EX-10.1







Exhibit 10.1




LifePoint Hospitals, Inc.




Change in Control Severance Plan and




Summary Plan Description




Effective June 1, 2002

As Amended and Restated December 10, 2008





 









 








LifePoint Hospitals, Inc.

Change in Control Severance Plan and

Summary Plan Description




table of contents




	 	 	 	 	 	 	 
	 	 	 	 	Page	 
	Introduction	 	 	1	 
	 
	 	 	 	 	 	 
	Section 1
	 	Definitions	 	 	1	 
	 
	 	 	 	 	 	 
	Section 2
	 	General; Authority of Administrator	 	 	2	 
	 
	 	 	 	 	 	 
	Section 3
	 	What Benefits Are Provided Under the Plan?	 	 	2	 
	 
	 	 	 	 	 	 
	Section 4
	 	How Do I Become Eligible to Receive Benefits?	 	 	7	 
	 
	 	 	 	 	 	 
	Section 5
	 	How Do I Make a Claim for Benefits?	 	 	8	 
	 
	 	 	 	 	 	 
	Section 6
	 	Can I Lose My Plan Benefits?	 	 	8	 
	 
	 	 	 	 	 	 
	Section 7
	 	What Are My Rights if My Claim for Benefits Is Denied?	 	 	8	 
	 
	 	 	 	 	 	 
	Section 8
	 	May I Assign My Rights Under This Plan?	 	 	10	 
	 
	 	 	 	 	 	 
	Section 9
	 	What Events Can Cause the Plan To Be Changed or Terminated?	 	 	10	 
	 
	 	 	 	 	 	 
	Section 10
	 	Additional Information	 	 	10	 
	 
	 	 	 	 	 	 
	Section 11
	 	What Are My Rights Under ERISA?	 	 	10	 
	 
	 	 	 	 	 	 
	Section 12
	 	Summary of Plan Information	 	 	11	 
	 
	 	 	 	 	 	 
	Exhibit A
	 	Eligible Employees	 	 	14	 







 









 








LifePoint Hospitals, Inc.

Change in Control Severance Plan and

Summary Plan Description




Introduction




     This document is dated December 10, 2008 (the “Effective Date) and is a summary of your
benefits, rights and obligations under the LifePoint Hospitals, Inc. Change in Control Severance
Plan (the “Plan”) maintained by LifePoint Hospitals, Inc., a Delaware corporation and its
successors and assigns (the “Company”). This document is intended to comply with both the summary
plan description and the written plan requirements of ERISA (as hereinafter defined) and the
regulations issued under ERISA by the United States Department of Labor.



1. Definitions




     1.1 “Administrator” or “Plan Administrator” means a committee (a) determined
at the time the Change in Control and (b) consisting of the Company’s then-sitting chief executive
officer, executive vice president and chief legal officer, executive vice president and chief
administrative officer (and any other individuals appointed to the committee by the chief executive
officer).



     1.2 “Affiliate” means the Company and all corporations, limited liability companies,
general or limited partnerships, trusts and other entities that are members, with the Company, of a
controlled group of corporations or a group of trades or businesses under common control under
Sections 414(b) and (c) of the Internal Revenue Code and, except for indirect or direct
subsidiaries of the Company, that have been approved by the Company in a writing that identifies
the entity as an “Affiliate” hereunder. Notwithstanding the foregoing, the term Affiliate
specifically means and refers to, without limitation, LifePoint CSLP, LLC, a Delaware limited
liability company, LifePoint Corporate Services General Partnership, a general partnership
organized under the laws of the State of Delaware, LifePoint CSGP, LLC, a Delaware limited
liability Company, and LifePoint RC, Inc., a Delaware corporation, and the successors and assigns
of each such entity.



     1.3 “Annual Pay” means, with respect to any Eligible Employee, the aggregate of:



          (a) the annual (i.e., not prorated), base compensation payable to an Eligible Employee,
provided that such amount shall not be less than the highest rate of annual, base compensation
payable to such Eligible Employee (a) at the time of a Change in Control or (b) during all or any
portion of the six month period immediately prior to a Change in Control that gives rise to payment
of Benefits to the Eligible Employee hereunder, whichever amount is greater; and




          (b) the entire (i.e., not prorated) target cash bonus amount most recently established prior
to the Change in Control that gives rise to payment of Benefits to the Eligible Employee hereunder
and which an Eligible Employee would be eligible to receive in the year in which the Change in
Control occurs, assuming that any and all conditions to the payment of such target cash bonus were
satisfied, whether or not such conditions were actually satisfied.




     1.4 “Benefit” means the payments, benefits and other rights created in favor of
Eligible Employees under this Plan.



     1.5 “Category One” means and refers to a group of Employees identified on Exhibit
A hereto by reference to their job titles or to their pay grades within the Company’s internal
corporate salary structure.



 









 





     1.6 “Category Two” means and refers to a group of Employees identified on Exhibit
A hereto by reference to their job titles or to their pay grades within the Company’s internal
corporate salary structure.



     1.7 “Change in Control” shall have the meaning specified in Section 12 of the
LifePoint Hospitals, Inc. 1998 Long-Term Incentive Plan, as the same is in effect on the Effective
Date.



     1.8 “Eligible Employee” means an Employee who satisfies the eligibility requirements
set forth in Section 4 of this document and who is employed immediately prior to a Change in
Control in a position within Category One or Category Two. However, the term Eligible Employee
shall not mean or refer to an Employee who is subject to a written employment agreement (manually
signed by such Employee) with the Company or any of its Affiliates which written employment
agreement expressly provides that such Employee is not eligible to participate in this Plan.



     1.9 “Employee” means a person who works for the Company or an Affiliate for pay or
financial compensation.



     1.10 “ERISA” means the Employee Retirement Income Security Act of 1974, as amended.



     1.11 “Successor Employer” means a person or entity that acquires all or any part of
the Company through purchase of assets, purchase of stock, trade of assets or stock, spin-off,
merger or acquisition in a transaction that is a Change in Control, or a person or entity that
acquires control of the Company in any similar type of transaction or any person or entity that,
immediately after a Change in Control, owns or controls all or any portion of the business
conducted or assets owned by the Company (by or through its Affiliates or subsidiaries) immediately
prior to such Change in Control or that owns or controls any of the ownership interests (or shares)
of the Company issued and outstanding immediately prior to the Change in Control (or any ownership
interests or shares issued by any person or entity in exchange for or in replacement of any of the
ownership interests (or shares) of the Company issued and outstanding immediately prior to the
Change in Control).



2. General; Authority of Administrator




     2.1 The Plan has been established to provide benefits to Eligible Employees, on the terms of
and pursuant to this document. The benefit received by any Eligible Employee under the Plan is
calculated without regard to the actual period of unemployment of any such Eligible Employee
following a Change in Control, if any.



     2.2 This document constitutes the entire written Plan. Any oral or other written expressions
of the Plan or related to the Plan or its subject matter are completely superseded by this
document. This Plan may not be amended, revised or altered in any way, in whole or in part, except
by a formal, written Plan amendment that is properly authorized, executed and delivered by the
Company, or pursuant to a written modification authorized under Section 9 of this Plan.



     2.3 The Administrator may delegate any of its duties or authorities to any person or entity.
Subject to Section 7 hereof, the Administrator has the authority to make all decisions under the
Plan, including making determinations about eligibility, and the amounts of Benefits payable, under
the Plan and interpreting all Plan provisions.



3. What Benefits Are Provided Under the Plan




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     3.1 Severance Benefits: Eligible Employees who satisfy the conditions of Section 4
shall be entitled to the severance benefits described in this Section 3.1. Each such Eligible
Employee shall be entitled to:



          (a) Be paid a lump sum cash payment equal in amount to the following:




               (1) For each Employee in Category One, 300% of his or her Annual Pay.



               (2) For each Employee in Category Two, 150% of his or her Annual Pay.



               (3) With respect to any Eligible Employee who is subject to a written employment agreement
(manually signed by such Employee) with the Company or any Affiliate other than this Plan (the
“Other Plan”), if the Other Plan provides (immediately prior to a Change in Control) that,
following a Change in Control, a cash payment shall be made to such Eligible Employee, then the
amount of the payment shall be the greater of the payment provided for in this Section 3.1(a) or
the cash payment specified in the Other Plan. The timing of such payment shall be the earlier of
the date for such payment stated in the Other Plan or the date upon which such Eligible Employee
would be entitled to receive a payment under Section 3.1(a)(1) or 3.1(a)(2) if he or she were not
covered by the Other Plan.



          (b) Continue to participate — on an individual or family basis, as applicable, and at no
greater cost (whether in premiums, out-of-pocket payments, deductibles, or otherwise) — in the
medical, life, disability and similar welfare benefit plans that were offered to similarly situated
employees of the Company immediately prior to the Change in Control (or in other plans that
provide, on a plan by plan basis, equivalent or better terms and coverage) for the period that
corresponds to the Eligible Employee’s position noted below:




               (1) For each Employee in Category One, 12 months.



               (2) For each Employee in Category Two, six months.


Such participation may be pursuant to the continuation coverage rights of Eligible Employees
pursuant to Part 6 of Title I of ERISA (“COBRA”) or the Company, an Affiliate or a Successor
Employer may provide such benefits directly through the purchase of insurance or otherwise. If
benefits are provided pursuant to COBRA continuation rights, the Company, an Affiliate or a
Successor Employer, as the case may be, shall waive all premiums that would otherwise be due from
the Eligible Employee at the time of severance. Notwithstanding this Section 3.1(b), with respect
to any Eligible Employee who is covered by the Other Plan, the medical, life, disability and
similar welfare benefits provided to such Eligible Employee — on an individual or family basis, as
applicable — shall be the greater of those otherwise provided in this Section 3.1(b) or those
specified in the Other Plan.




          (c) Reasonable attorney’s fees and costs incurred in making a claim for Benefits, including
all costs of arbitration, mediation, or litigation.




     3.2 Additional Payments For Certain Tax Liabilities. If it is determined that any
payment or distribution by or on behalf of the Company to or for the benefit of an Eligible
Employee (whether paid or payable or distributed or distributable pursuant to the terms of this
Plan or otherwise, but determined without regard to any additional payments required under this
Section 3.2) (a “Payment”) would be subject to the excise tax imposed by section 4999 of the Code,
or any interest or penalties are incurred by an Eligible Employee with respect to such excise tax
(such excise tax, together with any such interest and penalties, are hereinafter collectively
referred to as the “Excise Tax”), the Eligible Employee shall be entitled to receive an additional
payment (a “Gross-Up Payment”) in an amount such that after payment by Eligible Employee of all
taxes (including any interest or penalties imposed with respect to such taxes), including, without
limitation, any income taxes (and any interest and penalties imposed



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with respect thereto) and
Excise Tax imposed upon the Gross-Up Payment, Eligible Employee retains an amount of the Gross-Up Payment
equal to the Excise Tax imposed upon the Payments, subject to the following:



          (a) Subject to the provisions of Section 3.2(b), all determinations required to be made under
this Section, including whether and when a Gross-Up Payment is required and the amount of such
Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be
made by a nationally recognized accounting firm or a law firm selected by the Company (the “Tax
Firm”) as of the date immediately prior to the Change in Control, provided, however, that the Tax
Firm shall not determine that no Excise Tax is payable by an Eligible Employee unless it delivers
to the Eligible Employee a written opinion (the “Tax Opinion”) that failure to pay the Excise Tax
and to report the Excise Tax and the payments potentially subject thereto on or with the Eligible
Employee’s applicable federal income tax return will not result in the imposition of an
accuracy-related or other penalty on the Eligible Employee. In the event that the Tax Firm is
serving as accountant or auditor for the Company, an Affiliate or a Successor Employer, an Eligible
Employee may appoint another nationally recognized public accounting firm to make the
determinations required hereunder (which accounting firm shall then be referred to as the Tax Firm
hereunder). All fees and expenses of the Tax Firm shall be borne solely by the Company. Within 15
business days of the receipt of notice from the Eligible Employee that there has been a Payment, or
such earlier time as is requested by the Company, the Tax Firm shall make all determinations
required under this Section, shall provide to the Company and the Eligible Employee a written
report setting forth such determinations, together with detailed supporting calculations, and, if
the Tax Firm determines that no Excise Tax is payable, shall deliver the Tax Opinion to the
Eligible Employee. Any Gross-Up Payment, as determined pursuant to this Section, shall be paid by
the Company to the Eligible Employee within 15 days of the receipt of the Tax Firm’s determination.
Subject to the remainder of this Section, any determination by the Tax Firm shall be binding upon
the Company and the Eligible Employee; provided, however, that the Eligible Employee shall only be
bound to the extent that the determinations of the Tax Firm hereunder, including the determinations
made in the Tax Opinion, are reasonable and reasonably supported by applicable law. As a result of
the uncertainty in the application of section 4999 of the Code at the time of the initial
determination by the Tax Firm hereunder, it is possible that Gross-Up Payments which will not have
been made by the Company should have been made (“Underpayment”), consistent with the calculations
required to be made hereunder. In the event that it is ultimately determined in accordance with the
procedures set forth in Section 3.2(b) that an Eligible Employee is required to make a payment of
any Excise Tax, the Tax Firm shall reasonably determine the amount of the Underpayment that has
occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of
the Eligible Employee. In determining the reasonableness of Tax Firm’s determinations hereunder,
and the effect thereof, the Eligible Employee shall be provided a reasonable opportunity to review
such determinations with Tax Firm and the Eligible Employee’s tax counsel. Tax Firm’s
determinations hereunder, and the Tax Opinion, shall not be deemed reasonable until the Eligible
Employee’s reasonable objections and comments thereto have been satisfactorily accommodated by Tax
Firm.




          (b) The Eligible Employee shall notify the Company in writing of any claims by the Internal
Revenue Service that, if successful, would require the payment by the Company of the Gross-Up
Payment. Such notification shall be given as soon as practicable but no later than 30 calendar days
after the Eligible Employee actually receives notice in writing of such claim and shall apprise the
Company of the nature of such claim and the date on which such claim is requested to be paid;
provided, however, that the failure of the Eligible Employee to notify the Company of such claim
(or to provide any required information with respect thereto) shall not affect any rights granted
to an Eligible Employee under this Section except to the extent that the Company is materially
prejudiced in the defense of such claim as a direct result of such failure. The Eligible Employee
shall not pay such claim prior to the expiration of the 30-day period following the date on which
he gives such notice to the Company (or such shorter period ending on the date that any payment of
taxes with respect to such claim is due). If the Company notifies the Eligible Employee in writing
prior to the expiration of such period that it desires to contest such claim, the Eligible Employee
shall:




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               (1) give the Company any information reasonably requested by the Company relating to
such claim;




               (2) take such action in connection with contesting such claim as the Company shall
reasonably request in writing from time to time, including, without limitation, accepting
legal representation with respect to such claim by an attorney selected by the Company and
reasonably acceptable to the Eligible Employee;




               (3) cooperate with the Company in good faith in order effectively to contest such
claim; and




               (4) if the Company elects not to assume and control the defense of such claim, permit
the Company to participate in any proceedings relating to such claim;


provided, however, that the Company shall bear and pay directly all costs and expenses (including
additional interest and penalties) incurred in connection with such contest and shall indemnify and
hold the Eligible Employee harmless, on an after-tax basis, for any Excise Tax or income tax
(including interest and penalties with respect thereto) imposed as a result of such representation
and payment of costs and expenses. Without limiting the foregoing provisions of this Section, the
Company shall have the right, at its sole option, to assume the defense of and control all
proceedings in connection with such contest, in which case it may pursue or forego any and all
administrative appeals, proceedings, hearings and conferences with the taxing authority in respect
of such claim and may either direct Eligible Employee to pay the tax claimed and sue for a refund
or contest the claim in any permissible manner, and the Eligible Employee shall prosecute such
contest to a determination before any administrative tribunal, in a court of initial jurisdiction
and in one or more appellate courts, as the Company shall determine; provided, however, that if the
Company directs the Eligible Employee to pay such claim and sue for a refund, the Company shall
advance the amount of such payment to the Eligible Employee, on an interest-free basis and shall
indemnify and hold the Eligible Employee harmless, on an after-tax basis, from any Excise Tax or
income tax (including interest or penalties with respect thereto) imposed with respect to such
advance or with respect to any imputed income with respect to such advance; and further provided
that any extension of the statute of limitations relating to payment of taxes for the taxable year
of the Eligible Employee with respect to which such contested amount is claimed to be due is
limited solely to such contested amount. Furthermore, the Company’s right to assume the defense of
and control the contest shall be limited to issues with respect to which a Gross-Up Payment would
be payable hereunder and the Eligible Employee shall be entitled to settle or contest, as the case
may be, any other issue raised by the Internal Revenue Service or any other taxing authority.




          (c) If, after the receipt by an Eligible Employee of an amount advanced by the Company
pursuant to Section 3.2(a), the Eligible Employee becomes entitled to receive any refund with
respect to such claim, the Eligible Employee shall promptly pay to the Company the amount of such
refund (together with any interest paid or credited thereon after taxes applicable thereto). If,
after the receipt by the Eligible Employee of an amount advanced by the Company pursuant to Section
3.2(a), a determination is made that Eligible Employee is not entitled to a refund with respect to
such claim and the Company does not notify the Eligible Employee in writing of its intent to
contest such denial of refund prior to the expiration of 60 days after such determination, then
such advance shall, to the extent of such denial, be forgiven and shall not be required to be
repaid and the amount of forgiven advance shall offset, to the extent thereof, the amount of
Gross-Up Payment required to be paid.




     3.3 Schedule of Payments. Subject to paragraph 3.3(a), the Company, an Affiliate or a
Successor Employer shall pay all cash Benefits described in Section 3.1(a) in a lump sum within 30
days of the Eligible Employee’s termination of employment with the Company or, if applicable, an
Affiliate or Successor Employer.



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Subject to paragraph 3.3(c), Benefits described in Section 3.1(b) shall
be provided by the Company, an Affiliate or a Successor Employer under the terms of the applicable
benefit plans. Subject to paragraph 3.3(c), Benefits described in Section 3.1(c) shall be paid by
the Company, an Affiliate or a Successor Employer within 10 days of notice given by the Eligible
Employee of the amount of costs and expenses that have been incurred that are due to a third-party.
Subject to paragraph 3.3(c), the Benefits described in Section 3.2 shall be paid by the Company or
a Successor Employer in accordance with the procedures described in Section 3.2. The
provisions of this Plan and any payments made herein are intended to comply with, and should be
interpreted consistent with, the requirements of Section 409A of the Code. The time or schedule of
payments to which the Eligible Employee is entitled under this Agreement may be accelerated at any
time that this Plan fails to meet the requirements of Section 409A of the Code and any such payment
will be limited to the amount required to be included in the Eligible Employee’s income as a result
of the failure to comply with Section 409A of the Code. Accordingly, the following additional
rules apply:



          (a) If an Eligible Employee is a “specified employee” (as determined under the Company’s
policy for identifying specified employees) on the date of his or her “separation from service”
(within the meaning of Section 409A of the Code) and if any portion of the cash Benefits
described in Section 3.1(a) would be considered “deferred compensation” under Section 409A of
the 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 separation pay under
Treasury Regulation Section 1.409A-1(b)(9)(iii) or Section 1.409A-1(b)(9)(v)) shall be paid on the
first business day after the date that is six months following the Eligible Employee’s termination
of employment. 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 of employment occurs) on all payments
that would have been paid to the Eligible Employee had this delay provision not applied to the
Eligible Employee and shall be paid with the first payment after such six-month period.
Notwithstanding the foregoing, payments delayed pursuant to this six-month delay requirement shall
commence earlier in the event of the Eligible Employee’s death prior to the end of the six-month
period.




          (b) Any Gross-up Payment or other reimbursements under Section 3.2 hereof that would
be considered “deferred compensation” under Section 409A of the Code will only be paid to
the extent such payments would not result in taxation pursuant to Section 409A and shall be paid in
a manner consistent with Treasury Regulation Section 1.409A-3(i)(1)(vi), including the requirements
that (i) any such amounts be paid no later than the last day of the calendar year following the
calendar year in which the Eligible Employee or the Company remits the applicable taxes and (ii)
with respect to any such payments relating to a tax audit or litigation addressing the existence or
amount of a tax liability, any such amounts be paid by the end of the calendar year following the
calendar year in which the taxes that are the subject of the audit or litigation are remitted to
the taxing authority, or where as a result of such audit or litigation no taxes are remitted, the
end of the calendar year following the calendar year in which the audit is completed or there is a
final and nonappealable settlement or other resolution of the litigation.




          (c) To the extent any reimbursements or in-kind benefits due to the Eligible Employee under
this Plan constitute “deferred compensation” under Section 409A of the Code, any such
reimbursements or in-kind benefits shall be paid to the Eligible Employee in a manner consistent
with Treas. Reg. Section 1.409A-3(i)(1)(iv), including its requirement that the amount of expenses
reimbursable or in-kind benefits provided during a year may not affect the expenses eligible for
reimbursement or in-kind benefits provided in any other year and that any reimbursement be made on
or before the last day of the year in which the expense was incurred.




          (d) Notwithstanding anything to the contrary in this Plan, any reference to “termination”
of the Eligible Employee’s employment for any reason shall refer to a termination of
employment which constitutes a “separation from service” within the meaning of Section
409A of the Code.




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SECTION 4 How Do I Become Eligible to Receive Benefits?



You will become entitled to Benefits under the Plan if you are an Eligible Employee and, following
the occurrence of a Change in Control, you satisfy any one of the conditions described below in
this Section 4. Subject to Section 7 hereof, determinations of eligibility for Benefits are made
by the Administrator and all decisions as to eligibility, the availability of Benefits under the
Plan or the interpretation of the Plan’s provisions shall be made by the Administrator.
Notwithstanding anything in this Plan to the contrary, such decisions shall be final, binding and
conclusive on the Company and any Successor Employer.




     4.1 You are not offered employment by the Company, an Affiliate or a Successor Employer that
is substantially equivalent to the position you held with the Company immediately prior to the
Change in Control.



               (a) “Substantially equivalent,” as used in this Section 4, means an employment position that
is the same or better than the position to which it is being compared.



               (b) Without limiting the generality of the forgoing, a position is not substantially
equivalent unless:




               (1) The annual, base cash compensation offered to the Eligible Employee at issue is the
same or greater than the Eligible Employee earned immediately prior to the Change in
Control; and




               (2) The target bonus offered to the Eligible Employee at issue is the same or greater
than the target bonus in effect for such Eligible Employee immediately prior to the Change
in Control, the target bonus offered is payable in cash on not less than an annual basis,
and any conditions placed upon the payment of such target bonus shall be no more difficult
to achieve than those, if any, in effect for such Eligible Employee immediately prior to the
Change in Control; and




               (3) Deferred compensation, incentive and equity compensation, and health and welfare
benefits are, in the aggregate, equivalent to or better than those provided immediately
prior to the Change in Control and any successor health and welfare coverage waives all
pre-existing condition limitations and waiting periods; and




               (4) The position does not require the Eligible Employee to relocate or to commute more
than 30 miles each way to the place of employment; and




               (5) The position’s title, position or primary responsibilities under this Agreement
remain the same.


Additionally, a position is not substantially equivalent if such position is determined not to be
substantially equivalent by the Administrator.




     4.2 Your employment with the Company or, as applicable, an Affiliate or a Successor Employer
is involuntarily terminated within 18 months following a Change in Control for any reason other
than cause. For this purpose, termination for “cause” means that your employment was involuntarily
terminated because, after the Change in Control, the Administrator determines that: (i) you are
convicted of a felony that adversely affects the reasonable business interests of the Company, (ii) you committed an act of
fraud or embezzlement against the Company, any of its Affiliates or a Successor Employer that
adversely affects the reasonable business interests of the Company or any of its Affiliates, or
(iii) you intentionally neglect the fundamental responsibilities of your employment, and such
neglect remains uncorrected for more than 30 days following written notice from the Company
detailing the acts of neglect.



7









 





     4.3 You voluntarily terminate employment within 18 months following a Change in Control
because your employment with the Company or, as applicable, an Affiliate or a Successor Employer,
is modified such that your position is no longer “substantially equivalent” (as described in
Section 4.1) to the position you held immediately prior to the time of the Change in Control.
Prior to voluntarily terminating your employment pursuant to Section 4.3 you may, but are not
required to, obtain a determination from the Administrator as to whether your employment with the
Company or, as applicable, an Affiliate or a Successor Employer, is modified such that your
position is no longer “substantially equivalent”.



SECTION 5 How Do I Make a Claim for Benefits?



Subject only to Section 7 of this document, no Eligible Employee is obligated to make any claim for
Benefits under this Plan. Subject only to Section 7 of this document, the fact that an Eligible
Employee does not make a claim for Benefits under this Plan is in no way relevant to whether such
Eligible Employee has a right to receive Benefits under this Plan. If your Benefits are not
automatically paid to you in accordance with Section 3.3, you may file a request for Benefits in
writing with the Administrator.




SECTION 6 Can I Lose My Plan Benefits?



Generally, you will not be entitled to Plan Benefits if you do not satisfy the eligibility
requirements and conditions stated in Section 4. You will not have to repay any Benefits to the
Company if following termination of employment you become employed by the Company or an Affiliate
after Benefits are paid.




SECTION 7 What Are My Rights if My Claim for Benefits Is Denied?



If an Employee seeks Benefits under this Plan (the “Claimant”) by proving a written request to the
Administrator, then the Administrator shall determine, within 30 days after receiving such written
request, whether the Claimant is entitled to receive such Benefits. If Administrator determines
that the Claimant is entitled to Benefits, then the Benefits shall be paid or provided in the
manner set forth in this Plan. If, however, the Administrator determines that the Claimant is not
entitled to Benefits, then the Administrator shall so notify the Claimant in writing within the
preceding 30 day period (the “First Notice of Denial”), unless exceptional circumstances require an
extension of time in order for the Administrator to fully consider Claimant’s requests for
Benefits. No such extension may exceed 30 days. If the Administrator does not timely provide the
First Notice of Denial, then the Claimant’s request for Benefits shall be deemed to have been
denied by the Administrator, the Claimant shall be deemed to have received a First Notice of
Denial, and shall be entitled to seek review of the First Notice of Denial as set forth below. If
the Administrator does not provide the First Notice of Denial, but does not determine that the
Claimant is entitled to Benefits, then the Claimant shall be entitled to seek a judicial
determination of his or her rights under this Plan by bringing an action in any court of competent
jurisdiction.




     7.1 The First Notice of Denial to the Claimant shall state:




     (a) The specific reasons for the denial;




     (b) Specific references to pertinent provisions of the Plan on which the denial was
based;




     (c) If applicable, a description of any additional material or information needed for
the Claimant to perfect his or her claim and an explanation of why the material or
information is needed;



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     (d) That the Claimant is entitled to (i) a reconsideration of such denial if Claimant
provides a written request for the same to the Administrator within 180 days after the
Claimant receives the First Notice of Denial (the “First Reconsideration Request”), (ii)
review pertinent Plan documents, and (iii) submit to the Administrator any information that
the Claimant believes may be relevant to the determination of whether the Claimant is
entitled to receive Benefits; and




     (e) The mailing address of the Administrator.



     7.2 If the Claimant timely submits a First Reconsideration Request, then the Administrator
shall reconsider its initial decision that the Claimant is not entitled to Benefits and then make a
second determination regarding whether the Claimant is entitled to Benefits (the “Second
Determination”). The Second Determination shall be made within 30 days after a First
Reconsideration Request is received, unless exceptional circumstances require an extension of time
in order for the Administrator to fully consider the First Reconsideration Request. No such
extension may exceed 30 days.



          Regarding each First Reconsideration Request, the Administrator shall advise the Claimant in
writing of:





     (a) The Second Determination;




     (b) If the Second Determination is adverse to the Claimant, the
specific reasons for the Second Determination; and




     (c) If the Second Determination is adverse to the Claimant, the
specific provisions of the Plan on which such Second Determination is based.


If the Administrator does not timely provide the Second Determination, then the Claimant’s request
for Benefits shall be deemed to have been denied by the Administrator, the Claimant shall be deemed
to have received a Second Determination, and the Claimant shall be entitled to seek judicial review
of such Second Determination by bringing an action in any court of competent jurisdiction. If the
Administrator does not provide the Second Determination, but does not determine that the Claimant
is entitled to Benefits, then the Claimant shall be entitled to seek a judicial determination of
his or her rights under this Plan by bringing an action in any court of competent jurisdiction.




     7.3 Notwithstanding any statement contained in this Plan to the contrary, each and every
Employee is entitled to bring an action in a court of competent jurisdiction to determine or
enforce his or her rights under the Plan. It is not the intention of any provision of this Plan to
imply that a court of competent jurisdiction should give any deference to any determination of the
Administrator with respect to any claim for Benefits hereunder.



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SECTION 8 What rights are assignable under the Plan?



You may not assign your rights under the Plan. In the case of any transaction that would result a
Change in Control, the Company shall be required to provide that any Successor Employer to
expressly and unconditionally to assume and agree to perform the Company’s obligations under this
Plan, in the same manner and to the same extent that the Company would be required to perform if no
such succession had taken place. This Plan and all rights of an Eligible Employee hereunder shall
inure to the benefit of and be enforceable by the Eligible Employee’s personal or legal
representatives, executors, administrators, successors, heirs, distributees, devisees and legatees.




SECTION 9 What Events Can Cause the Plan To Be Changed or Terminated?



The Company may terminate or amend the Plan in its sole discretion at any time prior to a Change in
Control. Once a Change in Control occurs, no amendment or termination will be effective with
respect to an Eligible Employee unless he or she consents to such amendment in writing after
consultation with legal counsel. Moreover, after a Change in Control, the identity of the
Administrator may not be changed by an amendment without the express written consent of a majority
of individuals who are or will become Eligible Employees as a result of the Change in Control.



In compliance with Section 402(b)(3) of ERISA, the Company must comply with the following procedure
before any termination or amendment to the Plan is effective:




     9.1 The Plan may only be modified or terminated by a written amendment that is authorized by
the Company.



     9.2 The Company’s authorization of the amendment must be evidenced by one of the following:
(1) a resolution of the board of directors; (2) execution of the amendment by the chief executive
officer, president or secretary; or (3) ratification of the amendment by either a resolution of the
board of directors or written confirmation of ratification by the chief executive officer,
president or secretary.



     9.3 Written or verbal notice of the amendment must be provided to the Administrator and the
Company’s Chief Executive Officer.



     9.4 Notice of the amendment must be provided to all Eligible Employees at least 30 days prior
to the effective date of the amendment.


Oral amendments and modifications of this Plan are not effective. All amendments and modifications
must be in writing and signed as provided above to be effective.




SECTION 10 Additional Information



This Plan does not give you any rights to any particular assets of the Company.



Cash amounts paid under a severance plan are generally considered taxable income to the recipient.




SECTION 11 What Are My Rights Under ERISA?



As a participant in the Plan, you are entitled to certain rights and protections under ERISA. ERISA
provides that all Plan participants shall be entitled to:




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Examine, without charge, at the Plan Administrator’s office and at other specified locations, all
Plan documents, including insurance contracts, and copies of all documents filed by the Plan with
the U.S. Department of Labor, such as detailed annual reports and plan descriptions.



Obtain copies of all Plan documents and other Plan information upon written request to the Plan
Administrator. The Plan Administrator may make a reasonable charge for the copies.



Receive a summary of the Plan’s annual financial report. The Plan Administrator is required by law
to furnish each participant with a copy of this summary annual report.



In addition to creating rights for Plan participants, ERISA imposes duties upon the people who are
responsible for the operation of the employee benefit Plan.



The people who operate your Plan, called “fiduciaries” of the Plan, have a duty to do so prudently
and in the interest of you and other Plan participants and beneficiaries.



No one, including the Company or any other person, may fire you or otherwise discriminate against
you in any way to prevent you from obtaining a benefit under this Plan or from exercising your
rights under ERISA.



If a claim for a Benefit is denied in whole or in part, you must receive a written explanation of
the reason for the denial. You have the right to have the Plan Administrator review and reconsider
your claim.



Under ERISA, there are steps you can take to enforce the above rights. For instance, if you request
materials from the Plan and do not receive them within 30 days, you may file suit in a federal
court. In such a case, the court may require the Plan Administrator to provide the materials and
pay you up to $100 a day until you receive the materials, unless the materials were not sent
because of reasons beyond the control of the Administrator.



If you have a claim for benefits that is denied or ignored, in whole or in part, you may file suit
in a state or federal court. If it should happen that Plan fiduciaries misuse the Plan’s money or
if you are discriminated against for asserting your rights, you may seek assistance from the U.S.
Department of Labor or you may file suit in a federal court. The court will decide who should pay
court costs and fees. If you lose, the court may order you to pay these costs and fees, for
example, if it finds your claim is frivolous.



If you have any questions about your Plan, you should contact the Plan Administrator.



If you have any questions about this statement or about your rights under ERISA, you should contact
the nearest Area Office of the U.S. Labor-Management Services Administration, Department of Labor.




SECTION 12 Summary of Plan Information



Name of Plan:         LifePoint Hospitals, Inc. Change in Control Severance Plan



Name and Address of the Company:



LifePoint Hospitals, Inc.

103 Powell Court

Suite 200

Brentwood, TN 37027





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Who Pays for the Plan:          The cost of the Plan is paid entirely by the Company.




The Company’s Employer Identification No.: 20-1538254




Plan Number: 510




Plan Year: January 1 to December 31



Plan Administrator, Name, Address and Telephone No.:



Administrator

LifePoint Hospitals, Inc. Change in Control Severance Plan

c/o Chief Executive Officer

LifePoint Hospitals, Inc.

103 Powell Court

Suite 200

Brentwood, TN 37027

615-372-8500



Agent for Service of Legal Process on the Plan:



Chief Executive Officer of the Company or the Plan Administrator.




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     IN WITNESS WHEREOF, LifePoint Hospitals, Inc. acting through the undersigned authorized
representative, has executed this amended and restated Plan on the 10th day of December, 2008, to
be effective as of December 10, 2008.



	 	 	 	 	 	 	 
	 	 	LifePoint Hospitals, Inc.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 

	 	Its:	 	 	 	 
	 

	 	 	 	 

	 	 






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