EXHIBIT 10.19
COLUMBIA/HCA HEALTHCARE CORPORATION
ANNUAL INCENTIVE PLAN SUMMARY
PURPOSE AND ADMINISTRATION OF THE PLAN
The Annual Incentive Plan ("Plan") is established to encourage outstanding
performance of employees who are in a position to make substantial
contributions to the success of the Company. The SVP, Human Resources shall
be responsible for administration of the Plan. The CEO of Columbia/HCA
Healthcare Corporation shall have full power and final authority to interpret
the Plan.
PARTICIPATION
Eligibility to participate in the Plan shall be extended generally to all full
time regular/corporate employees with at least 3 months employment in the
fiscal year ("Participants") subject to approval by the CEO of Columbia/HCA
Healthcare Corporation. For a Participant added during the Fiscal Year, the
payout shall be determined pursuant to the Plan and prorated. Proration shall
also be condsidered for employees who transfer to a position eligible for a
different incentive target. Employees are not eligible to participate in more
than one plan at a time.
INCENTIVE CALCULATION AND PAYMENT
Plan payments for Participants are based on criteria detailed on Exhibit A
attached. As soon as practical, after the Fiscal Year, when the financial
results of the Company are known, the appropriate senior officer will review
and recommend plan payments. The CEO of Columbia/HCA Healthcare Corporation
may make adjustments to performance targets deemed necessary to avoid
unwarranted penalties or windfalls. Such adjustments will recognize
uncontrollable outside factors and will be kept to a minimum. Payments shall
be made as soon as practicable, after the annual audit report has been issued,
but in no event later than three months after the Fiscal Year. The Plan
payment for each Participant will be paid in accordance with a payout schedule
after it has been reviewed by the CEO of Columbia/HCA Healthcare Corporation.
This Plan is not a "qualified" plan for tax purposes, and any payments are
subject to tax withholding requirements.
TERMINATION OF PARTICIPANT
In the event a payment is due pursuant to the Plan and a Participant's
employment with the Company is terminated prior to the payment by reason of
retirement, total and permanent disability or death, such Participant (or
estate in event of death) shall receive a pro rata payment as soon as
practical after the Fiscal Year, but in no event later than three months after
the Fiscal Year. A Participant who is otherwise voluntarily or involuntarily
separated prior to the PAYMENT of any Incentive Compensation shall cease to
be a Participant and shall not have earned any right to receive any payments
pursuant to the Plan.
MISCELLANEOUS
The CEO of Columbia/HCA Healthcare Corporation may interpret, modify, amend or
terminate the Plan in whole or in part at any time, provided that no such
action shall negatively affect the payment of Incentive Compensation allocated
with respect to any Fiscal Year which has ended.
EXHIBIT A
COLUMBIA/HCA HEALTHCARE CORPORATION
ANNUAL INCENTIVE PLAN
Participant:___________________________________________Title:___________________
Department:___________________________________ Incentive Target:________
INCENTIVE COMPONENT % OF TOTAL AWARD
------------------- ----------------
Acheivement of Earnings per Share 75%
(before extraordinary events)
Discretionary 25%
---
100%
EARNINGS PER SHARE COMPONENT DISCRETIONARY COMPONENT
Performance Factor Specific departmental goals
and objectives
% OF TARGET % PAYOUT may be applied to
----------- -------- completely or partially
< 95 0 replace discretionary
95 to 97 50 criteria
97 to 99 75
99 to 102 100
102 to 105 120
105 to 110 140
> 110 150
INCENTIVE CALCULATION:
STANDARD AWARD: ADJUSTED AWARD:
AWARD
__________________________
Base salary (end of year): $ _______________ Component STANDARD PERF.FACTOR
TOTAL
Incentive Compensation Target:__________% EPS (75%) $___________ x __________%
= $__________
Standard Award: $_______________ Discrect. (25%) $___________ x (1)_______
% ? $__________
$
_(1) Discretionary component "pool" can be adjusted by EPS performance factor.
Note: Proration of components or target due to employee transfer or change in
status will be made at the discretion of Columbia/HCA Healthcare
Corporation CEO.