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set Executive’s compensation, including his base salary (“Base Salary”) and bonus compensation(“Bonus Compensation”), and other benefits (including participation in the Company’s equityincentive plans and qualified plans (collectively, the “Plans”)). The Base Salary and BonusCompensation shall be retroactive to June 26, 2006, the date Executive was appointed to serve asChief Executive Officer and President.          (c) At-Will Employment. Executive recognizes and accepts that, notwithstandinganything in this Agreement to the contrary, (i) Executive is employed by the Company (and by any ofits subsidiaries and affiliates) on an “at-will” basis, (ii) this Agreement does not guarantee orotherwise provide for employment and that, at any time and for any reason, Executive may resign orthe Company may terminate Executive’s employment with the Company (and with any of its subsidiariesand affiliates), and (iii) neither the Company nor any of its subsidiaries and affiliates shall, inany case, be responsible for any severance pay, termination pay, severance obligations, damages orany other additional payments or obligations whatsoever arising from the termination of hisemployment, above and beyond those specifically provided for or referred to in this Agreement orotherwise provided by law. The parties further acknowledge and agree that there shall be noduplication between any payments or other benefits due Executive hereunder and any payments orbenefits paid or to be paid to Executive under any other plan, program, agreement or arrangement.          (d) Execution of Release Upon Termination. The execution, delivery and non-revocationof the Release of Claims attached hereto as Exhibit A (the “Release”) shall be a condition to theCompany’s obligations to make the payments described in Section 3 hereof to Executive following thetermination of his employment. The Release is deliverable by the Executive no later than thirtydays after the date of termination of the Executive’s employment.     2. Term of Agreement. This Agreement shall continue indefinitely until Executiveterminates his employment with the Company and/or its subsidiaries and affiliates or the Companyterminates Executive’s employment with the Company and/or its subsidiaries and affiliates,provided that the provisions of Sections 3 and 4 shall survive any termination of thisAgreement.     3. Termination of Employment.          (a) Termination for Cause.          (i) If Executive’s employment is terminated by the Company for Cause, as defined inSection 3(a)(ii) below, Executive shall receive his Base Salary through the date of suchtermination and any earned but unpaid Bonus Compensation for any prior fiscal year, but heshall not be eligible to receive Base Salary or to participate in any Plans after the dateof such termination except as otherwise required by law and except for the right to receivebenefits which have become vested under any Plans in accordance with the terms of suchPlans. In addition, Executive shall not be eligible to receive any Bonus Compensation forthe Company’s fiscal year during which the date of termination occurs or any later year.
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          (ii) Termination for “Cause” shall mean termination of Executive’s employment with theCompany and its subsidiaries and affiliates by the Board of Directors because of (a)Executive’s material breach of the terms of this Agreement or repeated failure to performhis duties in a manner reasonably consistent with the criteria established or directionsgiven by the Board of Directors; provided, however, that the terminationpursuant to this clause shall be preceded by a written notice providing a reasonableopportunity for Executive to correct his conduct, if the conduct in question can becorrected, (b) any action by Executive constituting fraud, self-dealing, embezzlement, ordishonesty in the course of his employment hereunder, or (c) the conviction of Executive ofa crime involving moral turpitude or any felony.          (iii) The termination of Executive’s employment shall not be deemed to be for Causeunless and until there shall have been delivered to Executive a copy of a resolution dulyadopted by the affirmative vote of not less than two-thirds of the entire membership of theBoard at a meeting of the Board called and held for such purpose (after reasonable notice isprovided to Executive and Executive is given an opportunity, together with counsel, to beheard before the Board), finding that, in the good faith opinion of such Board, Executive isguilty of the conduct described in any of the subsections set forth in Section 3(a)(ii)above.          (iv) The date of termination of employment by the Company under this Section 3(a) shallbe the date specified in a written notice of termination (which date shall be no earlierthan the date of furnishing such notice), or if no such date is specified therein, the dateof receipt by Executive of such written notice of termination.          (b) Termination Without Cause.          (i) If Executive’s employment is terminated by the Company without Cause, Executiveshall receive his Base Salary through the date of such termination and any earned but unpaidBonus Compensation for any prior fiscal year, and shall further be entitled to receive, asseverance, his then current Base Salary for a period of 24 months following the date oftermination of his employment plus an amount equal to two (2) times Executive’s bonus earnedfor the prior fiscal year which bonus amount shall be paid in equal amounts, ratably, overthe 24-month period following the date of termination of his employment (each suchinstallment to be treated as a separate payment as defined under Treasury Regulation Section1.409A-2(b)(2) promulgated under Section 409A of the Internal Revenue Code 1986, asamended). The Company further agrees to provide Executive with insurance coverage (*e.g*.,medical, dental and life) commensurate with the coverage provided to Executive immediatelyprior to the date of termination for a period of 24 months following the date oftermination. Other than as set forth in the preceding sentences, Executive shall not beeligible to participate in any Plans after the date of termination except as otherwiserequired by law and except for the right to receive benefits which have vested under anyPlan in accordance with the terms of such Plan, and Executive shall not be eligible toreceive any Bonus Compensation for the Company’s fiscal year during which the date oftermination occurs or any later year.
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          (ii) The date of termination of employment by the Company under this Section 3(b) shallbe the date specified in a written notice of termination to Executive (which date shall beno earlier than the date of furnishing such notice) or, if no such date is specifiedtherein, the date on which such notice is given to Executive.          (iii) Severance payments under this Section 3(b) shall be made in accordance with theCompany’s then current payroll practice commencing on the next payroll date following thedate of expiration of the revocation period provided for in the Release.          (iv) If the Executive is a “specified employee” (as determined under the Company’spolicy for identifying specified employees) on the date of his “separation from service”(within the meaning of Section 409A of the Code) and if any portion of the amounts payableunder this Section 3(b) would be considered “deferred compensation” under Section 409A ofthe Code, all such payments (other than payments that satisfy the short-term deferral rule,as defined in Treasury Regulation Section 1.409A-1(b)(4), or that are treated as separationpay under Treasury Regulation Section 1.409A-1(b)(9)(iii) or Section 1.049A-1(b)(9)(v))shall not commence to be paid on any date prior to the first business day after the datethat is six months following the Executive’s termination of employment. The first paymentthat can be made shall include the cumulative amount of any amounts that could not be paidduring such six-month period. In addition, interest will accrue at the 10-year T-bill rate(as in effect as of the first business day of the calendar year in which the termination ofemployment occurs) on all payments that would have been paid to the Executive had this delayprovision not applied to the Executive and shall be paid with the first payment after suchsix-month period. Notwithstanding the foregoing, payments delayed pursuant to thissix-month delay requirement shall commence earlier in the event of the Executive’s deathprior to the end of the six-month period.          (c) Termination Upon Death or Disability.          (i) Upon Executive’s termination of employment as a result of Executive’s death orDisability (as defined in Section 3(c)(ii) below), he shall receive (or in the case ofdeath, his estate shall receive) his Base Salary through the date of such termination andany earned but unpaid Bonus Compensation for any prior year, but he shall have no right toreceive any Base Salary continuation or other severance benefits; provided that inthe event of Disability, Executive shall be entitled to receive payments under any long-termdisability insurance polices maintained by the Company for Executive’s benefit. Executiveshall not be eligible to participate in any Plans after such termination except as otherwiserequired by law and except for the right to receive benefits which have vested under anyPlan, and Executive shall not be eligible to receive any Bonus Compensation for theCompany’s fiscal year during which the date of termination occurs or any later year.          (ii) Termination upon “Disability” shall mean termination of Executive’s employment asthe result of his inability to perform the essential functions of
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Executive’s position with the Company and its subsidiaries and affiliates as the resultof illness or injury for a period of six (6) consecutive months.          (d) Termination by Executive. If Executive resigns or otherwise terminates hisemployment (including as a result of retirement) with the Company other than upon his death orDisability (as defined above), he shall receive his Base Salary through the date of suchtermination and any earned but unpaid Bonus Compensation for any prior fiscal year, but he shallhave no right to receive any Base Salary continuation or other severance benefits. Executive shallnot be eligible to participate in any Plans after such termination except as otherwise required bylaw and except for the right to receive benefits which have vested under any Plan and Executiveshall not be eligible to receive any Bonus Compensation for the Company’s fiscal year during whichthe date of termination occurs or any later year.          (e) Termination Following a Change In Control. Notwithstanding the foregoing Sections3(a) through (d), in the event of a Change In Control (as defined in the LifePoint Hospitals, Inc.Change In Control Severance Plan, as Amended and Restated May 9, 2006) (the “CIC Plan”),Executive’s eligibility to receive benefits, the determination of what benefits are available toExecutive, all payments of such benefits, and all other rights or claims Executive may havefollowing a Change In Control shall be governed exclusively by the provisions of the CIC Plan ineffect as of the date of this Agreement.          (f) Retirement Defined. Executive acknowledges and agrees that for the purpose of anypre-existing, current or future Plans, “retirement” shall be deemed to mean only a voluntaryseparation by Executive of his employment relationship with the Company, and that any awards madeby the Company to Executive under such Plans following the date hereof shall, unless otherwisedetermined by the Board of Directors (or such committee thereof as shall have the responsibilityfor and authority to set the compensation of LifePoint’s and its subsidiaries’ and affiliates’executive officers and key employees), specifically incorporate such provision.          (g) Withholding Tax. The Company shall be entitled to deduct or withhold from anypayment due Executive hereunder all federal, state and local taxes which the Company is required bylaw to deduct or withhold therefrom.          (h) Termination Defined. Notwithstanding anything to the contrary in this Agreement,any reference to “***termination***” of the Executive’s employment for any reason shall refer to atermination of employment which constitutes a “***separation from service***” within the meaning ofSection 409A of the Code.     4. Restrictive Covenants.          (a) Noncompetition. Executive will not, during the term of his employment with theCompany and any of its subsidiaries or affiliates and for 24 months thereafter (the “RestrictedPeriod”), without the express written consent of the Company, in any capacity (including, but notlimited to, as an owner, member, partner, shareholder, consultant, advisor, financier, agent,employee, officer, director, manager or otherwise), directly or indirectly, engage in either (i)the Business (as defined in Section 4(i) hereinbelow), anywhere within the United States, (ii) thebusiness of developing and/or operating surgery centers or other
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diagnostic/imaging centers primarily in non-urban areas (*e.g.*, within a twenty-five (25) mileradius of any location where the Company or any of its subsidiaries or affiliates, as of the dateof termination, owns, leases, manages or otherwise maintains an operating facility), (iii) anybusiness involved primarily in the physician recruitment business that may, as a part of itsoperation, be engaged in the recruitment of physicians away from facilities owned or operated bythe Company or any of its subsidiaries or affiliates (excluding recruitment activities that areconducted by means of general solicitation, such as by way of newspapers or the Internet, that isnot targeted to recruit physicians away from a facility that is owned or operated by the Company),or (iv) any business that would be in competition with any business operation or venture that wasdocumented as part of the Company’s strategic plan at the time of Executive’s termination withimplementation of such business operation expected to commence within twelve (12) months after suchtermination; provided, however, nothing herein shall prohibit Executive’s ownershipof stock in any publicly held company listed on a national securities exchange or whose shares ofstock are regularly traded in the over-the-counter market as long as such holding at no timeexceeds two percent (2%) of the total outstanding stock of such company; and providedfurther, Executive shall be entitled to serve on the board of directors of PsychiatricSolutions, Inc.; and providedfurther, that nothing herein shall prohibitExecutive, during the 24 months following termination of his employment with the Company, fromproviding consulting services to any person or entity if and only if such services relateexclusively to corporate governance issues affecting such person or entity.          (b) Nonsolicitation. Executive will not, during the Restricted Period, in anycapacity (including, but not limited to, as an owner, member, partner, shareholder, consultant,advisor, financier, agent, employee, officer, director, manager or otherwise), whether directly,indirectly or through affiliates, for his own account or for the benefit of any other person orentity, including without limitation, a person or entity in (i) the Business, or (ii) any businessin competition with Company or any of its subsidiaries or affiliates during the Restricted Period,solicit, divert or induce any of the employees or consultants of the Company or any of itssubsidiaries or affiliates to leave or to work for Executive or any person or entity with whichExecutive is connected.          (c) Confidentiality. Except pursuant to and consistent with his responsibilities asChief Executive Officer and President, Executive will not, at any time after the date hereof,whether directly, indirectly or through affiliates, disclose, communicate or divulge to any personor entity, or use for the benefit of any person or entity, any secret, confidential or proprietaryknowledge or information with respect to the Company or its subsidiaries and affiliates or theconduct or details of the business (including, without limitation, the Business) conducted by anyof them, including, but not limited to, the identity of patients or customers (includingthird-party payers of any kind or nature) and suppliers; arrangements with patients or customersand suppliers; specifications relating to patients or customers, suppliers and services; technicaldata, know-how and processes; records and compilations of information; computer software; marketingmethods and strategies; pricing; and financial condition and results (collectively, the“Confidential Information”).          (d) Nondisparagement. Neither the Company nor Executive will, at any time after thedate hereof, whether directly, indirectly or through affiliates, publish or communicate anyderogatory statements or opinions about the other (and with respect to the Company,
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including but not limited to, disparaging or derogatory statements or opinions about LifePointor any of the Company’s other subsidiaries or affiliates or any of the Company’s, LifePoint’s ortheir respective subsidiaries’ or affiliates’ management, directors or services) to any thirdparty, or otherwise facilitate or propagate such statements or opinions being made by any thirdparty; provided that it shall not be a breach of this section for either party to testifytruthfully in any judicial or administrative proceeding or to make statements or allegations inlegal filings that are based on reasonable belief and are not made in bad faith.          (e) Cooperation. Executive will at any and all times after the date hereof cooperatewith the Company and its subsidiaries and affiliates in all reasonable respects with regard to anyregulatory and litigation matters relating to Executive’s employment or areas of responsibility atthe Company or any of its subsidiaries or affiliates.          (f) Noncontravention. Executive agrees that at no time will he take any action,directly or indirectly, to circumvent his respective obligations under, or to deprive the Companyor any of its subsidiaries or affiliates of any right granted by, any provision of this Agreement.Without limiting the generality of the foregoing, Executive shall not in any way assist or enableany person or entity to take any action that Executive is prohibited from taking himself pursuantto this Agreement.          (g) Breach. Executive and the Company agree that any breach by either party of thecovenants and agreements contained in this Section 4 may result in irreparable injury to the other(including, with respect to the Company, its subsidiaries and affiliates) for which money damagesmay not adequately compensate the injured party and, therefore, in the event of any such breach,Executive or the Company, as the case may be, shall be entitled (in addition to any other rightsand remedies which it may have at law or in equity) to seek to have an injunction issued by anycompetent court of equity enjoining and restraining Executive or the Company, as the case may be,and any other person or entity involved therein from continuing such breach. Executive furtheracknowledges and agrees that in the event of Executive’s breach of any covenant or agreementcontained in this Section 4, the Company shall have no further obligation to make any payments thendue to him under Section 3 of this Agreement.          (h) Severability. If any portion of the covenants and agreements contained in thisSection 4, or the application thereof, is construed to be invalid or unenforceable, then the otherportions of such covenant(s) or agreement(s) or the application thereof shall not be affected andshall be given full force and effect without regard to the invalid or unenforceable portions. Ifany covenant or agreement in this Section 4 is held to be unenforceable because of the areacovered, the duration thereof, or the scope thereof, then the court making such determination shallhave the power to reduce the area and/or duration and/or limit the scope thereof, and the covenantor agreement shall then be enforceable in its reduced form.          (i) Definition. The term, “Business,” as used in this Agreement, means a businessthat is primarily engaged in the non-urban acute care hospital business (either as an existing orstart-up business).
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     5. Miscellaneous.          (a) Waiver of Breach; Severability. The waiver by either party of any provision ofthis Agreement shall not operate or be construed as a waiver of any subsequent breach by the otherparty. In the event any portion of this Agreement is deemed illegal, unenforceable or void by acourt of competent jurisdiction, this Agreement shall continue in full force and effect withoutsaid portion unless the absence of such materially alters the rights and obligations of the partiesto this Agreement.          (b) Assignment. The rights and obligations of the Company under this Agreement shallinure to the benefit of and shall be binding upon the successors and assigns of the Company. ThisAgreement is personal to Executive, and he may not assign any of his rights or delegate any of hisduties or obligations under this Agreement except that Executive’s rights hereunder shall inure tothe benefit of, and be binding upon, his beneficiaries, heirs or personal representative.          (c) Notices. Any notice required or desired to be given under this Agreement shall bein writing and shall be delivered personally, transmitted by facsimile or mailed by registeredmail, return receipt requested, or delivered by overnight courier service and shall be deemed tohave been given and received on the date of its delivery or transmission, if delivered or sent byfacsimile, and on the third (3rd) full business day following the date of mailing, if mailed, toeach of the parties thereto at the following respective addresses as may be specified in any noticedelivered or mailed as above provided:If to Executive:William F. Carpenter III