the significance and consequences of its terms. The Employee further
acknowledges that, following the date of execution of this Agreement, the Employee has a period of
7 days within which to revoke the Employee’s acceptance of the Agreement, in which case this
Agreement shall be null and void, the Employee will be contractually obligated to repay any
payments or other consideration paid to the Employee by Employer under this Agreement, and Employer
will have a right of restitution,



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recoupment, and setoff to recover such payments. The Employee understands that, should the
Employee not exercise the Employee’s right to revoke this Agreement within 7 days of the date of
execution, this Agreement shall be held in full force and effect and each party shall be obligated
to comply with its requirements. The parties agree that any changes made to this Agreement
(material or immaterial) will not start the 21-day period referenced above to run again or
otherwise require a new 21-day period for consideration by the Employee.



     8. Nondisparagement. The Employee agrees that the Employee shall refrain from
engaging in any conduct, verbal or otherwise, that would disparage or harm the reputation of
Employer or any of the other Released Parties. Such conduct shall include, but not be limited to,
any negative statements made orally or in writing by the Employee about Employer or any of the
other Released Parties.



     9. Confidentiality of the Agreement. The Employee further agrees that all terms of
this Agreement are to be kept confidential and that the Employee will not discuss or disclose the
details or terms of this Agreement to any other individual, including but not limited to present or
former employees of Employer or any of the other Released Parties, with the exception of the
Employee’s attorney, spouse, accountant, or other tax adviser, provided such persons agree to
maintain the confidentiality of this Agreement.



     10. Property and Confidential Information. The Employee agrees that the Employee has
returned, or promptly hereafter (but in no event later than three (3) days from the date of
termination of employment) will return, to Employer any and all property of Employer or any of the
other Released Parties including any and all originals and/or copies of business documents in
whatever form including electronic form. The Employee represents that the Employee has taken no
action to alter or destroy improperly any such property and agrees not to take any such action
directly or indirectly in the future. The Employee further agrees that the Employee will not
directly or indirectly disclose to anyone, or use for the Employee’s own benefit or the benefit of
anyone other than Employer, any “confidential information” that the Employee has received through
the Employee’s employment with Employer. Confidential information shall include, but not be
limited to, Employer’s business plans and files; hospital management information; and any other
related information of Employer or any of the other Released Parties. The Employee further agrees
that, in the event it appears that the Employee will be compelled by law or judicial process to
disclose any such confidential information to avoid potential liability, the Employee will notify
Employer in writing immediately upon the Employee’s receipt of a subpoena or other legal process.



     11. No Admission of Liability. The Employee agrees and acknowledges that this
Agreement does not constitute any admission by Employer or any of the other Released Parties of any
liability or of any violation of any federal or state laws or regulations prohibiting employment
discrimination, retaliation, breach of contract, wrongful discharge, wrongful termination, or any
other statutory or common law rights or provisions.



     12. References. The Employee understands that Employer will provide in response to
inquiries from prospective employers only the Employee’s dates of employment with Employer, job
titles while employed by Employer, and final salary (with written authorization) while employed by
Employer, and the Employee agrees to advise all prospective employers that any



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requests for information concerning employment with Employer should be directed only to the
Human Resources Department in Franklin, Tennessee.




     13. Compliance Disclosure. In connection with the termination of the Employee’s
employment, and pursuant to the CHS Compliance Program and the Code of Conduct, the Employee hereby
represents and warrants to Employer and the other Released Parties that the Employee has at all
times during the Employee’s employment complied with the CHS Compliance Program and the Code of
Conduct, and that the Employee has disclosed in writing to the CHS Corporate Compliance Officer any
and all instances of known or suspected violations of laws, rules, regulations, or corporate policy
by any of the Released Parties. Further, the Employee represents and warrants that the Employee
has not brought and has no intention to bring any whistleblower or similar lawsuits (which terms
shall include, but not be limited to, a qui tam action under the Federal False Claims Act or any
similar laws), claims, or disclosures to any governmental agency that would subject any of the
Released Parties to any liability as a result of any violations of any laws, rules, or regulations
and that the Employee knows of no facts that would give rise to any such whistleblower or similar
lawsuits, claims, or disclosures to any governmental agency. In the event the representations and
warranties contained herein become inaccurate or untrue after the date hereof, the Employee agrees
that the Employee will notify the CHS Corporate Compliance Officer, in writing, of the necessary
corrections to make the representations and warranties accurate and true, prior to initiating any
whistleblower or similar lawsuits, claims, or disclosures to any governmental agency. The Employee
also agrees to indemnify against and hold Employer and the other Released Parties harmless from any
loss, cost, damage, or penalty incurred by Employer or any other Released Parties as a result of
any inaccuracy in or breach of the representations, warranties, or agreements contained herein.



     14. Miscellaneous Provisions.



          (a) This Agreement is executed and delivered within the State of Tennessee, and the rights,
duties, and obligations of the parties hereunder shall be construed and enforced in accordance with
the laws of the State of Tennessee, except to the extent preempted by the Employee Retirement
Income Security Act of 1974, and without the benefit of any rule of construction under which a
contract may be construed against the drafter. Venue for any lawsuit arising out of or related to
this Agreement will lie in Williamson County.




          (b) This writing together with the Plan represents the entire agreement and understanding of
the parties with respect to the subject matter hereof and supersedes all prior agreements and
understandings of the parties in connection therewith; it may not be altered or amended except by
mutual agreement evidenced by a writing signed by both parties and specifically identified as an
amendment to this Agreement.




          (c) Except as specifically provided above, this Agreement shall be binding upon and inure to
the benefit of the parties hereto and their respective heirs, executors, administrators, personal
representatives, successors, and assigns.




          (d) If any provision or part of any provision of this Agreement is deemed to be unenforceable
in whole by any court of competent jurisdiction, except Section 5, then the parties agree that such
provision shall be severed from the Agreement and the remainder of the Agreement shall remain in
full force and effect. The parties further agree that, to the extent a





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court of competent jurisdiction deems any provision of this Agreement unenforceable in part,
such court shall have the power to modify the terms of the Agreement by adding, deleting, or
changing in its discretion any language necessary to make such provision enforceable to the maximum
extent permitted by law, and the parties expressly agree to be bound by any such provision as
reformed by the court. Furthermore, if the release provided for under Section 5 of this Agreement
is deemed to be void or otherwise unenforceable by any court of competent jurisdiction, then the
Employee will be contractually obligated to repay immediately any severance payments and benefits
paid to the Employee by Employer under this Agreement, and Employer will have a right of
restitution, recoupment, and setoff against the Employee for the recovery of such payments and
benefits.




	 	 	 	 	 
	Date of Termination:
	 	 	 	 
	 

	 	 

	 	 






	 	 	 	 	 
	EMPLOYER

	 	 	 	.:
	 

	 	 

	 	 






	 	 	 	 	 
	By:
	 	 	 	 
	Name:

	 	 

	 	 
	Title:

	 	 

	 	 
	 

	 	 

	 	 






	 	 	 	 	 	 	 
	 	 	Benefit Payments Guaranteed by:	 	 
	 	 	CHS/COMMUNITY HEALTH SYSTEMS, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:
	 	 

	 	 
	 

	 	 	 	 

	 	 






EMPLOYEE:




	 	 	 	 	 
	Employee’s Signature:
	 	 	 	 
	 

	 	 

	 	 






	 	 	 	 	 
	Employee’s Full Name:
	 	 	 	 
	 

	 	 

	 	 






	 	 	 	 	 
	Date Signed:
	 	 	 	 
	 

	 	 

	 	 






	 	 	 	 	 
	Witness’ Signature:
	 	 	 	 
	 

	 	 

	 	 






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