EXHIBIT 10
HCA INC.
2003 PERFORMANCE EQUITY INCENTIVE PROGRAM
PURPOSE AND ADMINISTRATION OF THE PROGRAM
The 2003 Performance Equity Incentive Program (the "Program") has been
established by HCA Inc. (the "Company") to encourage outstanding performance
from employees who are in a position to make substantial contributions to the
success of the Company. Awards of restricted stock or deferred cash awards paid
to Covered Officers(1) will be made pursuant to the Company's 2000 Equity
Incentive Plan (the "2000 Plan") and are governed by the terms of the 2000 Plan.
In the event of any inconsistency between the terms of the Program with respect
to such awards or any related award agreement and the 2000 Plan, the terms of
the 2000 Plan shall govern. Subject to the foregoing and applicable law, all
designations, determinations, interpretations, and other decisions under or with
respect to the Program or any award shall be within the sole discretion of the
Committee, may be made at any time and shall be final, conclusive, and binding
upon all persons.
PARTICIPATION
All regular/corporate payroll Director and above employees with at least
three months employment with the Company during 2003 (the "Fiscal Year") are
eligible to receive an award (a "Participant") pursuant to the Program.
INCENTIVE CALCULATION AND PAYMENT OF AWARDS
The Committee will make awards pursuant to the Program on such terms as it
may prescribe based on the performance criteria set forth below and such other
factors as it may deem appropriate. Awards will be made as soon as practicable
after financial results for the Fiscal Year are known, but in no event later
than ninety (90) days after the end of the Fiscal Year. No awards will be paid
to a Participant if the Committee determines that the Participant's conduct
during the Fiscal Year was inconsistent with the Company's stated mission and
values, the Code of Conduct or the Corporate Integrity Agreement. Awards
pursuant to the Program will be paid in restricted shares of the Company's
common stock or in deferred cash and on such other terms as the Committee may
prescribe. All awards pursuant to the Program are restricted and subject to
forfeiture. The restricted period shall expire on the first anniversary of the
date of grant as to one-half (1/2) of the award made hereunder and shall expire
on the second anniversary of the date of grant as to the remaining one-half
(1/2) of any such award. Awards paid in cash pursuant to the Program shall bear
interest at a rate determined by the Committee at the date of grant. This
Program is not a "qualified" plan for tax purposes, and any payments are subject
to applicable tax withholding requirements.
<Table>
<Caption>
NON-FINANCIAL
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SATISFACTION
FINANCIAL CORPORATE -- CLIENT INDIVIDUAL
-------------------- OPERATIONS -- EMPLOYEE SPECIFIC
EBITDA EPS OTHER PATIENT SATISFACTION GOALS
------ --- ----- ------------------- ------------ ----------
Covered Officers(2)...... 100% -- -- -- -- --
Corporate SVP's.......... -- 80% -- 10% 10% --
Group Operations......... 50%(3) 50% -- -- -- --
Corporate -- Other....... -- 25% 25% 10% -- 40%
Hospital Officers........ 70%(3) -- 15% -- 15%
PAS...................... -- -- 80% -- -- 20%
</Table>
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(1) Covered Officers shall have the meaning set forth in the 2000 Plan.
(2) The aggregate incentive pool for Covered Officers shall be an amount equal
to the product of the Company's EBITDA for the Fiscal Year multiplied by
.2%. For purposes of this calculation EBITDA means income before
depreciation and amortization, interest expense, loss on retirement of debt,
settlement with Federal government, gains and losses on sales of facilities,
impairment of investment securities, impairment of long-lived assets,
investigation related costs, minority interests and income taxes. The
maximum percentage of the aggregate incentive pool that each Covered Officer
may earn pursuant to the Program shall be as follows: Chief Executive
Officer (36%); President (21%); each additional Covered Officer (14.3%).
(3) Based on Group, Division, Market and/or Hospital EBITDA, as applicable.
ADJUSTMENTS FOR UNUSUAL OR NONRECURRING EVENTS
The Committee is hereby authorized to make adjustments in the terms and
conditions of, and the criteria included in, awards in recognition of unusual or
nonrecurring events affecting any Participant, the Company, any subsidiary or
affiliate, or the financial statements of the Company or any subsidiary or
affiliate, or changes in applicable laws, regulations, or accounting principles,
whenever the Committee determines that such adjustments are appropriate in order
to prevent dilution or enlargement of the benefits or potential benefits
intended to be made available under the Program. The Committee is also
authorized to adjust performance targets or awards (other than with respect to
performance awards to Covered Officers) to avoid unwarranted penalties or
windfalls. Performance awards to Covered Officers may be reduced, but not
increased, in the sole discretion of the Committee in order to avoid unwarranted
windfalls. Notwithstanding anything to the contrary, no such adjustment shall be
authorized to the extend that such authority would be inconsistent with an award
to a Covered Officer being paid solely on account of the attainment of
pre-established, objective performance goals, all within the meaning of the
regulations promulgated under Section 162(m) of the Internal Revenue Code of
1986, as amended.
AWARDS AGREEMENTS
Each award hereunder shall be evidenced by an award agreement approved by
the Committee that shall be delivered to the Participant and may specify the
terms and conditions of the awards and any rules applicable thereto.
NO RIGHT TO EMPLOYMENT
The grant of an award shall not be construed as giving a Participant the
right to be retained in the employ of the Company or any subsidiary or
affiliate.
NO TRUST OR FUND CREATED
Neither the Program nor any award shall create or be construed to create a
trust or separate fund of any kind or a fiduciary relationship between the
Company or any subsidiary or affiliate and a Participant or any other person. To
the extent that any person acquires a right to receive payments from the Company
or any subsidiary or affiliate pursuant to an award, such right shall be no
greater than the right of any unsecured general creditor of the Company or any
subsidiary or affiliate.
NO RIGHTS TO AWARDS
No person shall have any claim to be granted any award and there is no
obligation for uniformity of treatment among Participants. The terms and
conditions of awards, if any, need not be the same with respect to each
Participant.