hereunder. The Executive shall not engage in any other business activity or serve inany industry, trade, professional, governmental or academic position during the term of thisAgreement, except as may be expressly approved in advance by the Chief Executive Officer inwriting. Notwithstanding the preceding, the Executive may, without being in violation ofthe Executive’s obligations hereunder, (i) serve on corporate, civic or charitable boards,or committees which are not engaged in business competition with the Company, and (ii)invest the Executive’s personal assets in such form or manner as will not require anymaterial services by the Executive in the operation of the entities in which suchinvestments are made, provided the Executive shall use the Executive’s best efforts topursue such activities in such a manner so that such activities shall not prevent theExecutive from fulfilling the Executive’s obligations to the Company hereunder.     4. Compensation and Benefits. During the term of Executive’s employment hereunder ascompensation for all services performed by the Executive:     (a) Base Salary. The Company shall pay the Executive an initial base salary ofThree Hundred Twenty-Five Thousand Dollars ($325,000) per year, payable in accordance withthe payroll practices of the Company for its executives and subject to increase from time totime by the Chief Executive Officer, in his sole discretion. Such base salary, as from timeto time increased, is hereafter referred to as the “Base Salary.” In the event theterm of this Agreement is extended as provided for in Section 2 above, Executive’s BaseSalary for any such extended period shall not be less than that earned by Executive duringthe immediately preceding year.     (b) Bonus. Except as otherwise specifically provided for in this Agreement,during the term of this Agreement, the Company may pay to the Executive such bonus payments,if any, as may be determined by the Company’s Board of Directors (the “Board”) inits sole discretion, based upon the Executive’s performance and other criteria as may beestablished by the Board from time to time. Notwithstanding the foregoing, Executive isguaranteed a minimum bonus in March of each of 2010, 2011 and 2012 of an amount necessary topay any amounts due in April of such years under that certain Promissory Note between theExecutive and USP Texas, L.P. (the “Promissory Note”).     (c) Vacations. The Executive shall be entitled to vacation days as determinedin accordance with the Company’s vacation policy as in effect from time to time, but in nocase less than twenty-five (25) days per calendar year. For purposes of this Section 4(c),weekends shall not count as vacation days and Executive shall also be entitled to all paidholidays given by the Company to its senior executive officers. Vacation shall otherwise begoverned by the policies of the Company, as in effect from time to time.     (d) Other Benefits. Subject to any contribution therefor generally required ofexecutives of the Company, the Executive shall be entitled to participate in any and allemployee benefit plans from time to time in effect for executives of the Company generally,except to the extent such plans are in a category of benefit specifically otherwise providedto the Executive under this Agreement (*e.g*., severance pay, pursuant to Section 6(d)). Suchparticipation shall be subject to the terms of the applicable plan
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documents and generallyapplicable Company policies. The Board may alter, modify,add to or delete employee benefit plans at any time as it, in its sole judgment,determines to be appropriate. Without charge to the Executive, the Company shall insureExecutive under its directors’ and officers’ insurance coverage and all other policiescovering executives in a similar position. In the event Executive makes an election tomaintain his and his family’s health insurance coverage with Executive’s current insuranceplan until such time as Executive and his family become eligible for the Company’s healthinsurance plan, then the Company shall reimburse Executive for all insurance premiums paidby him in order to continue such insurance coverage. The Company recognizes that for the2009 calendar year, because Executive will be changing employment, Executive will not beable to make the maximum contribution to the Company’s 401(k) plan (because Executive hasalready made contributions to AmeriPath’s 401(k) plan). Therefore, notwithstanding the factthat Executive will not be permitted to make such maximum contribution, to the extentExecutive is eligible to participate in the Company’s deferred compensation plan (the“DCP”) for 2009, the Company agrees to match Executive’s contribution to the DCP asif Executive had made the maximum annual contribution allowed by the Company’s 401(k) plan.Promptly following the execution of this Agreement, the Company shall cause USPI GroupHoldings, Inc., a Delaware corporation and the ultimate parent of the Company(“USPIGH”), to issue to Executive 500,000 shares of restricted stock in USPIGH.     (e) Business Expenses. The Company shall pay or reimburse the Executive forall reasonable and necessary business expenses incurred or paid by the Executive in theperformance of his duties and responsibilities hereunder, subject to any maximum annuallimit or other restrictions on such expenses set by the Board and to such reasonablesubstantiation and documentation as may be specified by the Company from time to time.     5. Termination of Employment. The Executive’s employment hereunder shall terminateunder the following circumstances:     (a) Death. In the event of the Executive’s death during the term ofExecutive’s employment hereunder, the Executive’s employment shall immediately andautomatically terminate.     (b) Disability. The Company may terminate the Executive’s employmenthereunder, upon notice to the Executive, in the event that the Executive becomes (i)disabled during his employment hereunder through any illness, injury, accident or conditionof either a physical or psychological nature and (ii) as a result of such illness, injury,accident or condition, is unable to satisfactorily perform his duties and responsibilitieshereunder on a full-time basis, with or without reasonable accommodation, for ninety (90)days during any period of three hundred and sixty-five (365) consecutive calendar days. Ifany question shall arise as to whether during any period the Executive is disabled throughany illness, injury, accident or condition of either a physical or psychological nature soas to be unable to perform substantially all of his duties and responsibilities hereunder,the Executive, at the request of the Company, shall submit to a medical examination by aphysician selected by the Company to
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determine whether the Executive is so disabled and suchdetermination shall for thepurposes of this Agreement be conclusive of the issue. If such question shall ariseand the Executive shall fail to submit to such medical examination, the Company’sdetermination of the issue shall be binding on the Executive.     (c) By the Company for Cause. The Company may terminate the Executive’semployment hereunder for Cause at any time upon notice to the Executive setting forth thenature of such Cause. The following shall constitute “Cause” for termination (ineach case as determined by not less than seventy-five percent (75%) of the members of theBoard): (i) the Executive’s indictment for a felony or other crime involving moralturpitude; (ii) the Executive’s fraud, theft or embezzlement committed with respect to theCompany or its Subsidiaries; (iii) material breach by the Executive of any of the provisionsof Sections 7, 8 and/or 9 hereof; or (iv) the Executive’s willful and continued failure toperform his material duties to the Company and its Subsidiaries. However, in the event theCompany intends to terminate Executive’s employment pursuant to subsection (iii) above,Company will first give Executive written notice of any alleged conduct which would giverise to the Company’s right to terminate Executive’s employment pursuant to that subsectionand Executive shall have thirty (30) days to cease such conduct. If Executive ceases suchconduct within the permitted time, the Company shall not be allowed to terminate Executive’semployment for Cause pursuant to this section.     (d) By the Company Other than for Cause. The Company may terminate theExecutive’s employment hereunder other than for Cause at any time upon written notice to theExecutive.     (e) By the Executive for Good Reason. At his option, Executive may terminatehis employment hereunder for Good Reason. For purposes of this Agreement, the terminationof Executive’s employment hereunder by Executive because of the occurrence of any one ormore of the following events shall be deemed to have occurred for “Good Reason”: (A) a material change in the nature or scope ofExecutive’s authorities, status, powers, functions, duties,responsibilities or reporting relationships that is determined byExecutive in good faith to be adverse or inferior to those existingbefore such change;  (B) any reduction in Executive’s Base Salary thatis not consented to or approved by Executive;  (C) a failure by the Company or any Subsidiary orAffiliate to comply with any material term or provision hereof or ofany other written agreement between Executive and the Company or anySubsidiary or Affiliate; or
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 (D) a refusal by the Executive upon a request bythe Company to report for the performance of his services hereunder ona regularor permanent basis at any location or office more than fifty (50)miles from the Company’s current address as described above in thepreamble to this Agreement.     (f) By the Executive Other than for Good Reason. The Executive may terminatehis employment hereunder other than for Good Reason pursuant to Section 5(e) above at anytime upon the provision of ninety (90) days written notice to the Company. In the event oftermination of the Executive pursuant to this Section 5(f), the Board may elect to waive theperiod of notice or any portion thereof.     6. Compensation Upon Termination.     (a) Death. In the event of a termination of the Executive’s employmenthereunder by reason of death as contemplated by Section 5(a), the Company shall pay in alump sum within 30 days of such termination to the Executive’s designated beneficiary or, ifno beneficiary has been designated by the Executive, to his estate, the Base Salary earnedbut not paid through the Termination Date and any amount due to Executive pursuant to thePromissory Note.     (b) Disability. In the event of any termination of Executive’s employmenthereunder by reason of disability as contemplated by Section 5(b), the Company shall pay tohim his Base Salary earned but not paid through the Termination Date and any amount due toExecutive pursuant to the Promissory Note. In addition, in the event Executive isterminated pursuant to Section 5(b), the Company shall not take any action to limitExecutive’s ability to continue to receive benefits under the Company’s long-term disabilityinsurance coverage.     (c) By the Company for Cause. In the event of any termination of Executive’semployment hereunder by the Company for Cause as contemplated by Section 5(c), the Companyshall have no further obligations to the Executive under this Agreement other than paymentof Base Salary through the Termination Date.     (d) By the Company Other than for Cause or Upon Failure to Renew; By the Executivefor Good Reason. In the event of any termination of Executive’s employment hereunder bythe Company other than for Cause pursuant to Section 5(d) or pursuant to Section 2 followingnotice that the Company does not wish to extend this Agreement for an additional one yearperiod, or by the Executive for Good Reason pursuant to Section 5(e), the Company shall (i)continue to pay the Executive the Base Salary at the rate in effect on the date notice oftermination is given through the end of the Initial Term, or continue to pay such BaseSalary for twelve (12) months if the Termination Date occurs less than twelve (12) monthsbefore the end of the Initial Term or after the end of the Initial Term, (ii) continue theExecutive’s and the Executive’s family’s health insurance benefits (at a cost to Executiveno less favorable than that paid by the Executive immediately prior to the Termination Date)or pay Executive the economic equivalent thereof if such continuation is not permissibleunder the terms of the
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Company’s health insurance plan through the end of the Initial Term,or for twelve (12) months following the Termination Date if the Termination Date occurs lessthan twelve (12) months beforethe end of the Initial Term or after the end of the Initial Term, and (iii) pay to theExecutive a good faith estimate of the bonus compensation the Executive would have receivedhad the Executive remained employed by the Company through the end of the Initial Term, orthrough the date which is twelve (12) months after the Termination Date if the TerminationDate occurs less than twelve (12) months before the end of the Initial Term or after the endof the Initial Term, as determined by the Company in its sole and absolute discretion(subject to the second sentence in Section 4(b)); provided, however, that ifa termination described in this Section 6(d) occurs during the Initial Term, the “good faithestimate” of the bonus compensation payable to Executive pursuant to this Section 6(d)(iii)shall be an amount equal to at least fifty percent (50%) of Executive’s Base Salary ineffect on the date notice of termination is given for each bonus remaining to be paid toExecutive during the Initial Term. Any such estimated bonus compensation shall be payableat such time or times as bonuses are payable to the other executives of the Company. Anyobligation of the Company to the Executive pursuant to this Section 6(d) is conditioned upon(i) the Executive signing a release of claims in the form appended hereto as AttachmentA (the “Employee Release”) within twenty-one (21) days (or such greater periodas the Company may specify) following the Termination Date and upon the Executive’s notrevoking the Employee Release in a timely manner thereafter and (ii) the Executive’scontinued full performance of his obligations under Sections 7, 8 and/or 9 hereof. BaseSalary to which the Executive is entitled under this Section 6(d) shall be payable inaccordance with the normal payroll practices of the Company and will begin at the Company’snext regular payroll period which is at least five business days following the effectivedate of the Employee Release, but shall be retroactive to the next day following theTermination Date.     (e) By the Executive Other than for Good Reason. If the Executive shallterminate his employment pursuant to Section 5(f), the Company shall continue to payExecutive his Base Salary through the Termination Date (it being understood that if, inaccordance with Section 5(f), the Board elects to waive the period of notice, or any portionthereof, the payment of Base Salary under this Section 6(e) shall continue through thenotice period or any portion thereof so waived).     7. Restricted Activities. The Executive agrees that some restrictions on hisactivities during and after his employment are necessary to protect the goodwill, ConfidentialInformation (as defined in Section 13) and other legitimate interests of the Company and itsSubsidiaries:     (a) While the Executive is employed by the Company and for one (1) year from the laterof the Termination Date or the last date on which the Executive receives a severance paymentfrom the Company as provided for in Section 6(d) (in the aggregate, the “Non-CompetitionPeriod”), the Executive shall not, directly or indirectly, whether as owner, partner,investor, consultant, agent, employee, co-venturer or otherwise (other than throughownership of publicly-traded capital stock of a corporation which represents less than onepercent (1%) of the outstanding capital stock of such corporation), (i) compete with theCompany or any Subsidiary in any business activities, in the United States or in any othercountry, which the Company or any Subsidiary shall
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conduct or intend to conduct as of theTermination Date, or (ii) undertake any planning for any business competitive with theCompany or any of its Subsidiaries. Specifically,but without limiting the foregoing, the Executive agrees not to engage in any manner inany activity that is directly or indirectly competitive or potentially competitive with thebusiness of the Company or any of its Subsidiaries as conducted or under consideration atany time during the Executive’s employment with the Company or any of its subsidiaries(including prior to the date hereof).     (b) The Executive agrees that, during his employment with the Company, he will notundertake any outside activity, whether or not competitive with the business of the Companyor its Subsidiaries, that could reasonably give rise to a conflict of interest or otherwiseinterfere with his duties and obligations to the Company or any of its Subsidiaries.     (c) The Executive further agrees that while he is employed by the Company and duringthe Non-Competition Period, the Executive will not, directly or indirectly, (i) hire orattempt to hire any employee of the Company or any of its Subsidiaries or anyone who wassuch an employee within the six (6) months preceding such hire or attempt to hire, (ii) hireor attempt to hire any independent contractor providing services to the Company or any ofits Subsidiaries or anyone who was such an independent contractor within six (6) monthspreceding such hire or attempt to hire, (iii) assist in hiring or any attempt to hire ofanyone identified in clauses (i) or (ii) of this sentence by any other Person (as defined inSection 13), (iv) encourage any employee or independent contractor of the Company or any ofits Subsidiaries to terminate his relationship with the Company or any of its Subsidiaries,or (v) solicit or encourage any customer or vendor of the Company or any of its Subsidiaries(including physicians holding clinical privileges at any surgical facility in which theCompany has a direct or indirect ownership interest or with which a Subsidiary has amanagement agreement) to terminate or diminish its relationship with any of them, or, in thecase of a customer, to conduct with any Person any business or activity which such customerconducts or could conduct with the Company or any of its Subsidiaries.     8. Confidential Information.     (a) The Executive acknowledges that the Company and its Subsidiaries continuallydevelop Confidential Information, that the Executive may in the future develop ConfidentialInformation for the Company or its Subsidiaries and that the Executive may in the futurelearn of Confidential Information during the course of employment with the Company. TheExecutive will comply with the policies and procedures of the Company and its Subsidiariesfor protecting Confidential Information and shall never use or disclose to any Person(except as required by applicable law or for the proper performance of his duties andresponsibilities to the Company and its Subsidiaries), any Confidential Information obtainedby the Executive incident to his employment or other association with the Company or any ofits Subsidiaries. The Executive acknowledges that this restriction shall continue to applyafter his employment terminates, regardless of the reason for such termination.
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     (b) All documents, records, tapes and other media of every kind and descriptionrelating to the business, present or otherwise, of the Company or itsSubsidiaries and any copies, in whole or in part, thereof (the “Documents”),whether or not prepared by the Executive, shall be the sole and exclusive property of theCompany and its Subsidiaries. The Executive shall safeguard all Documents and shallsurrender to the Company at the time his employment terminates, or at such earlier time ortimes as the Board or its designee may specify, all Documents then in the Executive’spossession or control.     9. Assignment of Rights to Intellectual Property. The Executive shall promptly andfully disclose all Intellectual Property (as defined in Section 13) to the Company. The Executivehereby assigns and agrees to assign to the Company (or as otherwise directed by the Company) theExecutive’s full right, title and interest in and to all Intellectual Property. The Executiveagrees to execute any and all applications for domestic and foreign patents, copyrights or otherproprietary rights and to do such other acts (including without limitation the execution anddelivery of instruments of further assurance or confirmation) requested by the Company to assignthe Intellectual Property to the Company and to permit the Company to enforce any patents,copyrights or other proprietary rights to the Intellectual Property. The Executive will not chargethe Company for time spent in complying with these obligations. All copyrightable works that theExecutive creates in the course of his work for the Company shall be considered “work made forhire.”     10. Enforcement of Covenants. The Executive acknowledges that he has carefully readand considered all the terms and conditions of this Agreement, including the restraints imposedupon him pursuant to Sections 7, 8 and/or 9 hereof. The Executive agrees that said restraints arenecessary for the reasonable and proper protection of the Company and its Subsidiaries and thateach and every one of the restraints is reasonable in respect to subject matter, length of time andgeographic area. The Executive further acknowledges that, were he to breach any of the covenantscontained in Sections 7, 8 and/or 9 hereof, the damage to the Company would be irreparable. TheExecutive therefore agrees that the Company, in addition to any other remedies available to it,shall be entitled to preliminary and permanent injunctive relief against any breach or threatenedbreach by the Executive of any of said covenants, without having to post bond. The parties furtheragree that, in the event that any provision of Sections 7, 8 and/or 9 hereof shall be determined byany court of competent jurisdiction to be unenforceable by reason of its being extended over toogreat a time, too large a geographic area or too great a range of activities, such provision shallbe deemed to be modified to permit its enforcement to the maximum extent permitted by law.     11. Conflicting Agreements. The Executive hereby represents and warrants that theexecution of this Agreement and the performance of his obligations hereunder will not breach or bein conflict with any other agreement to which the Executive is a party or is bound and that exceptas described below, the Executive is not now subject to any covenants against competition orsimilar covenants or any court order or other legal obligation that would affect the performance ofhis obligations hereunder. The Executive will not disclose to or use on behalf of the Company anyproprietary information of a third party without such party’s consent. Notwithstanding theforegoing, Executive is currently subject to various agreements with AmeriPath and relatedcompanies that Executive has provided to the Company. Executive and
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the Company believe thatExecutive will not be violating any of those agreements in connection with his employment with theCompany. However, in the event that AmeriPath or any of itsaffiliated, related or parent companies initiate litigation or arbitration against Executiveand allege that Executive has violated the restrictive covenants contained in those agreements, theCompany will not consider those allegations or any finding which may be made in any such litigationor arbitration to be a breach by Executive of this Agreement.     12. Definitions. Words or phrases which are initially capitalized or are withinquotation marks shall have the meanings provided in this Section 12 and as provided elsewhereherein. For purposes of this Agreement, the following definitions apply:     (a) “Affiliate” means, with respect to the Company or any other specifiedPerson, any other Person directly or indirectly controlling, controlled by or under commoncontrol with the Company or such other specified Person, where control may be by managementauthority, equity interest or other means.     (b) “Confidential Information” means any and all information of the Company andits Subsidiaries that is not generally known by others with whom they compete or dobusiness, or with whom they plan to compete or do business and any and all informationwhich, if disclosed by the Company or its Subsidiaries, would assist in competition againstthem. Confidential Information includes without limitation such information relating to (i)the development, research, testing, manufacturing, marketing and financial activities of theCompany and its Subsidiaries, (ii) the Products, (iii) the costs, sources of supply,financial performance and strategic plans of the Company and its Subsidiaries, (iv) theidentity and special needs of the customers of the Company and its Subsidiaries and (v) thepeople and organizations with whom the Company and its Subsidiaries have businessrelationships and those relationships. Confidential Information also includes anyinformation that the Company or any of its Subsidiaries have received, or may receivehereafter, from others which was received by the Company or any of its Subsidiaries with anyunderstanding, express or implied, that the information would not be disclosed.     (c) “Initial Term” means the three-year period of time commencing on the dateafter the termination of Executive’s employment with AmeriPath and ending on the thirdanniversary of that date.     (d) “Intellectual Property” means inventions, discoveries, developments,methods, processes, compositions, works, concepts and ideas (whether or not patentable orcopyrightable or constituting trade secrets) conceived, made, created, developed or reducedto practice by the Executive (whether alone or with others and whether or not during normalbusiness hours or on or off the premises of the Company or any of its Subsidiaries) duringthe Executive’s employment with the Company or any of its Subsidiaries (including prior tothe Effective Date) that relate to either the Products or any prospective activity of theCompany or any of its Subsidiaries or that make use of Confidential Information or any ofthe equipment or facilities of the Company or any of its Subsidiaries.
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     (e) “Person” means an individual, a corporation, a limited liability company,an association, a partnership, an estate, a trust and any other entity or organization.     (f) “Products” mean all products planned, researched, developed, tested,manufactured, sold, licensed, leased or otherwise distributed or put into use by the Companyor any of its Subsidiaries, together with all services provided or planned by the Company orany of its Subsidiaries, during the Executive’s employment with the Company or any of itsSubsidiaries (including prior to the Effective Date).     (g) “Subsidiary” shall mean any Person of which the Company (or other specifiedPerson) shall, directly or indirectly, own beneficially or control the voting of at least amajority of the outstanding capital stock (or other shares of beneficial interest) entitledto vote generally or at least a majority of the partnership, membership, joint venture orsimilar interests, or in which the Company (or other specified Person) or a Subsidiarythereof shall be a general partner or joint venturer without limited liability.     13. Survival. The provisions of this Agreement shall survive following theTermination Date if so provided herein or desirable to accomplish the purposes of other survivingprovisions, including without limitation the provisions of Sections 4, 6, 7, 8 and 9 hereof.     14. Withholding. All payments made by the Company under this Agreement shall bereduced by any tax or other amounts required to be withheld by the Company under applicable law.     15. Attorneys’ Fees. In the event that either party to this Agreement asserts a claimor initiates litigation to enforce their rights or alleged rights under the terms of thisAgreement, the prevailing party in any such litigation (or other dispute resolution procedure)shall be entitled to recover as costs in said litigation (or other dispute resolution procedure)all attorneys’ fees, costs and expenses, including expert witness fees, incurred by such prevailingparty in the course of the parties’ dispute.     16. Assignment. Neither the Company nor the Executive may make any assignment of thisAgreement or any interest herein, by operation of law or otherwise, without the prior writtenconsent of the other; provided, however, that the Company may assign its rights andobligations under this Agreement without the consent of the Executive in the event that the Companyshall hereafter effect a reorganization, consolidation or merger or in the event the Companytransfers all or substantially all of its properties or assets. This Agreement shall inure to thebenefit of and be binding upon the Company and the Executive, their respective successors,executors, administrators, heirs and permitted assigns.     17. Severability. If any portion or provision of this Agreement shall to any extentbe declared illegal or unenforceable by a court of competent jurisdiction, then the remainder ofthis Agreement, or the application of such portion or provision in circumstances other than thoseas to which it is so declared illegal or unenforceable, shall not be affected thereby, and eachportion and provision of this Agreement shall be valid and enforceable to the fullest extentpermitted by law.
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     18. Waiver. No waiver of any provision hereof shall be effective unless made inwriting and signed by the waiving party. The failure of either party to require the performance ofany term or obligation of this Agreement, or the waiver by either party of any breach of thisAgreement, shall not prevent any subsequent enforcement of such term or obligation or be deemed awaiver of any subsequent breach.     19. Notices. Any and all notices, requests, demands and other communications providedfor by this Agreement shall be in writing and shall be effective when delivered in person, whendelivered by courier at the Executive’s last known address on the books of the Company, or threebusiness days following deposit in the United States mail, postage prepaid, registered orcertified, and addressed to the Executive at his last known address on the books of the Company or,in the case of the Company, at its principal place of business, attention of the Chairman of theBoard, or to such other address as either party may specify by notice to the other actuallyreceived.     20. Entire Agreement. This Agreement and the other plans and documents specificallyreferred to herein constitute the entire agreement between the parties regarding the subject matterof this Agreement and such other plans and documents and supersede all prior communications,agreements and understandings, written or oral, with respect to such subject matter.     21. Amendment. This Agreement may be amended or modified only by a written instrumentsigned by the Executive and any authorized representative of the Company.     22. Headings. The headings and captions in this Agreement are for convenience onlyand in no way define or describe the scope or content of any provision of this Agreement.     23. Counterparts. This Agreement may be executed in two or more counterparts, each ofwhich shall be an original and all of which together shall constitute one and the same instrument.     24. Governing Law. This contract and shall be construed and enforced under and begoverned in all respects by the laws of Texas, without regard to the conflict of laws principlesthereof.     IN WITNESS WHEREOF, this Agreement has been executed as a sealed instrument by the Company, byits duly authorized representative, and by the Executive, as of the date first above written.       THE EXECUTIVE: UNITED SURGICAL PARTNERS    INTERNATIONAL, INC.         /s/ Philip A. Spencer** ** By: /s/ William H. Wilcox** **President and Chief Executive Officer  
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Attachment A**Release of Claims**     FOR AND IN CONSIDERATION OF the special payments and benefits to be provided in connectionwith the termination of my employment in accordance with the terms of the Employment Agreementbetween me and UNITED SURGICAL PARTNERS INTERNATIONAL, INC., a Delaware corporation (the“Company”), dated as of April _____, 2009 (the “Employment Agreement”), I, on myown behalf and on behalf of my personal or legal representatives, executors, administrators,successors, heirs, distributees, devisees and legatees and all others connected with me, herebyrelease and forever discharge, the Company, its Subsidiaries and Affiliates and all of theirrespective past and present officers, directors, stockholders, members, partners, managers,controlling persons, employees, agents, representatives, successors and assigns and all othersconnected with any of them (all collectively, the “Released”), both individually and intheir official capacities, from any and all rights, liabilities, claims, demands and causes ofaction of any type (all collectively “Claims”) which I have had in the past, now have, ormight now have, through the date of my signing of this Release of Claims, in any way resultingfrom, arising out of or connected with my employment or its termination or pursuant to any federal,state, foreign or local employment law, regulation or other requirement (including withoutlimitation Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, theAmericans with Disabilities Act, and the fair employment practices laws of the state or states inwhich I have been employed pursuant to the Employment Agreement, each as amended from time totime); provided, however, that the foregoing release shall not apply to any rightor benefit provided for in Section 6 of the Employment Agreement or any other provisions of theEmployment Agreement that survive the termination of my employment, as provided for in theEmployment Agreement. Capitalized terms used in this Release of Claims that are defined in theEmployment Agreement are used herein with the meanings so defined.     In signing this Release of Claims, I acknowledge that I have had at least twenty-one (21) daysfrom the date of notice of termination of my employment to consider the terms of this Release ofClaims and that such time has been sufficient; that I am encouraged by the Company to seek theadvice of an attorney prior to signing this Release of Claims; and that I am signing this Releaseof Claims voluntarily and with a full understanding of its terms.     I understand that I may revoke this Release of Claims at any time within seven (7) days of thedate of my signing by written notice to the Company and that this Release of Claims will takeeffect only upon the expiration of such seven-day revocation period and only if I have not timelyrevoked it.     Intending to be legally bound, I have signed this Release of Claims under seal as of the datewritten below.     Signature:       Philip A. Spencer  Date:                     
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