exv10w9






Exhibit 10.9




EXECUTION VERSION




EMPLOYMENT AGREEMENT




     EMPLOYMENT AGREEMENT (this “Agreement”) made and entered into by and between United
Surgical Partners International, Inc. (the “Company”), a Delaware corporation with its
principal place of business at 15305 Dallas Parkway, Suite 1600, Addison, TX 75001-6491 and Philip
A. Spencer of 4641 Biltmoore Drive, Frisco, Texas 75034 (the “Executive”), effective as of
the 21st day of April, 2009 (the “Effective Date”).



     In consideration of the mutual promises, terms, provisions and conditions set forth in this
Agreement, the parties hereby agree as follows:



     1. Employment. Subject to the terms and conditions set forth in this Agreement, the
Company hereby offers and the Executive hereby accepts employment.



     2. Term. The Company hereby agrees to employ Executive as Senior Vice President,
Business Development, and Executive hereby agrees to accept such employment, on the terms and
conditions set forth herein, for the period commencing on the day after the termination of
Executive’s employment with AmeriPath Group Holdings, Inc. (“AmeriPath”) and terminating as
of and on the third anniversary of that date (unless sooner terminated as hereinafter set forth);
provided, however, that commencing on such third anniversary date, and each
anniversary of that date thereafter, this Agreement shall automatically be extended for one
additional year unless at least thirty (30) calendar days prior to each such anniversary date, the
Company or Executive shall have given notice that it or he, as applicable, does not wish to extend
this Agreement. Following the date on which the Executive’s employment so terminates (the
“Termination Date”), unless specifically otherwise agreed between Executive and the Company
herein, the Executive shall cease to hold any position (whether as an officer, director, manager,
employee, trustee, fiduciary or otherwise) with the Company or any of its Subsidiaries (as defined
in Section 13) or Affiliates (as defined in Section 13).



     3. Capacity and Performance.




     (a) During the term of Executive’s employment hereunder, the Executive shall serve the
Company as its Senior Vice President, Business Development, reporting directly to the
Company’s Chief Executive Officer. In addition, and without further compensation, the
Executive shall serve as a director and/or officer of one or more of the Company’s
Subsidiaries if so elected or appointed from time to time.




     (b) During the term of Executive’s employment hereunder, the Executive shall be
employed by the Company on a full-time basis and shall perform such duties and
responsibilities on behalf of the Company and its Subsidiaries as may be designated from
time to time by the Chief Executive Officer.




     (c) During the term of Executive’s employment hereunder, the Executive shall devote his
full business time to the advancement of the business and interests of the Company and its
Subsidiaries and to the discharge of his duties and responsibilities








 









 












hereunder. The Executive shall not engage in any other business activity or serve in
any industry, trade, professional, governmental or academic position during the term of this
Agreement, except as may be expressly approved in advance by the Chief Executive Officer in
writing. Notwithstanding the preceding, the Executive may, without being in violation of
the 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 any
material services by the Executive in the operation of the entities in which such
investments are made, provided the Executive shall use the Executive’s best efforts to
pursue such activities in such a manner so that such activities shall not prevent the
Executive from fulfilling the Executive’s obligations to the Company hereunder.



     4. Compensation and Benefits. During the term of Executive’s employment hereunder as
compensation for all services performed by the Executive:




     (a) Base Salary. The Company shall pay the Executive an initial base salary of
Three Hundred Twenty-Five Thousand Dollars ($325,000) per year, payable in accordance with
the payroll practices of the Company for its executives and subject to increase from time to
time by the Chief Executive Officer, in his sole discretion. Such base salary, as from time
to time increased, is hereafter referred to as the “Base Salary.” In the event the
term of this Agreement is extended as provided for in Section 2 above, Executive’s Base
Salary for any such extended period shall not be less than that earned by Executive during
the 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”) in
its sole discretion, based upon the Executive’s performance and other criteria as may be
established by the Board from time to time. Notwithstanding the foregoing, Executive is
guaranteed a minimum bonus in March of each of 2010, 2011 and 2012 of an amount necessary to
pay any amounts due in April of such years under that certain Promissory Note between the
Executive and USP Texas, L.P. (the “Promissory Note”).




     (c) Vacations. The Executive shall be entitled to vacation days as determined
in accordance with the Company’s vacation policy as in effect from time to time, but in no
case 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 paid
holidays given by the Company to its senior executive officers. Vacation shall otherwise be
governed by the policies of the Company, as in effect from time to time.




     (d) Other Benefits. Subject to any contribution therefor generally required of
executives of the Company, the Executive shall be entitled to participate in any and all
employee 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 provided
to the Executive under this Agreement (e.g., severance pay, pursuant to Section 6(d)). Such
participation shall be subject to the terms of the applicable plan



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documents and generally
applicable 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 insure
Executive under its directors’ and officers’ insurance coverage and all other policies
covering executives in a similar position. In the event Executive makes an election to
maintain his and his family’s health insurance coverage with Executive’s current insurance
plan until such time as Executive and his family become eligible for the Company’s health
insurance plan, then the Company shall reimburse Executive for all insurance premiums paid
by him in order to continue such insurance coverage. The Company recognizes that for the
2009 calendar year, because Executive will be changing employment, Executive will not be
able to make the maximum contribution to the Company’s 401(k) plan (because Executive has
already made contributions to AmeriPath’s 401(k) plan). Therefore, notwithstanding the fact
that Executive will not be permitted to make such maximum contribution, to the extent
Executive 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 as
if 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 Group
Holdings, 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 for
all reasonable and necessary business expenses incurred or paid by the Executive in the
performance of his duties and responsibilities hereunder, subject to any maximum annual
limit or other restrictions on such expenses set by the Board and to such reasonable
substantiation and documentation as may be specified by the Company from time to time.



     5. Termination of Employment. The Executive’s employment hereunder shall terminate
under the following circumstances:




     (a) Death. In the event of the Executive’s death during the term of
Executive’s employment hereunder, the Executive’s employment shall immediately and
automatically terminate.




     (b) Disability. The Company may terminate the Executive’s employment
hereunder, upon notice to the Executive, in the event that the Executive becomes (i)
disabled during his employment hereunder through any illness, injury, accident or condition
of 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 responsibilities
hereunder 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. If
any question shall arise as to whether during any period the Executive is disabled through
any illness, injury, accident or condition of either a physical or psychological nature so
as 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 a
physician selected by the Company to



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determine whether the Executive is so disabled and such
determination shall for the
purposes of this Agreement be conclusive of the issue. If such question shall arise
and the Executive shall fail to submit to such medical examination, the Company’s
determination of the issue shall be binding on the Executive.




     (c) By the Company for Cause. The Company may terminate the Executive’s
employment hereunder for Cause at any time upon notice to the Executive setting forth the
nature of such Cause. The following shall constitute “Cause” for termination (in
each case as determined by not less than seventy-five percent (75%) of the members of the
Board): (i) the Executive’s indictment for a felony or other crime involving moral
turpitude; (ii) the Executive’s fraud, theft or embezzlement committed with respect to the
Company or its Subsidiaries; (iii) material breach by the Executive of any of the provisions
of Sections 7, 8 and/or 9 hereof; or (iv) the Executive’s willful and continued failure to
perform his material duties to the Company and its Subsidiaries. However, in the event the
Company intends to terminate Executive’s employment pursuant to subsection (iii) above,
Company will first give Executive written notice of any alleged conduct which would give
rise to the Company’s right to terminate Executive’s employment pursuant to that subsection
and Executive shall have thirty (30) days to cease such conduct. If Executive ceases such
conduct within the permitted time, the Company shall not be allowed to terminate Executive’s
employment for Cause pursuant to this section.




     (d) By the Company Other than for Cause. The Company may terminate the
Executive’s employment hereunder other than for Cause at any time upon written notice to the
Executive.




     (e) By the Executive for Good Reason. At his option, Executive may terminate
his employment hereunder for Good Reason. For purposes of this Agreement, the termination
of Executive’s employment hereunder by Executive because of the occurrence of any one or
more of the following events shall be deemed to have occurred for “Good Reason”:




	 	(A)	 	a material change in the nature or scope of
Executive’s authorities, status, powers, functions, duties,
responsibilities or reporting relationships that is determined by
Executive in good faith to be adverse or inferior to those existing
before such change;
	 
	 	(B)	 	any reduction in Executive’s Base Salary that
is not consented to or approved by Executive;
	 
	 	(C)	 	a failure by the Company or any Subsidiary or
Affiliate to comply with any material term or provision hereof or of
any other written agreement between Executive and the Company or any
Subsidiary or Affiliate; or




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	 	(D)	 	a refusal by the Executive upon a request by
the Company to report for the performance of his services hereunder on
a regular
or permanent basis at any location or office more than fifty (50)
miles from the Company’s current address as described above in the
preamble to this Agreement.






     (f) By the Executive Other than for Good Reason. The Executive may terminate
his employment hereunder other than for Good Reason pursuant to Section 5(e) above at any
time upon the provision of ninety (90) days written notice to the Company. In the event of
termination of the Executive pursuant to this Section 5(f), the Board may elect to waive the
period of notice or any portion thereof.



     6. Compensation Upon Termination.




     (a) Death. In the event of a termination of the Executive’s employment
hereunder by reason of death as contemplated by Section 5(a), the Company shall pay in a
lump sum within 30 days of such termination to the Executive’s designated beneficiary or, if
no beneficiary has been designated by the Executive, to his estate, the Base Salary earned
but not paid through the Termination Date and any amount due to Executive pursuant to the
Promissory Note.




     (b) Disability. In the event of any termination of Executive’s employment
hereunder by reason of disability as contemplated by Section 5(b), the Company shall pay to
him his Base Salary earned but not paid through the Termination Date and any amount due to
Executive pursuant to the Promissory Note. In addition, in the event Executive is
terminated pursuant to Section 5(b), the Company shall not take any action to limit
Executive’s ability to continue to receive benefits under the Company’s long-term disability
insurance coverage.




     (c) By the Company for Cause. In the event of any termination of Executive’s
employment hereunder by the Company for Cause as contemplated by Section 5(c), the Company
shall have no further obligations to the Executive under this Agreement other than payment
of Base Salary through the Termination Date.




     (d) By the Company Other than for Cause or Upon Failure to Renew; By the Executive
for Good Reason. In the event of any termination of Executive’s employment hereunder by
the Company other than for Cause pursuant to Section 5(d) or pursuant to Section 2 following
notice that the Company does not wish to extend this Agreement for an additional one year
period, 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 of
termination is given through the end of the Initial Term, or continue to pay such Base
Salary for twelve (12) months if the Termination Date occurs less than twelve (12) months
before the end of the Initial Term or after the end of the Initial Term, (ii) continue the
Executive’s and the Executive’s family’s health insurance benefits (at a cost to Executive
no 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 permissible
under 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 less
than twelve (12) months before
the end of the Initial Term or after the end of the Initial Term, and (iii) pay to the
Executive a good faith estimate of the bonus compensation the Executive would have received
had the Executive remained employed by the Company through the end of the Initial Term, or
through the date which is twelve (12) months after the Termination Date if the Termination
Date occurs less than twelve (12) months before the end of the Initial Term or after the end
of 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 if
a termination described in this Section 6(d) occurs during the Initial Term, the “good faith
estimate” 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 in
effect on the date notice of termination is given for each bonus remaining to be paid to
Executive during the Initial Term. Any such estimated bonus compensation shall be payable
at such time or times as bonuses are payable to the other executives of the Company. Any
obligation 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 Attachment
A (the “Employee Release”) within twenty-one (21) days (or such greater period
as the Company may specify) following the Termination Date and upon the Executive’s not
revoking the Employee Release in a timely manner thereafter and (ii) the Executive’s
continued full performance of his obligations under Sections 7, 8 and/or 9 hereof. Base
Salary to which the Executive is entitled under this Section 6(d) shall be payable in
accordance with the normal payroll practices of the Company and will begin at the Company’s
next regular payroll period which is at least five business days following the effective
date of the Employee Release, but shall be retroactive to the next day following the
Termination Date.




     (e) By the Executive Other than for Good Reason. If the Executive shall
terminate his employment pursuant to Section 5(f), the Company shall continue to pay
Executive his Base Salary through the Termination Date (it being understood that if, in
accordance with Section 5(f), the Board elects to waive the period of notice, or any portion
thereof, the payment of Base Salary under this Section 6(e) shall continue through the
notice period or any portion thereof so waived).



     7. Restricted Activities. The Executive agrees that some restrictions on his
activities during and after his employment are necessary to protect the goodwill, Confidential
Information (as defined in Section 13) and other legitimate interests of the Company and its
Subsidiaries:




     (a) While the Executive is employed by the Company and for one (1) year from the later
of the Termination Date or the last date on which the Executive receives a severance payment
from the Company as provided for in Section 6(d) (in the aggregate, the “Non-Competition
Period”), the Executive shall not, directly or indirectly, whether as owner, partner,
investor, consultant, agent, employee, co-venturer or otherwise (other than through
ownership of publicly-traded capital stock of a corporation which represents less than one
percent (1%) of the outstanding capital stock of such corporation), (i) compete with the
Company or any Subsidiary in any business activities, in the United States or in any other
country, which the Company or any Subsidiary shall



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conduct or intend to conduct as of the
Termination Date, or (ii) undertake any planning for any business competitive with the
Company or any of its Subsidiaries. Specifically,
but without limiting the foregoing, the Executive agrees not to engage in any manner in
any activity that is directly or indirectly competitive or potentially competitive with the
business of the Company or any of its Subsidiaries as conducted or under consideration at
any 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 not
undertake any outside activity, whether or not competitive with the business of the Company
or its Subsidiaries, that could reasonably give rise to a conflict of interest or otherwise
interfere 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 during
the Non-Competition Period, the Executive will not, directly or indirectly, (i) hire or
attempt to hire any employee of the Company or any of its Subsidiaries or anyone who was
such an employee within the six (6) months preceding such hire or attempt to hire, (ii) hire
or attempt to hire any independent contractor providing services to the Company or any of
its Subsidiaries or anyone who was such an independent contractor within six (6) months
preceding such hire or attempt to hire, (iii) assist in hiring or any attempt to hire of
anyone identified in clauses (i) or (ii) of this sentence by any other Person (as defined in
Section 13), (iv) encourage any employee or independent contractor of the Company or any of
its 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 the
Company has a direct or indirect ownership interest or with which a Subsidiary has a
management agreement) to terminate or diminish its relationship with any of them, or, in the
case of a customer, to conduct with any Person any business or activity which such customer
conducts or could conduct with the Company or any of its Subsidiaries.



     8. Confidential Information.




     (a) The Executive acknowledges that the Company and its Subsidiaries continually
develop Confidential Information, that the Executive may in the future develop Confidential
Information for the Company or its Subsidiaries and that the Executive may in the future
learn of Confidential Information during the course of employment with the Company. The
Executive will comply with the policies and procedures of the Company and its Subsidiaries
for 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 and
responsibilities to the Company and its Subsidiaries), any Confidential Information obtained
by the Executive incident to his employment or other association with the Company or any of
its Subsidiaries. The Executive acknowledges that this restriction shall continue to apply
after 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 description
relating to the business, present or otherwise, of the Company or its
Subsidiaries 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 the
Company and its Subsidiaries. The Executive shall safeguard all Documents and shall
surrender to the Company at the time his employment terminates, or at such earlier time or
times as the Board or its designee may specify, all Documents then in the Executive’s
possession or control.



     9. Assignment of Rights to Intellectual Property. The Executive shall promptly and
fully disclose all Intellectual Property (as defined in Section 13) to the Company. The Executive
hereby assigns and agrees to assign to the Company (or as otherwise directed by the Company) the
Executive’s full right, title and interest in and to all Intellectual Property. The Executive
agrees to execute any and all applications for domestic and foreign patents, copyrights or other
proprietary rights and to do such other acts (including without limitation the execution and
delivery of instruments of further assurance or confirmation) requested by the Company to assign
the 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 charge
the Company for time spent in complying with these obligations. All copyrightable works that the
Executive creates in the course of his work for the Company shall be considered “work made for
hire.”



     10. Enforcement of Covenants. The Executive acknowledges that he has carefully read
and considered all the terms and conditions of this Agreement, including the restraints imposed
upon him pursuant to Sections 7, 8 and/or 9 hereof. The Executive agrees that said restraints are
necessary for the reasonable and proper protection of the Company and its Subsidiaries and that
each and every one of the restraints is reasonable in respect to subject matter, length of time and
geographic area. The Executive further acknowledges that, were he to breach any of the covenants
contained in Sections 7, 8 and/or 9 hereof, the damage to the Company would be irreparable. The
Executive 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 threatened
breach by the Executive of any of said covenants, without having to post bond. The parties further
agree that, in the event that any provision of Sections 7, 8 and/or 9 hereof shall be determined by
any court of competent jurisdiction to be unenforceable by reason of its being extended over too
great a time, too large a geographic area or too great a range of activities, such provision shall
be 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 the
execution of this Agreement and the performance of his obligations hereunder will not breach or be
in conflict with any other agreement to which the Executive is a party or is bound and that except
as described below, the Executive is not now subject to any covenants against competition or
similar covenants or any court order or other legal obligation that would affect the performance of
his obligations hereunder. The Executive will not disclose to or use on behalf of the Company any
proprietary information of a third party without such party’s consent. Notwithstanding the
foregoing, Executive is currently subject to various agreements with AmeriPath and related
companies that Executive has provided to the Company. Executive and



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the Company believe that
Executive will not be violating any of those agreements in connection with his employment with the
Company. However, in the event that AmeriPath or any of its
affiliated, related or parent companies initiate litigation or arbitration against Executive
and allege that Executive has violated the restrictive covenants contained in those agreements, the
Company will not consider those allegations or any finding which may be made in any such litigation
or arbitration to be a breach by Executive of this Agreement.



     12. Definitions. Words or phrases which are initially capitalized or are within
quotation marks shall have the meanings provided in this Section 12 and as provided elsewhere
herein. For purposes of this Agreement, the following definitions apply:




     (a) “Affiliate” means, with respect to the Company or any other specified
Person, any other Person directly or indirectly controlling, controlled by or under common
control with the Company or such other specified Person, where control may be by management
authority, equity interest or other means.




     (b) “Confidential Information” means any and all information of the Company and
its Subsidiaries that is not generally known by others with whom they compete or do
business, or with whom they plan to compete or do business and any and all information
which, if disclosed by the Company or its Subsidiaries, would assist in competition against
them. Confidential Information includes without limitation such information relating to (i)
the development, research, testing, manufacturing, marketing and financial activities of the
Company and its Subsidiaries, (ii) the Products, (iii) the costs, sources of supply,
financial performance and strategic plans of the Company and its Subsidiaries, (iv) the
identity and special needs of the customers of the Company and its Subsidiaries and (v) the
people and organizations with whom the Company and its Subsidiaries have business
relationships and those relationships. Confidential Information also includes any
information that the Company or any of its Subsidiaries have received, or may receive
hereafter, from others which was received by the Company or any of its Subsidiaries with any
understanding, express or implied, that the information would not be disclosed.




     (c) “Initial Term” means the three-year period of time commencing on the date
after the termination of Executive’s employment with AmeriPath and ending on the third
anniversary of that date.




     (d) “Intellectual Property” means inventions, discoveries, developments,
methods, processes, compositions, works, concepts and ideas (whether or not patentable or
copyrightable or constituting trade secrets) conceived, made, created, developed or reduced
to practice by the Executive (whether alone or with others and whether or not during normal
business hours or on or off the premises of the Company or any of its Subsidiaries) during
the Executive’s employment with the Company or any of its Subsidiaries (including prior to
the Effective Date) that relate to either the Products or any prospective activity of the
Company or any of its Subsidiaries or that make use of Confidential Information or any of
the 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 Company
or any of its Subsidiaries, together with all services provided or planned by the Company or
any of its Subsidiaries, during the Executive’s employment with the Company or any of its
Subsidiaries (including prior to the Effective Date).




     (g) “Subsidiary” shall mean any Person of which the Company (or other specified
Person) shall, directly or indirectly, own beneficially or control the voting of at least a
majority of the outstanding capital stock (or other shares of beneficial interest) entitled
to vote generally or at least a majority of the partnership, membership, joint venture or
similar interests, or in which the Company (or other specified Person) or a Subsidiary
thereof shall be a general partner or joint venturer without limited liability.



     13. Survival. The provisions of this Agreement shall survive following the
Termination Date if so provided herein or desirable to accomplish the purposes of other surviving
provisions, 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 be
reduced 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 claim
or initiates litigation to enforce their rights or alleged rights under the terms of this
Agreement, 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 prevailing
party in the course of the parties’ dispute.



     16. Assignment. Neither the Company nor the Executive may make any assignment of this
Agreement or any interest herein, by operation of law or otherwise, without the prior written
consent of the other; provided, however, that the Company may assign its rights and
obligations under this Agreement without the consent of the Executive in the event that the Company
shall hereafter effect a reorganization, consolidation or merger or in the event the Company
transfers all or substantially all of its properties or assets. This Agreement shall inure to the
benefit 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 extent
be declared illegal or unenforceable by a court of competent jurisdiction, then the remainder of
this Agreement, or the application of such portion or provision in circumstances other than those
as to which it is so declared illegal or unenforceable, shall not be affected thereby, and each
portion and provision of this Agreement shall be valid and enforceable to the fullest extent
permitted by law.



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     18. Waiver. No waiver of any provision hereof shall be effective unless made in
writing and signed by the waiving party. The failure of either party to require the performance of
any term or obligation of this Agreement, or the waiver by either party of any breach of this
Agreement, shall not prevent any subsequent enforcement of such term or obligation or be deemed a
waiver of any subsequent breach.



     19. Notices. Any and all notices, requests, demands and other communications provided
for by this Agreement shall be in writing and shall be effective when delivered in person, when
delivered by courier at the Executive’s last known address on the books of the Company, or three
business days following deposit in the United States mail, postage prepaid, registered or
certified, 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 the
Board, or to such other address as either party may specify by notice to the other actually
received.



     20. Entire Agreement. This Agreement and the other plans and documents specifically
referred to herein constitute the entire agreement between the parties regarding the subject matter
of 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 instrument
signed by the Executive and any authorized representative of the Company.



     22. Headings. The headings and captions in this Agreement are for convenience only
and 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 of
which 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 be
governed in all respects by the laws of Texas, without regard to the conflict of laws principles
thereof.



     IN WITNESS WHEREOF, this Agreement has been executed as a sealed instrument by the Company, by
its 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 connection
with the termination of my employment in accordance with the terms of the Employment Agreement
between me and UNITED SURGICAL PARTNERS INTERNATIONAL, INC., a Delaware corporation (the
“Company”), dated as of April _____, 2009 (the “Employment Agreement”), I, on my
own behalf and on behalf of my personal or legal representatives, executors, administrators,
successors, heirs, distributees, devisees and legatees and all others connected with me, hereby
release and forever discharge, the Company, its Subsidiaries and Affiliates and all of their
respective past and present officers, directors, stockholders, members, partners, managers,
controlling persons, employees, agents, representatives, successors and assigns and all others
connected with any of them (all collectively, the “Released”), both individually and in
their official capacities, from any and all rights, liabilities, claims, demands and causes of
action of any type (all collectively “Claims”) which I have had in the past, now have, or
might now have, through the date of my signing of this Release of Claims, in any way resulting
from, 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 without
limitation Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the
Americans with Disabilities Act, and the fair employment practices laws of the state or states in
which I have been employed pursuant to the Employment Agreement, each as amended from time to
time); provided, however, that the foregoing release shall not apply to any right
or benefit provided for in Section 6 of the Employment Agreement or any other provisions of the
Employment Agreement that survive the termination of my employment, as provided for in the
Employment Agreement. Capitalized terms used in this Release of Claims that are defined in the
Employment 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) days
from the date of notice of termination of my employment to consider the terms of this Release of
Claims and that such time has been sufficient; that I am encouraged by the Company to seek the
advice of an attorney prior to signing this Release of Claims; and that I am signing this Release
of 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 the
date of my signing by written notice to the Company and that this Release of Claims will take
effect only upon the expiration of such seven-day revocation period and only if I have not timely
revoked it.



     Intending to be legally bound, I have signed this Release of Claims under seal as of the date
written below.



	 	 	 	 	 

	Signature:
	 	 	 	 
	 

	 	 

Philip A. Spencer
	 	 






Date:                     





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