Exhibit 10.23


 


CHS 401(K) SUPPLEMENTAL SAVINGS PLAN


 


This CHS 401(k) Supplemental Savings Plan (the “Plan”) is established
as of the 1st day of January, 2003, by CHS/Community Health Systems, Inc. (the
“Company”).


 


RECITALS


WHEREAS, the Company and certain
affiliates of the Company currently employ certain employees who have
contributed to the financial success of the Company and are designated by the
Retirement Committee of the Company as “Highly Compensated Employees” under the
Community Health Systems, Inc. 401(k) Plan (the “Retirement Plan”); and


 


WHEREAS, the designation of such
employees as Highly Compensated Employees limits their ability to make pre-tax
salary deferrals and receive all the matching contributions available to other
employees under the Retirement Plan as a result of certain limitations in the
Retirement Plan; and


 


WHEREAS, the Company wishes to
provide such employees with an opportunity to make certain salary deferrals and
to receive certain matching contributions 
according to the terms and conditions set forth in this Plan that they
are not able to make and receive under the Retirement Plan;


                                NOW, THEREFORE, for the reasons set forth
above, the Company hereby establishes the Plan, as follows:


                1.             Name
of Plan; Effective Date.  The
Plan shall be known as the CHS 401(k) Supplemental Savings Plan.  The Plan shall be effective as of January 1,
2003.


                2.             Definitions.  As used in the Plan, the
following terms shall have the meanings set forth below:


(a)           “Account”
shall mean the Participant Account established and maintained for each
Participating Employee and Beneficiary pursuant to Section 4.A.


(b)           “Beneficiary”
shall mean (i) a person who has become eligible to participate and for whom an
Account is maintained but who has ceased to be an employee of the Company or an
affiliate of the Company, or (ii) a person entitled to benefits under the Plan
as a beneficiary of a deceased Participating Employee or as a beneficiary of a
deceased Beneficiary.


(c)           “Board”
shall mean the Board of Directors of the Company.


(d)           “Code”
shall mean the Internal Revenue Code of 1986, as amended.


 


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(e)           “Company”
shall mean CHS/Community Health Systems, Inc., a corporation organized and
existing under the laws of the State of Delaware.


(f)            “Compensation”
with respect to any Participant means wages, salaries, and fees for
professional services and other amounts received (without regard to whether or
not an amount is paid in cash) for personal services actually rendered in the
course of employment with the Company or an affiliate to the extent the amounts
are includible in gross income (including, but not limited to, commissions paid
salespersons, compensation for services on the basis of a percentage of
profits, commissions on insurance premiums, tips, bonuses, fringe benefits, and
reimbursements, or other expense allowances under a nonaccountable plan (as
described in Regulation 1.62-2(c)) and excluding the following:  (a) Employer contributions to a plan of
deferred compensation that are not includible in the Participant’s gross income
for the taxable year in which contributed, Employer contributions under a
simplified employee pension plan, or any distributions from a plan of deferred
compensation; (b) amounts realized from the exercise of a nonqualified
stock option, or when restricted stock (or property) held by the Participant
either becomes freely transferable or is no longer subject to a substantial
risk of forfeiture; (c) amounts realized from the sale, exchange or other
disposition of stock acquired under an incentive stock option; and
(d) other amounts that received special tax benefits, or contributions
made by the Employer (whether or not under a salary reduction agreement)
towards the purchase of an annuity described in Code Section 403(b) (whether or
not the amounts are actually excludable from the gross income of the
Participant)).    The annual
Compensation of each Participant taken into account under the Plan for any year
shall not exceed $200,000, as adjusted pursuant to Code Section 401(a)(17)(B).


Compensation as defined above shall be reduced by all of the following
items (even if includible in gross income): 
reimbursements or other expense allowances, fringe benefits (cash and
non-cash), moving expenses, deferred compensation and welfare benefits.  Compensation shall include all of the
following types of elective contributions and all elective contributions that
are made by the Company or an affiliate on behalf of a Participant that are not
includible in gross income under Code Sections 125, 402(e)(3), 402(h)(1)(B),
403(b), and 132(f)(4).  Compensation
shall include amounts paid during that portion of the Plan Year during which
the Employee is not eligible to participate in the Plan with respect to the
allocation of Company contributions.


 


For a Participant’s initial year of participation, Compensation shall
be recognized as of such Employee’s effective date of participation pursuant to
Section 2(j).


 


(g)           “Hour
of Service” shall mean each hour for which a Participating Employee is directly
or indirectly paid, or entitled to payment, by the Company for the performance
of duties as an employee of the Company.


(h)           “Matching Contribution” shall mean
the Company contribution made  pursuant to section 4.1(b) of the
Retirement Plan.


 


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(i)            “Normal
Retirement Age” shall mean age sixty-five (65).


(j)            “Participating
Employee” and “Participant” shall mean any person employed by the Company or
any affiliate of the Company and designated by the Retirement Committee of the
Company as a highly compensated employee under the Retirement Plan, such as
that term is defined in Code Section 414(q) and as referenced in section 1.30
of the Retirement Plan.  The Company
shall list Participating Employees from time to time in Appendix A to the
Plan.  Each Participant’s entry date
under the Retirement Plan shall also be the effective date of the Participant’s
participation in this Plan.  
Notwithstanding the preceding sentence, however, a Participant’s
participation in the Plan shall not commence until the Participant has
completed and returned to the Plan Administrator, and the Plan Administrator
has accepted, any enrollment and beneficiary designation forms as may be
required in the sole discretion of the Plan Administrator.


(k)           “Plan”
shall mean the CHS 401(k) Supplemental Savings Plan, as set forth herein, and
as may be amended from time to time.


(l)            “Plan
Administrator” shall mean the Retirement Committee of the Company.


(m)          “Plan
Year” shall mean the consecutive twelve-month period beginning January 1 and
ending December 31.


(n)           “Retirement
Plan” shall mean the Community Health Systems, Inc. 401(k) Plan, as restated
effective January 1, 2002, and as may be amended from time to time.


(o)           “Trust
Agreement” shall mean the agreement entered into between the Company and the
Trustee establishing a trust to hold and invest contributions made by
Participants and the Company under the Plan and from which all or a portion of
the amounts payable under the Plan to Participants and Beneficiaries will be
distributed.


(p)           “Trustee”
shall mean the trustee or trustees qualified and acting under the Trust
Agreement at any time.


(q)           “Valuation
Date” shall mean the last day of the Plan Year and may include any other date
or dates deemed necessary or appropriate by the Administrator for the valuation
of the Participants’ accounts during the Plan Year, which may include any day
that the Trustee, any transfer agent appointed by the Trustee or the Employer
or any stock exchange used by such agent, are open for business.


(r)            “Vested”
shall mean the nonforfeitable portion of the Account maintained on behalf of a
Participating Employee or Beneficiary.


(s)           “Year
of Service” shall mean a period of twelve (12) consecutive months during which
a Participant has not less than 500 Hours of Service with the Company or any
affiliate following the effective date of the Plan.


 


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Where necessary or appropriate to the meaning
hereof, the singular shall be deemed to include the plural, the plural to
include the singular, the masculine to include the feminine and neuter, the
feminine to include the masculine and neuter, and the neuter to include the
masculine and feminine.


                                3.             Purpose.  This Plan is created for the sole purpose of
permitting Participating Employees to accumulate additional retirement income
through a nonqualified deferred compensation plan that enables them to make
elective deferrals in excess of those permitted under the Retirement Plan and
to receive matching contributions that are precluded by the provisions of the
Retirement Plan or by applicable law. 
This Plan is intended to be unfunded and maintained by the Company
primarily for the purpose of providing deferred compensation for a select group
of management or highly compensated employees within the meaning of sections
201(2), 301(a)(3), and 401(a)(1) of the Employee Retirement Income Security Act
of 1974, as amended (“ERISA”).


                                4.             Participant
Accounts.


                                                A.            Accounts.  The
Company shall maintain a separate Account in the name of each Participating
Employee and each Beneficiary. Each Account shall be credited each Plan Year
with the amounts provided for under Sections 4.B. and 4.D. below together with
any earnings thereon.


                                                B.            Participant
Contributions to Accounts.  For
each Plan Year, each Participant may elect to defer Compensation that would
have been received in the Plan Year, but for the deferral election, up to a
maximum deferral of 6% of Compensation, less the maximum percentage or other
portion of the Participant’s Compensation that could be deferred by the
Participant for such Plan Year under the Retirement Plan.


                                                C.            Salary
Deferral Election.  A
Participant must make a  salary deferral
election (i) prior to the Plan Year in which the deferral contributions will be
made; (ii) prior to any calendar quarter of the Plan Year in which the deferral
contributions will be made; or (iii) within thirty (30) days after such
Participant becomes eligible to participate in the Plan; provided that such
election is made pursuant to Section 2(j). 
The Participant shall make such an election by entering into a written
salary reduction agreement with the Company and filing such agreement with the
Plan Administrator.  Such election shall
initially be effective beginning with the calendar quarter following the
acceptance of the salary reduction agreement by the Plan Administrator, shall
not have retroactive effect, and shall remain in force until revoked.  A Participant may not modify a prior
election during the Plan Year.  A
Participant may not prospectively revoke the Participant’s salary reduction
agreement at any time during the Plan Year. 
However, the termination of the Participant’s employment shall be deemed
to revoke any salary reduction agreement then in effect effective immediately
following the close of the pay period within which such termination occurs.


 


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                                                D.            Company
Contributions to Accounts.  For each Plan Year in which a Participant is employed on the last
day of the Plan Year and has completed 1,000 Hours of Service during the Plan
Year, the Company shall make a cash contribution to such Participant’s Account
in an amount equal to 1/3 of the lesser of (a) 6% of the Participant’s
Compensation, less the maximum percentage salary deferral available to Highly
Compensated Employees under the Retirement Plan, or (b) the actual percentage
of the Participant’s Compensation deferred under the Plan.  All such contributions for each Plan Year
shall be made no later than September 15 of the calendar year next following
the end of the Plan Year, unless the Plan Administrator has not yet finally
determined the amount of the Matching Contributions to be made for the
Participants under the Retirement Plan by such date, in which event such
contributions shall be made not later than 30 days after such Matching
Contributions are finally determined by the Plan Administrator.


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


                                                F.             Investment
of Accounts.     Investment
decisions with respect to all contribution sources shall be made by the
Participant.  Participants may, subject
to a procedure established by the Plan Administrator (the “Participant
Direction Procedures”) and applied in a uniform nondiscriminatory manner,
direct the Trustee, in writing (or in such other form which is acceptable to
the Trustee) to invest all of their accounts in specific assets, specific
funds, or other investments permitted under the Plan and the Participant
Direction Procedures.  That portion of
the interest of any Participant so directing will thereupon be considered a
Participant’s directed account.


 


(a)           As of each Valuation Date, all Participant directed
accounts shall be charged or credited with the net earnings, gains, losses, and
expenses as well as any appreciation or depreciation in the market value using
publicly-listed fair market values when available or appropriate as follows:


(1)           to
the extent that the assets in a Participant’s directed account are accounted
for as pooled assets or investments, the allocation of earnings, gains, and
losses of each Participant’s directed account shall be based upon the total
amount of funds so 


 


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invested in a manner proportionate to the
Participant’s share of such pooled investment; and


(2)           to
the extent that the assets in the Participant’s directed account are accounted
for as segregated assets, the allocation of earnings, gains, and losses from
such assets shall be made on a separate and distinct basis.


(b)           Investment directions will be processed as soon as
administratively practicable after proper investment directions are received
from the Participant.  No guarantee is
made by the Plan, Company, Plan Administrator, or Trustee that investment
directions will be processed on a daily basis and no guarantee is made in any
respect regarding the processing time of an investment direction.  Notwithstanding any other provision of the
Plan, the Company, Plan Administrator, or Trustee reserves the right to not
value an investment option on any given Valuation Date for any reason deemed
appropriate by the Company, Plan Administrator or Trustee.  Furthermore, the processing of any
investment transaction may be delayed for any legitimate business reason (including,
but not limited to, failure of systems or computer programs, failure of the
means of the transmission of data, force majeure, the failure of a service
provider to timely receive values or prices, and correction for errors or
omissions or the errors or omissions of any service provider).  The processing date of a transaction will be
binding for all purposes of the Plan and considered the applicable Valuation
Date for an investment transaction.


(c)           The Participant Direction Procedures shall provide an
explanation of the circumstances under which Participants and their
Beneficiaries may give investment instructions.  Such explanation shall include, but need not be limited to, the
following:


(1)           the
conveyance of instructions by the Participants and their Beneficiaries to
invest Participant directed accounts in directed investment options;


(2)           the
name, address and phone number of the person (and, if applicable, the person or
persons designated by such person to act on its behalf) responsible for
providing information to the Participant or a Beneficiary upon request relating
to the directed investment options;


(3)           applicable
restrictions on transfers to and from any designated investment alternative;


 


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(4)           any
restrictions on the exercise of voting, tender and similar rights related to a
directed investment option by the Participants or their Beneficiaries;


(5)           a
description of any transaction fees and expenses that affect the balances in
Participant directed accounts in connection with the purchase or sale of
directed investment options; and


(6)           general
procedures for the dissemination of investment and other information relating
to the designated investment alternatives as deemed necessary or appropriate,
including but not limited to, a description of the following:


(i)            the
investment vehicles available under the Plan, including specific information
regarding any designated investment alternative;


(ii)           any
designated investment managers; and


(iii)          a
description of the additional information that may be obtained upon request
from the fiduciary designated to provide such information.


(d)           With respect to assets in a Participant’s directed
investment account, the Participant or Beneficiary shall direct the Trustee
with regard to any voting, tender and similar rights associated with the
ownership of such assets (hereinafter referred to as the “Stock Rights”) as
follows:


(1)           each
Participant or Beneficiary shall direct the Trustee to vote or otherwise
exercise such Stock Rights in accordance with the provisions, conditions and
terms of any such Stock Rights;


(2)           such
directions shall be provided to the Trustee by the Participant or Beneficiary
in accordance with the procedure as established by the Administrator and the
Trustee shall vote or otherwise exercise such Stock Rights with respect to
which it has received directions to do so under this Section; and


(3)           to
the extent to which a Participant or Beneficiary does not instruct the Trustee
to vote or otherwise exercise such Stock Rights, such Participants or
Beneficiaries shall be deemed to have directed the Trustee that such Stock
Rights remain nonvoted and unexercised.


(e)           Any information regarding investments available under the
Plan, to the extent not required to be described in the Participant Direction
Procedures, may be provided to the Participant in one or more written


 


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documents (or in any other form including,
but not limited to, electronic media) which are separate from the Participant
Direction Procedures and are not thereby incorporated by reference into this
Plan.


(f)            The Administrator may, in its discretion, include in or
exclude by amendment or other action from the Participant Direction Procedures
such instructions, guidelines or policies as it deems necessary or appropriate
to ensure proper administration of the Plan, and may interpret the same
accordingly.


(g)           Investment decisions with respect to all contribution
sources shall be made by the Participant.


                                                F.             Forfeitures.  Forfeitures may be
used to pay any administrative expenses of the Plan.  The remaining Forfeitures, if any, may be used to reduce any
contribution of the Company required to be made under the Plan.


                                5.             Distribution
of Account.


                                                A.            Normal
Retirement Age.   At Normal
Retirement Age, a Participant shall have a fully Vested interest in the
Participant’s Account in the Plan.  The
Participant’s Account shall be distributed to or on behalf of such Participant
at such time and in such manner provided under the Plan.


                                                B.            Termination of Employment.  In the event of the termination of a
Participant’s employment, whether such termination shall occur by reason of
death, disability, retirement, or otherwise, then such Participant’s Vested
interest in the Participant’s Account in the Plan shall be determined as of the
Valuation Date. Such Vested amount shall be distributed to or on behalf of such
Participant at such time and in such manner provided under the Plan.


                                                C.            Vesting
Schedule.  A Participant
shall be fully Vested at all times in amounts attributable to the deferrals of
Compensation allocated to his Account pursuant to Section 4.B.  The contributions by the Company allocated
to the Account of the Participating Employee pursuant to Sections 4.D. and 4.E.
shall vest for each Year of Service as a Participating Employee according to
the provisions regarding vesting of Employer Contributions in Article VI of the
Retirement Plan.


                                                D.            Form of Payment.  A Participant who terminates employment for
any reason other than death or who retires at Normal Retirement Age shall be
entitled to payment of his Account balance. 
The amount of such distribution shall be the value of the Participant’s
vested Account balance as of the date of distribution.   Payment will begin within 30 days after the
occurrence of the Normal Retirement Age, termination of employment, or death.


 


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                                                E.             Death
Benefits; Beneficiary Designation; Distribution of Death Benefits.  If a Participant or Beneficiary dies prior
to receiving all of the Participant’s Account balance hereunder, then the
Participant’s Beneficiary shall become fully Vested in the Participant’s
remaining Account balance and such Account balance will be paid to the
Participant’s designated Beneficiary. 
At any time each Participant and each Beneficiary who has a right to
receive payments hereunder shall have the unrestricted right to designate the
person who, as his Beneficiary, shall receive the amount payable hereunder
after his death and the right to revoke any such designations. Each such
designation shall be evidenced by a written instrument filed with the Company
and signed by the Participant or Beneficiary who is making the designation. If
no beneficiary designation is on file with the Company at the time of the death
of a Participating Employee or Beneficiary, or if such designation is not
effective for any reason as determined by the Company, then payments under this
Section 5.E. shall be made to the estate of such Participant or Beneficiary.


                                                F.             Location
of Participant or Beneficiary Unknown.  In
the event that all, or any portion, of the distribution payable to a
Participant or his or her Beneficiary hereunder shall, at the expiration of
five (5) years after it shall become payable, remain unpaid solely by reason of
the inability of the Plan Administrator, after sending a certified letter,
return receipt requested, to the last known address, and after further diligent
effort to ascertain the whereabouts of such Participant or his or her
Beneficiary, the amount so distributable shall be forfeited.


                                6.             Spendthrift
Clause. The rights of a Participant or Beneficiary to receive
payments or benefits hereunder shall not be subject in any manner to
anticipation, alienation, sale, transfer, assignment, pledge, encumbrance,
attachment, or garnishment by creditors of the Participant or Beneficiary.  A distribution by the estate of a deceased
Participant or Beneficiary to an heir or legatee of a right to receive payments
hereunder shall not be deemed an alienation, assignment, or anticipation for
the purposes of this Section 6.


                                7.             Plan
Administration.


                                                A.            Identity and Duties of the Plan
Administrator.  The Retirement
Committee of the Company is the Plan Administrator and has the authority to
control and manage the operation and administration of the Plan. The Retirement
Committee shall make such rules, regulations, interpretations, and shall take
such other actions to administer the Plan as the Retirement Committee may deem
appropriate.  In administering the Plan,
the Retirement Committee shall act in a nondiscriminatory manner with respect
to Plan Participants and Beneficiaries. 
Whenever action is required by the Retirement Committee hereunder, the same
may be taken by any individual designated as agent for the purpose. Should it
become necessary to perform some act hereunder and there is no direction in
this Plan, the Retirement Committee shall exercise its discretion, consistently
with the purpose of this Plan, and in so acting the Retirement Committee and
its agents shall be fully protected and shall be absolved from all liability
except from liability for fraud or bad faith.


 


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                                                B.            Securing
the Payment of Plan Benefits. 
Participants have the status of general unsecured creditors of the
Company, and the Plan constitutes a mere promise by the Company to make benefit
payments in the future.  The Company
shall establish a rabbi trust for the Plan. 
The rabbi trust and any assets held by the rabbi trust to assist it is
meeting it obligations under the Plan will conform to the terms of the model
trust, as described in Revenue Procedure 92-64, as it may be amended or
modified from time to time by the Internal Revenue Service.  To the extent not provided under the rabbi
trust or other vehicle that the Company may establish at any time to provide
for the retention of benefits under the Plan, the Company will pay such
benefits from its general treasury as they come due.  It is the specific intent of the Company that the Plan constitute
an unfunded arrangement for federal income tax purposes.


                                                C.            Assets
Subject to General Creditors. 
Participants have the status of general creditors In the event of the
Company’s insolvency, all assets of the Plan shall be subject to the Company’s
general judgment creditors to the extent that the claims are enforceable under
state or federal law.  Assets will be
paid from the Company’s general treasury, or other vehicle if one exists, as
directed by a valid order from a court having competent jurisdiction.  No Participant or Beneficiary shall have any
preferred claim or beneficial ownership interest in any Plan assets, and any
rights they have under the Plan shall be mere unsecured contractual rights
against the Company.


                                8.             Amendments.  The Company reserves the right by
action of its Board to amend this Plan at any time or times. Any amendment that
is necessary to bring this Plan into conformity with applicable government laws
or regulations may be made retroactively to the extent permitted by law.


                                9.             Termination
of Plan.  The Company shall
have the right to terminate this Plan, subject to the provisions of this
Section 9.  In the event the Plan is
terminated, it shall be frozen pending the distribution of all of the Accounts
of Participants and Beneficiaries.  Upon
termination of the Plan, with or without formal action by the Company, each
Participant shall become fully Vested in the Participant’s Account and each
Participant or Beneficiary will continue to receive allocations of earnings
until the Account is paid in full to the Participant or Beneficiary.  No future contributions will be made to the
Account of such Participant or Beneficiary under Section 4.


                                10.
         Rights of Participants.  Participating in this Plan shall
not give any Participant any right to be retained in the service of the Company
or any right or claim to any benefits hereunder unless such benefits have
accrued under the terms and provisions of this Plan.


                                11.          Claims
Procedure.  The Company shall
develop and institute a claims procedure under which Participants and
Beneficiaries shall be notified of steps to be taken in connection with
obtaining benefits under the Plan. Said claims procedure shall be adequately
described, in writing, shall provide for a full and fair review of denied


 


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benefits, and shall contain such other provisions as
determined in the discretion of the Company.


 


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                                SIGNED this ___ day
of _______________, 200__, to be effective as of the 1st day of
January, 2003.


 


 


	
  CHS/COMMUNITY
  HEALTH SYSTEMS, INC.

  
	
  By:

  	
   

  
	
  Title:

  	
   

  



 


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APPENDIX A


 


Participating Employees


 


The following are the Participants in the Plan as of January 1, 2003:


 


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