Exhibit
10(a)


 


INDEMNIFICATION AGREEEMENT


 


THIS INDEMNIFICATION AGREEMENT, dated as of             ,
20   is made by and between TENET HEALTHCARE CORPORATION, a Nevada
corporation (the “Company”), and                
(“Indemnitee”).


 


WHEREAS, it is essential to the Company to retain
and attract as directors and officers the most capable persons available;


 


WHEREAS, Article X of the Company’s Amended and
Restated Bylaws authorizes the Company to enter into agreements with directors
and officers providing for indemnification to the fullest extent permitted by
Nevada law;


 


WHEREAS, Section 78.752 of the Nevada Revised
Statutes authorizes the Company to purchase and maintain insurance or make
other financial arrangements on behalf of any person who is or was a director,
officer, employee or agent of the Company, or is or was serving at the request
of the Corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise for any
liability or expenses incurred by such person in such capacity;


 


WHEREAS, Indemnitee is a director or officer of the
Company;


 


WHEREAS, both the Company and Indemnitee recognize
the increased risk of litigation and other claims being asserted against
directors and officers of corporations; and


 


WHEREAS, in recognition of Indemnitee’s need for
substantial protection against personal liability and in order to induce
Indemnitee to serve or continue to serve the Company, the Company wishes to
provide Indemnitee with the benefits contemplated by this Agreement including,
without limitation, the indemnification of and the payment of expenses in
advance of the final disposition of a potentially indemnifiable claim to
Indemnitee to the fullest extent permitted by law and as set forth in this
Agreement, and, to the extent insurance is maintained, for the coverage of
Indemnitee under the Company’s directors’ and officers’ liability insurance
policies.


 


NOW, THEREFORE, in consideration of the above
premises and intending to be legally bound hereby, the parties agree as
follows:


 


1.     Certain Definitions


 


(a)   Board:
the Board of Directors of the Company.


 


(b)   Change
in Control: shall be deemed to have occurred if (i) any “person” (as
such term is used in Sections 13(d) and 14(d) of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”)), other than a trustee or
other fiduciary holding securities under an employee benefit plan of the
Company or a corporation owned directly or indirectly by the shareholders of
the Company in substantially the same proportions as their ownership of stock
of the Company, becomes the “Beneficial Owner” (as defined in Rule 13d-3
under the Exchange Act), directly or indirectly, of securities of the Company
representing 20% or more of the total voting power represented by the Company’s
then outstanding Voting Securities, or (ii) during any period of two
consecutive years, individuals who at the beginning of such period constitute
the Board and any new director whose election by the Board or nomination for election
by the Company’s shareholders was approved by a vote of at least two-thirds
(2/3) of the directors then still in office who either were directors at the
beginning of the period or whose election or nomination for election was
previously so approved, cease for any reason to constitute a


 





















 


majority thereof, or (iii) the
shareholders of the Company approve a merger or consolidation of the Company
with any other corporation, other than a merger or consolidation that would
result in the Voting Securities of the Company outstanding immediately prior
thereto continuing to represent (either by remaining outstanding or by being
converted into Voting Securities of the surviving entity) at least 80% of the
total voting power represented by the Voting Securities of the Company or such
surviving entity outstanding immediately after such merger or consolidation, or
the shareholders of the Company approve a plan of complete liquidation of the
Company or an agreement for the sale or disposition by the Company (in one
transaction or a series of transactions) of all or substantially all of the
Company’s assets.


 


(c)   Disinterested
Director: a director of the Company who is not and was not a party to the
Proceeding in respect of which indemnification is sought by Indemnitee.


 


(d)   Expenses:
any expense, including without limitation, attorneys’ fees, retainers, court
costs, transcript costs, fees and expenses of experts, including accountants
and other advisors, travel expenses, duplicating costs, postage, delivery
service fees, filing fees, and all other disbursements or expenses of the types
typically paid or incurred in connection with investigating, defending, being a
witness in, or participating in, or preparing for any of the foregoing in, any
Proceeding relating to an Indemnifiable Event, and any expenses of establishing
a right to indemnification under this Agreement.


 


(e)   Indemnifiable
Event: any event or occurrence that takes place either prior to or after the execution of this Agreement, related to the
fact that Indemnitee is or was a director or officer of
the Company, or while a director or officer, is or was serving at the request
of the Company as a director, officer, employee, trustee, agent, limited
partner, member or fiduciary of another foreign or domestic corporation,
partnership, joint venture, employee benefit plan, trust, or other enterprise,
or was a director, officer, employee, or agent of a foreign or domestic
corporation that was a predecessor corporation of the Company or of another
enterprise at the request of such predecessor corporation, or related to
anything done or not done by Indemnitee in any such capacity, whether or not
the basis of the Proceeding is an alleged action or inaction in an official
capacity as a director, officer, employee, or agent or in any other capacity
while serving as a director, officer, employee, or agent of the Company, as
described above.


 


(f)    Independent
Counsel: the person or body appointed in connection with Section 3.


 


(g)   NRS:
the Nevada Revised Statutes, as amended from time to time.


 


(h)   Potential
Change in Control: shall be deemed to have occurred if (i) the Company
enters into an agreement or arrangement, the consummation of which would result
in the occurrence of a Change in Control; (ii) any person (including the
Company) publicly announces an intention to take or to consider taking actions
that, if consummated, would constitute a Change in Control; (iii) any
person (other than a trustee or other fiduciary holding securities under an
employee benefit plan of the Company acting in such capacity or a corporation
owned, directly or indirectly, by the shareholders of the Company in
substantially the same proportions as their ownership of stock of the Company),
who is or becomes the Beneficial Owner, directly or indirectly, of securities
of the Company representing 10% or more of the combined voting power of the
Company’s then outstanding Voting Securities, increases their beneficial
ownership of such securities by 5% or more over the percentage so owned by such
person on the date hereof, or (iv) the Board adopts a resolution to the
effect that, for purposes of this Agreement, a Potential Change in Control has
occurred.


 


(i)    Proceeding:
any threatened, pending, or completed action, suit, arbitration, alternative
dispute mechanism, inquiry, administrative or legislative hearing, or
investigation or any other actual, threatened or completed proceeding,
including any and all appeals, whether conducted by the Company or


 


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any other party, whether civil, criminal,
administrative, investigative, or other, and in each case whether or not
commenced prior to the date of this Agreement, that relates to an Indemnifiable
Event.


 


(j)    Voting
Securities: any securities of the Company that vote generally in the
election of directors.


 


2.     Agreement to Indemnify.


 


(a)   General
Agreement. In the event Indemnitee was, is, or becomes a party to or
witness or other participant in, or is threatened to be made a party to or
witness or other participant in a Proceeding by reason of (or arising in part
out of) an Indemnifiable Event, the Company shall indemnify Indemnitee to the
fullest extent permitted by law as soon as practicable but in no event no later
than thirty (30) days after written demand to the Company in accordance with Section 4,
from and against any and all Expenses, liability or loss, judgments, fines,
ERISA excise taxes and penalties, amounts paid or to be paid in settlement, any
interest, assessments, or other charges imposed thereon, and any federal,
state, local, or foreign taxes imposed as a result of the actual or deemed
receipt of any payments under this Agreement, to the fullest extent permitted
by applicable law, as the same exists or may hereafter be amended or interpreted
(but in the case of any such amendment or interpretation, only to the extent
that such amendment or interpretation permits the Company to provide broader
indemnification rights than were permitted prior thereto).


 


(b)   Initiation
of Proceeding by Indemnitee. Notwithstanding anything in this Agreement to
the contrary, Indemnitee shall not be entitled to indemnification or payment of
expenses pursuant to this Agreement in connection with any Proceeding initiated
by Indemnitee (including, without limitation, counterclaims) against the
Company or any director or officer of the Company unless (i) the Company
has joined in or the Board has consented to the initiation of such Proceeding; (ii) the
Proceeding is one to enforce indemnification rights under Section 5; or (iii) the
Proceeding is instituted after a Change in Control.


 


(c)   Payment
of Expenses in Advance of Final Disposition. If so requested by Indemnitee,
the Company shall pay any and all Expenses to Indemnitee (an “Expense Payment”)
within five (5) business days after the receipt by the Company of a
statement or statements from Indemnitee requesting such payment or payments.
Expense Payments shall be made without regard to Indemnitee’s ability to repay
the Expenses and without regard to Indemnitee’s ultimate entitlement to
indemnification under the provisions of this Agreement. Indemnitee shall
qualify for the payment of expenses solely upon the execution and delivery to
the Company of an undertaking in form and substance reasonably satisfactory to
the Company providing that Indemnitee undertakes to repay the amount if it is
ultimately determined by a court of competent jurisdiction that Indemnitee is
not entitled to be indemnified by the Company. Payments shall include any and
all reasonable Expenses incurred pursuing an action to enforce this right of
payment. Any determination made by the Independent Counsel that Indemnitee
would not be permitted to be indemnified
under applicable law shall not be binding and Indemnitee shall not be required
to reimburse the Company for any Expense Payment until a final judicial
determination is made with respect thereto (as to which all rights of appeal
therefrom have been exhausted or lapsed). Indemnitee’s obligation to reimburse
the Company for Expense Payments shall be unsecured and no interest shall be
charged thereon.


 


(d)   Mandatory
Indemnification. Notwithstanding any other provision of this Agreement, to
the extent that Indemnitee has been successful (on the merits or otherwise) in
defense of any Proceeding relating in whole or in part to an Indemnifiable
Event or in defense of any claim, issue or matter therein, Indemnitee shall be
indemnified against all Expenses incurred in connection therewith. For purposes
of this Section 2(d) and without limiting the foregoing, the
termination of any claim, issue or matter in any


 


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such Proceeding by dismissal, with or without
prejudice, shall be deemed to be a successful result as to such claim, issue or
matter.


 


(e)   Partial
Indemnification. If Indemnitee is entitled under any provision of this
Agreement to indemnification by the Company for some or a portion of any
Expenses, liability or loss, judgments, fines, ERISA excise taxes and
penalties, amounts paid or to be paid in settlement, any interest, assessments,
or other charges imposed thereon, or any federal, state, local, or foreign
taxes imposed as a result of the actual or deemed receipt of any payments under
this Agreement, but not, however, for the total amount thereof, the Company
shall nevertheless indemnify Indemnitee for the portion thereof to which
Indemnitee is entitled.


 


3.     Authorization of Indemnification; Independent Counsel.
The person, persons or entity (the “Independent Counsel”) who shall determine
whether indemnification is permissible under applicable law shall be an
attorney admitted to practice in the State of Nevada, selected by Indemnitee
and approved and appointed by a majority vote of a quorum consisting of
Disinterested Directors. If no Disinterested Directors exist, then the Board
shall select a person, persons or entity otherwise capable of acting as
Independent Counsel to appoint the Independent Counsel. The Independent Counsel
shall not include any person who, under the applicable standards of professional
conduct then prevailing, would have a conflict of interest in representing
either the Company or Indemnitee against the other in an action to determine
Indemnitee’s rights under this Agreement or the Company’s Bylaws now or
hereafter in effect relating to Proceedings for Indemnifiable Events. Such
counsel, among other things, shall render a written opinion to the Company and
Indemnitee as to whether and to what extent Indemnitee is permitted to be
indemnified under applicable law. The Company agrees to pay the reasonable fees
of the Independent Counsel and any party selected to appoint Independent
Counsel and to indemnify fully such counsel against any and all expenses
(including attorneys’ fees), claims, liabilities, loss, and damages arising out of or relating to this Agreement or their
engagement hereunder.


 


4.     Indemnification Process and Appeal.


 


(a)   Indemnification
Payment. Indemnitee shall be entitled to indemnification and shall receive
payment thereof from the Company in accordance with this Agreement as soon as
practicable but in any event no later than thirty (30) calendar days after
Indemnitee has made written demand on the Company for indemnification (which
written demand shall include such documentation and information as is
reasonably available to Indemnitee and is reasonably necessary to determine
whether and to what extent Indemnitee is entitled to indemnification), unless
the Independent Counsel has provided a written determination to the Company and
Indemnitee that indemnification is not permissible under applicable law.


 


(b)   Suit
to Enforce Rights. If (i) no determination as to whether
indemnification is permissible under applicable law has been made within thirty
(30) calendar days after Indemnitee has made a demand in accordance with Section 4(a),
(ii) payment of indemnification pursuant to Section 4(a) is not
made within thirty (30) calendar days after a determination that
indemnification is permissible under applicable law, (iii) Independent
Counsel determines pursuant to Section 4(a) that indemnification is
not permissible under applicable law or (iv) Indemnitee has not received
payment of Expenses within five (5) business days after making such a
request in accordance with Section 2(c), then Indemnitee shall have the
right to enforce its rights under this Agreement by commencing litigation in
any court of competent jurisdiction seeking an initial determination by the
court or challenging any determination by the Independent Counsel or any aspect
thereof. The Company hereby consents to service of process at the address
listed in Section 17 and to appear in any such proceeding. Any
determination by the Independent Counsel not challenged by Indemnitee on or
before the first anniversary of the date of the Independent Counsel’s
determination shall be binding on the Company and Indemnitee. The remedy
provided for in


 


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this Section 4 is non-exclusive and
shall be in addition to any other remedies available to Indemnitee in law or
equity.


 


(c)           Defense to Indemnification; Burden of Proof;
Presumptions.


 


(i)            To the maximum extent permitted by applicable law in
making a determination with respect to whether indemnification is permissible,
the Independent Counsel shall presume that indemnification is permissible if
Indemnitee has submitted a request for indemnification in accordance with Section 4(a) of
this Agreement, and the Company shall have the burden of proof to overcome that
presumption in connection with the making by the Independent Counsel of any
determination contrary to that presumption.


 


(ii)           It shall be a defense to any action brought by Indemnitee
against the Company to enforce this Agreement (other than an action brought to
enforce a claim for Expense Payment incurred in connection with a Proceeding in
advance of its final disposition where the required undertaking has been
tendered to the Company) that it is not permissible under applicable law for
the Company to indemnify Indemnitee for the amount claimed.


 


(iii)          In connection with any action brought pursuant to Section 4(b) as
to whether Indemnitee is entitled to be indemnified hereunder, the Company must
prove with clear and convincing evidence that Indemnitee is not entitled to
indemnification under this Agreement.


 


(iv)          Neither the failure of the Independent Counsel to have made
a determination prior to the commencement of such action by Indemnitee that
indemnification is permissible under applicable law, nor an actual
determination by the Independent Counsel that indemnification is not
permissible under applicable law shall be admissible as evidence in any such
action for any purpose. For purposes of this Agreement, the termination of any
claim, action, suit or proceeding, by judgment, order, settlement (whether with
or without court approval) or conviction, or upon a plea of nolo contendere, or
its equivalent, shall not create a presumption that Indemnitee did not meet any
particular standard of conduct or have any particular belief or that a court
has determined that indemnification is not permitted by applicable law.


 


(v)           For the purposes of any determination by the Independent
Counsel under this Agreement, Indemnitee shall be deemed to have acted in good
faith and in a manner Indemnitee reasonably believed to be in or not opposed to
the best interests of the Company, or, with respect to any criminal action or
proceeding, to have had no reasonable cause to believe Indemnitee’s conduct was
unlawful, if Indemnitee’s action is based on the records or books of account of
the Company or another enterprise, or on information supplied to Indemnitee by
the officers of the Company or another enterprise in the course of their
duties, or on the advice of legal counsel for the Company or another enterprise
or on information or records given or reports made to the Company or another
enterprise by an independent certified public accountant or by an appraiser or
other expert selected with reasonable care by the Company or another
enterprise. The term “another enterprise” as used in this Section 4(c)(v) shall
mean any other corporation or any partnership, joint venture, trust, employee
benefit plan or other enterprise of which Indemnitee is or was serving at the
request of the Company as a director, officer, employee or agent. The
provisions of this Section 4(c)(v) shall not be deemed to be
exclusive or to limit in any way the circumstances in which Indemnitee may be
deemed to have met the applicable standard of conduct set forth under Nevada
law.


 


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5.     Indemnification for Expenses Incurred in Enforcing Rights.
The Company shall indemnify Indemnitee against any and all Expenses and, if
requested by Indemnitee, shall pay such Expenses to Indemnitee in advance of
final disposition on such terms and conditions as the Board deems appropriate,
that are incurred by Indemnitee in connection with any claim asserted against
or action brought by Indemnitee for:


 


(a)   enforcement
of this Agreement;


 


(b)   indemnification
of Expenses or Expense Payments by the Company under this Agreement or any
other agreement or under applicable law or the Company’s Articles of
Incorporation or Bylaws now or hereafter in effect relating to indemnification
for Indemnifiable Events, and/or


 


(c)   recovery
under directors’ or officers’ liability insurance policies maintained by the
Company.


 


6.     Notification and Defense of Proceeding.


 


(a)   Notice.
Promptly after receipt by Indemnitee of notice of the commencement of any
Proceeding relating to an Indemnifiable Event, Indemnitee shall, if a claim in
respect thereof is to be made against the Company under this Agreement, notify
the Company of the commencement thereof; but the omission to so notify the
Company shall not relieve it from any liability that it may have to Indemnitee.


 


(b)   Defense.
With respect to any Proceeding relating to an Indemnifiable Event as to which
Indemnitee notifies the Company of the commencement thereof, the Company shall
be entitled to participate in such Proceeding at its own expense and except as
otherwise provided below, and, to the extent the Company so wishes, it may
assume the defense thereof with counsel reasonably satisfactory to Indemnitee.
After notice from the Company to Indemnitee of its election to assume the
defense of any Proceeding relating to an Indemnifiable Event, the Company shall
not be liable to Indemnitee under this Agreement or otherwise for any Expenses
subsequently incurred by Indemnitee in connection with the defense of such
Proceeding other than reasonable costs of investigation or as otherwise provided
below. Indemnitee shall have the right to employ Indemnitee’s own counsel in
such Proceeding but all Expenses related thereto incurred after notice from the
Company of its election to assume the defense shall be at Indemnitee’s expense
unless: (i) the employment of counsel by Indemnitee has been authorized by
the Company, (ii) Indemnitee has reasonably determined that there maybe a
conflict of interest between Indemnitee and the Company in the defense of the
Proceeding, (iii) Independent Counsel has determined that a Change in
Control has occurred, or (iv) the Company shall not within thirty (30)
calendar days in fact have employed counsel to assume the defense of such
Proceeding, in each of which case all Expenses of the Proceeding shall be borne
by the Company. If the Company has selected counsel to represent Indemnitee and
other current and former directors and officers of the Company in the defense
of a Proceeding, and a majority of such persons, including Indemnitee,
reasonably object to such counsel selected by the Company pursuant to this Section 6(b),
then such persons, including Indemnitee, shall be permitted to employ one (1) additional
counsel of their choice and the reasonable fees and expenses of such counsel
shall be at the expense of the Company; provided, however, that
such counsel shall be chosen from amongst the list of counsel, if any, approved
by any company with which the Company obtains or maintains insurance. In the
event separate counsel is retained by an Indemnitee pursuant to this Section 6(b),
the Company shall cooperate with Indemnitee with respect to the defense of the
Proceeding, including making documents, witnesses and other reasonable
information related to the defense available to Indemnitee and such separate
counsel pursuant to joint-defense agreements or confidentiality agreements, as
appropriate. The Company shall not be entitled to assume the defense of any
Proceeding


 


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brought by or on behalf of the Company or as
to which the determination shall have been made by Indemnitee pursuant to (ii) above
or by Independent Counsel pursuant to (iii) above.


 


(c)   Settlement
of Claims. The Company shall not be liable to indemnify Indemnitee under
this Agreement or otherwise for any amounts paid in settlement of any
Proceeding effected without the Company’s written consent, provided,
however, that if a Change in Control has occurred, the Company shall
be liable for indemnification of Indemnitee for amounts paid in settlement if
the Independent Counsel has approved the settlement. The Company shall not
settle any Proceeding in any manner that would impose any penalty or limitation
on Indemnitee without Indemnitee’s written
consent. Neither the Company nor Indemnitee shall unreasonably withhold their
consent to any proposed settlement. The Company’s liability hereunder shall not
be excused if participation in the Proceeding by the Company was barred by this
Agreement.


 


7.     Establishment of Trust. In the event of a Change in
Control or a Potential Change in Control, the Company shall, upon written
request by Indemnitee, create a trust for the benefit of Indemnitee and from
time to time upon written request of Indemnitee shall fund the trust in an
amount sufficient to satisfy any and all claims hereunder, including Expenses,
reasonably anticipated at the time of each such request to be incurred in
connection with investigating, preparing for, participating in, or defending
any Proceeding relating to an Indemnifiable Event. The amount or amounts to be
deposited in the trust pursuant to the foregoing funding obligation shall be
determined by the Independent Counsel. The terms of the trust shall provide
that upon a Change in Control, (i) the trust shall not be revoked or the
principal thereof invaded, without the written consent of Indemnitee, (ii) the
trustee shall advance, within ten (10) business days of a request by
Indemnitee, any and all Expenses to Indemnitee (and Indemnitee hereby agrees to
reimburse the trust under the same circumstances for which Indemnitee would be
required to reimburse the Company under Section 2(c) of this
Agreement), (iii) the trust shall continue to be funded by the Company in
accordance with the funding obligation set forth above, (iv) the trustee
shall promptly pay to Indemnitee all amounts for which Indemnitee shall be
entitled to indemnification pursuant to this Agreement or otherwise, and (v) all
unexpended funds in the trust shall revert to the Company upon a final
determination by the Independent Counsel or a court of competent jurisdiction,
as the case may be, that Indemnitee has been fully indemnified under the terms
of this Agreement. The trustee shall be chosen by Indemnitee. Nothing in this Section 7
shall relieve the Company of any of its obligations under this Agreement. All
income earned on the assets held in the trust shall be reported as income by
the Company for federal, state, local, and foreign tax purposes. The Company
shall pay all costs of establishing and maintaining the trust and shall
indemnify the trustee against any and all expenses (including attorneys’ fees),
claims, liabilities, loss, and damages arising out of or relating to this
Agreement or the establishment and maintenance of the trust.


 


8.     Non-Exclusivity. The rights of Indemnitee hereunder are
non-exclusive and shall be in addition to any other rights Indemnitee may have
under applicable law, the Company’s Articles of Incorporation, Bylaws or
otherwise. To the extent that a change in applicable law (whether by statute or
judicial decision) permits greater indemnification by agreement than would be
afforded currently under the Company’s Articles of Incorporation, Bylaws,
applicable law, or this Agreement, it is the intent of the parties that
Indemnitee enjoy by this Agreement the greater benefits so afforded by such
change.


 


9.     Liability Insurance. To the extent the Company maintains
an insurance policy or policies providing directors’ or officers’ liability
insurance, Indemnitee shall be covered by such policy or policies, in
accordance with its or their terms, to the maximum extent of the coverage
available for any Company director or officer.


 


10.   Period of Limitations. No legal action shall be brought and
no cause of action shall be asserted by or on behalf of the Company or any
affiliate of the Company against Indemnitee, Indemnitee’s


 


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spouse, heirs, executors, or
personal or legal representatives after the expiration of two years from the
date of accrual of such cause of action, or such longer period as may be
required or permitted by applicable law under the circumstances. Any claim or
cause of action of the Company or its affiliate shall be extinguished and
deemed released unless asserted by the timely filing of a legal action within such
period; provided, however, that if any shorter
period of limitations is otherwise applicable to any such cause of action the
shorter period shall govern.


 


11.   Amendment of this Agreement. No supplement, modification,
or amendment of this Agreement shall be binding unless executed in writing by
both of the parties hereto. No waiver of any of the provisions of this
Agreement shall operate as a waiver of any other provisions hereof (whether or
not similar), nor shall such waiver constitute a continuing waiver. Except as
specifically provided herein, no failure to exercise and no delay in exercising
any right or remedy hereunder shall constitute a waiver thereof.


 


12.   Subrogation. In the event of payment under this Agreement,
the Company shall be subrogated to the extent of such payment to all of the
rights of recovery of Indemnitee, who shall execute all papers required and
shall do everything that may be necessary to secure such rights, including the
execution of such documents necessary to enable the Company effectively to
bring suit to enforce such rights.


 


13.   No Duplication of Payments. The Company shall not be liable
under this Agreement to make any payment in connection with any claim made
against Indemnitee to the extent Indemnitee has otherwise actually received
payment (under any insurance policy, Bylaw of the Company or otherwise) of the
amounts otherwise indemnifiable hereunder.


 


14.   Binding Effect. This Agreement shall be binding upon and
inure to the benefit of and be enforceable by the parties hereto and their
respective successors, assigns, including any direct or indirect successor by
purchase, merger, consolidation, or otherwise to all, substantially all, or a
substantial part, of the business and/or assets of the Company, spouses, heirs,
and personal and legal representatives. The Company shall require and cause any
successor (whether direct or indirect by purchase, merger, consolidation, or
otherwise) to all, substantially all, or a substantial part, of the business
and/or assets of the Company, by written agreement in form and substance
satisfactory to Indemnitee, expressly to assume and agree to perform this
Agreement 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 Agreement shall
continue in effect regardless of whether Indemnitee continues to serve as a
director or officer of the Company or of any other enterprise at the Company’s
request.


 


15.   Severability. If any provision (or portion thereof) of this
Agreement shall be held by a court of competent jurisdiction to be invalid,
void, or otherwise unenforceable, the remaining provisions shall remain
enforceable to the fullest extent permitted by law. Furthermore, to the fullest
extent possible, the remaining provisions of this Agreement shall be construed
so as to give effect to the intent manifested by the provision held invalid,
void, or unenforceable.


 


16.   Governing Law. This Agreement shall be governed by and
construed and enforced in accordance with the laws of the State of Nevada
applicable without giving effect to the principles of conflicts of laws.


 


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17.   Notices. All notices, demands, service of process and other
communications required or permitted hereunder shall be made in writing and
shall be deemed to have been duly given if delivered by hand, against receipt,
mailed, postage prepaid, certified or registered mail, return receipt
requested, faxed (which is confirmed) or sent by an overnight courier service,
such as Federal Express, and addressed to the Company at:


 


Tenet Healthcare Corporation


13737 Noel Road, Suite 100


Dallas, Texas  
75240


Attn:  General
Counsel


 


and
to Indemnitee at Indemnitee’s address set forth on the signature page hereto.


 


Notice of change of address shall be effective only
when done in accordance with this Section. All notices complying with this Section shall
be deemed to have been received on the date of delivery or on the third
business day after mailing.


 


IN WITNESS WHEREOF, the parties hereto have duly
executed and delivered this Agreement as of the day specified above.


 


 


	
   

  	
  TENET HEALTHCARE CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  [Name of Executive Officer]

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  INDEMNITEE

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  [Name of Indemnitee]

  



 


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