exv10w1






Exhibit 10.1




ASSIGNMENT AND ASSUMPTION AGREEMENT




     This ASSIGNMENT AND ASSUMPTION AGREEMENT (the “Agreement”) is made as of November 22, 2010, by
and between HCA INC., a Delaware corporation (“Assignor”) and HCA HOLDINGS, INC., a Delaware
corporation (“Assignee”).



RECITALS




     Pursuant to the Merger Agreement dated as the date hereof, among Assignor, Assignee, and HCA
Merger Sub LLC (the “Merger Agreement”), Assignor will create a new holding company structure by
merging HCA Merger Sub LLC with and into Assignor with Assignor being the surviving corporation and
converting the capital stock of Assignor into the capital stock of Assignee (the “Merger”). In
connection with the Merger, Assignor has agreed to assign to Assignee, and Assignee has agreed to
assume from Assignor, all of the Option Plans, the Stock Incentive Plans and the Other Agreements
(collectively, the “Assumed Agreements”).



AGREEMENT




     NOW, THEREFORE, in consideration of the covenants and agreements set forth herein, the receipt
and sufficiency of which is acknowledged by the parties hereto, the parties intending to be legally
bound, agree as follows:



     1. Defined Terms. Capitalized terms used in this Agreement and not otherwise defined
shall have the respective meanings assigned to them in the Merger Agreement.



     2. Assignment. Assignor hereby assigns to Assignee all of its rights and obligations
under the Assumed Agreements listed on Exhibit A hereto.



     3. Assumption. Assignee hereby assumes all of the rights and obligations of Assignor
under the Assumed Agreements, and agrees to abide by and perform all terms, covenants and
conditions of Assignor under such Assumed Agreements. In consideration of the assumption by
Assignee of all of the rights and obligations of Assignor under the Assumed Agreements, Assignor
agrees to pay (i) all expenses incurred by Assignee in connection with the assumption of the
Assumed Agreements pursuant to this Agreement and (ii) all expenses incurred by Assignee in
connection with the registration on Form S-8 of shares of common stock of Assignee to the extent
required in connection with the Option Plans and the Stock Incentive Plans, including, without
limitation, registration fees imposed by the Securities and Exchange Commission. At the Effective
Time, the Assumed Agreements shall each be automatically amended as necessary to provide that
references to the Assignor in such agreements shall be read to refer to Assignee.



     4. Further Assurances. Subject to the terms of this Agreement, the parties hereto
shall take all reasonable and lawful action as may be necessary or appropriate to cause the intent
of this Agreement to be carried out, including, without limitation, entering into amendments to the
Assumed Agreements and notifying other parties thereto of such assignment and assumption.



 









 





     5. Successors and Assigns. This Agreement shall be binding upon Assignor and
Assignee, and their respective successors and assigns. The terms and conditions of this Agreement
shall survive the consummation of the transfers provided for herein.



     6. Governing Law. This Agreement shall be governed by and construed in accordance
with the laws of the State of Delaware, without giving effect to conflicts of law principles.



     7. Entire Agreement. This Agreement, including Exhibit A attached hereto,
together with the Merger Agreement, constitute the entire agreement and supersede all other
agreements and undertakings, both written and oral, among the parties, or any of them, with respect
to the subject matter hereof. This Agreement may not be modified or amended except by a writing
executed by the parties hereto.



     8. Severability. The provisions of this Agreement are severable, and in the event
any provision hereof is determined to be invalid or unenforceable, such invalidity or
unenforceability shall not in any way affect the validity or enforceability of the remaining
provisions hereof.



     9. Third Party Beneficiaries. The parties to the various stock option or similar
agreements entered into pursuant to the Option Plans and the Stock Incentive Plans and who are
granted Options or other rights to receive securities thereunder, and the parties to the Other
Agreements, are intended to be third party beneficiaries to this Agreement.



     10. Counterparts. This Agreement may be executed in two or more counterparts, each of
which shall be deemed an original.



[Remainder of page intentionally left blank.]






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     This Assignment and Assumption Agreement is signed as of the date first written above.



	 	 	 	 	 
	 	Assignor


HCA INC.

 	 
	 	By:	/s/
R. Milton Johnson 	 
	 	Name:	R. Milton Johnson	 
	 	Title:  	Executive
Vice President & Chief Financial Officer 	 
	 
	 	Assignee



HCA HOLDINGS, INC.

 	 
	 	By:  	/s/
David G. Anderson 	 
	 	Name:  	David
G. Anderson 	 
	 	Title:  	Senior Vice
President — Finance
and Treasurer	 
	 








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Exhibit A

Assumed Agreements



Stock and Stock Incentive Plans *



Amended and Restated Columbia/HCA Healthcare Corporation 1992 Stock and Incentive Plan



First Amendment to Amended and Restated Columbia/HCA Healthcare Corporation 1992 Stock and
Incentive Plan



HCA-Hospital Corporation of America Nonqualified Initial Option Plan



Galen Health Care, Inc. 1993 Adjustment Plan



HCA-Hospital Corporation of America 1992 Stock Compensation Plan



Columbia/HCA Healthcare Corporation 2000 Equity Incentive Plan



HCA 2005 Equity Incentive Plan



2006 Stock Incentive Plan for Key Employees of HCA Inc. and its Affiliates



2006 Stock Incentive Plan for Key Employees of HCA Inc. and its Affiliates, as Amended and
Restated, adopted June 21, 2010



HCA Inc. 2010 Senior Officer Performance Excellence Program





			
	* Includes all stock option grant agreements, rollover agreements and award agreements entered into
by the Assignor (as defined herein) and the Assignor’s employees or other grantees pursuant to any
of the foregoing plans.





Other Agreements



Management Stockholder’s Agreement dated November 17, 2006 and similar agreements of a later date



Retirement Agreement between the Company and Thomas F. Frist, Jr., M.D. dated as of January 1, 2002



Employment Agreement dated November 16, 2006 (Richard M. Bracken)



Employment Agreement dated November 16, 2006 (R. Milton Johnson)



Employment Agreement dated November 16, 2006 (Charles J. Hall)







 









 







Employment Agreement dated November 16, 2006 (Samuel N. Hazen)



Employment Agreement dated November 16, 2006 (William P. Rutledge)



Employment Agreement dated November 16, 2006 (Beverly B. Wallace)



Employment Agreement dated November 16, 2006 (Robert Waterman)



Amended and Restated Employment Agreement dated October 27, 2008 (Jack O. Bovender, Jr.)



Amendment to Employment Agreement effective January 1, 2009 (Richard M. Bracken)



Indemnification Priority and Information Sharing Agreement, dated as of November 1, 2009, between
HCA Inc. and certain other parties thereto



Registration Rights Agreement, dated as of March 16, 1989, by and among HCA-Hospital Corporation of
America and the persons listed on the signature pages thereto



Assignment and Assumption Agreement, dated as of February 10, 1994, between HCA-Hospital
Corporation of America and the Company relating to the Registration Rights Agreement, as amended