exv10w2






Exhibit 10.2




Omnibus Amendment to the




HCA Inc. 2005 Equity Incentive Plan

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

Plan Columbia/HCA Corporation 2000 Equity Incentive Plan

HCA-Hospital Corporation of America Nonqualified Initial Option Plan

HCA-Hospital Corporation of America 1992 Stock Compensation Plan

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

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

and restated

(collectively, the “Equity Plans”)

And their Related Stock Option Agreements

And

Related Management Stockholder’s Agreements



     WHEREAS, in connection with the reorganization of HCA Inc. (“HCA”) to be approved by the
Board of Directors of HCA, pursuant to which HCA will become a wholly owned subsidiary of HCA
Holdings, Inc. (“HCA Holdings”), it is necessary to amend each of the Equity Plans referenced
above, each of the stock option agreements pursuant to which options to purchase shares of common
stock of HCA have been granted and are outstanding pursuant to one of the Equity Plans, including
all Option Rollover Agreements previously executed between HCA and individual employees of HCA
(collectively, the “Option Agreements”), and each of the Management Stockholder’s Agreements
entered into between HCA and service providers of HCA or one of its subsidiaries (the “Management
Stockholder’s Agreements”).



     NOW, THEREFORE, each of the Equity Plans, Option Agreements and Management Stockholder’s
Agreements are hereby amended as follows, effective as of the closing of the reorganization of HCA
as a wholly owned subsidiary of HCA Holdings:


1. The definition of the term “Board” as contained in each Equity Plan, Option Agreement and
Management Stockholder’s Agreement, to the extent applicable, is hereby amended by deleting the
current definition and replacing it with the following:





““Board” means the board of directors of HCA Holdings, Inc. and any successor thereto.”


2. The definition of the term “Common Stock” as contained in each Equity Plan, Option Agreement and
Management Stockholder’s Agreement, to the extent applicable, is hereby amended by deleting the
current definition and replacing it with the following:





““Common Stock” means the common stock of HCA Holdings, Inc., par value $0.01 per
share.”


3. The definition of the term “Company” as contained in each Equity Plan, Option Agreement and
Management Stockholder’s Agreement, to the extent applicable, is hereby amended by deleting the
current definition and replacing it with the following:





““Company” means HCA Holdings, Inc. and any successor thereto.”


4. The definition of the term “Investor Return”, as contained in each Option Agreement, as
applicable, is hereby amended by adding to the end of the first sentence of such definition the
following:




     “; provided, further, that for purposes of such calculation, all cash proceeds
actually received by the Investors after the Closing Date and on or prior to November 22, 2010, on
a fully diluted, per share



 









 


2



basis, in respect of shares of common stock of HCA Inc. (as such entity existed immediately prior
to November 22, 2010 previously held by the Investors, including the receipt of any cash dividends
or other cash distributions thereon, shall be included in such calculation as cash proceeds
actually received by the Investors after the Closing Date in respect of their shares of Common
Stock.”



5. All references to “HCA Inc.” contained in each Equity Plan, Option Agreement and Management
Stockholder’s Agreement not otherwise changed by the preceding amendments are hereby changed to
“HCA Holdings, Inc.”




     All other provisions of the Equity Plans, Option Agreements and Management Stockholder’s
Agreements shall remain in full force and effect, except to the extent modified by the foregoing.



	 	 	 	 	 
	 	HCA HOLDINGS, INC.

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

 	 
	 	By:  	R. Milton Johnson
 	 
	 	 	Name:  	R. Milton Johnson 	 
	 	 	Title:  	Executive Vice President and Chief
Financial Officer