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EXHIBIT 10
COLUMBIA/HCA HEALTHCARE CORPORATION
PERFORMANCE EQUITY INCENTIVE PLAN
Purpose and Administration of the Plan
The Performance Equity Incentive Plan ("Plan") has been established to encourage
outstanding performance of employees who are in a position to make substantial
contributions to the success of the Company. This plan is governed by the
Columbia/HCA Healthcare Corporation 1992 Stock and Incentive Plan, or if
approved by the Company's stockholders, The Columbia/HCA Healthcare Corporation
2000 Equity Incentive Plan and is administered by the Compensation Committee.
Participation
Eligibility to participate in the Plan shall be extended generally to all full
time regular/corporate payroll Director and above with at least three 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 consideration shall be determined pursuant to the Plan and prorated.
Proration may also apply to employees who transfer to a position eligible for a
different incentive target.
Incentive Calculation and Payment
Plan payments for Participants are based on a combination of financial/non
financial measurements (see chart below). 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 Committee 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. Payments will be in the form of
restricted stock that will vest at 50% per year over the following two years.
This Plan is not a "qualified" plan for tax purposes, and any payments are
subject to tax withholding requirements.
Plan Measurements
FINANCIAL NON FINANCIAL
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SWB as % of
Net, Cash Flow, Satisfaction
EBITDA AR/Bad Debt ------------
(Actual to Department Or Supply Corp-Client Individual
Budget)* Budget*** Expense as % Ops-Patient Specific Goals***
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Covered Officer 100%
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Corporate 25% 25% ** 50%
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Operations AND SVPS 50% 20% 15% 15%
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*NOTE: EBITDA will have an upside potential of up to 150% for exceeding budget
by 10% (both operations and Corporate).
**Each Corporate participant will have at least one Individual Specific Goal
related to Client Satisfaction.
***Some Corporate departments may be measured on some other financial measure as
approved by the SVP Human Resources and the Company COO.
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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 the event of death) shall receive a pro rata payment as soon as practical
after the Fiscal Year, but in no event later than the three months after the
Fiscal Year. The Committee or it's designee shall have authority to accelerate
vesting on all unvested shares. 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.
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