EXHIBIT 10
HCA INC.
2004 PERFORMANCE EXCELLENCE PROGRAM
PURPOSE AND ADMINISTRATION OF THE PROGRAM
The 2004 Performance Excellence Program (the "Program") has been established by
HCA Inc. (the "Company") to encourage outstanding performance from employees of
its subsidiaries or affiliates who are in a position to make substantial
contributions to the success of the Company. 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 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 Compensation Committee (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 (a "Participant") with the Company during 2004 (the "Fiscal
Year") are eligible to receive an award 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 cash and on such other terms as the
Committee may prescribe. Except as the Committee may otherwise determine in its
sole and absolute discretion, termination of Participant's employment prior to
the end of the Fiscal Year, other than for reasons of death or Disability (as
defined in the 2000 Plan) will result in the forfeiture of the award by the
Participant, and no payments shall be made with respect thereto. This Program is
not a "qualified" plan for federal income tax purposes, and any payments are
subject to applicable tax withholding requirements.
FINANCIAL
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EBITDA EPS(2) OTHER NON-FINANCIAL
------ ------ ----- -------------
Covered Officers -- 100% -- --
Senior Officers -- 100% -- --
Corporate - Other -- 25% 25% 50%
Hospital/Division 70%(3) -- 30%
Officers
PAS, Managed Care -- -- 75% 25%
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(1) Covered Officers shall have the meaning set forth in the 2000 Plan.
(2) For the purposes of this calculation EPS is net income excluding;
settlements with government agencies, gains or losses on sales of facilities,
impairment of investment securities, impairment of long-lived assets,
restructuring of operations and investigation costs, losses on retirement of
debt and the related tax effect on all these items. This adjusted net income
amount would then be divided by diluted shares(including the dilutive effect of
options, warrants and other increments) to compute EPS.
(3) Based on 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 extent 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.
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.