Exhibit 10.3
HCA INC.
2006 SENIOR OFFICER PERFORMANCE EXCELLENCE PROGRAM
PURPOSE AND ADMINISTRATION OF THE PROGRAM
The 2006 Senior Officer Performance Excellence Program (the "Program") has been
established by HCA Inc. (the "Company") to encourage outstanding performance
from its senior officers. Awards paid to Covered Officers, as that term is
defined in the HCA 2005 Equity Incentive Plan (the "2005 Plan"), will be made
pursuant to the 2005 Plan and are governed by the terms of the 2005 Plan. In the
event of any inconsistency between the terms of the Program with respect to such
awards and the 2005 Plan, the terms of the 2005 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. The Committee may at any time delegate to one or more officers
of the Company the authority, subject to such terms and limitations as the
Committee shall determine, to make decisions under or with respect to awards
under the Program, except with respect to awards to persons who are officers of
the Company under Section 16 of the Securities Exchange Act of 1934.
PARTICIPATION
All officers of the Company who are subject to Section 16 of the Securities
Exchange Act of 1934, as amended, who have at least three months employment (a
"Participant") with the Company during 2006 (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 as set forth on Schedule
1 hereto, such awards to be made on such terms as the Committee may prescribe
based on the performance criteria set forth on Schedule 1 hereto and such other
factors as it may deem appropriate. The targets for the performance criteria
shall be determined by the Committee in its discretion within the first ninety
(90) days of the Fiscal Year. Awards shall be paid within the first two months
and fifteen days following the end of the Fiscal Year, or as soon as thereafter
practicable after financial results for the Fiscal Year are known. 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 a Participant's employment
prior to the end of the Fiscal Year, other than for reasons of death or
Disability (as defined in the 2005 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.
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, or any subsidiary or
affiliate, or the financial statements of the Company or of any subsidiary or
affiliate; in the event of changes in applicable laws, regulations or accounting
principles; or in the event 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 the foregoing, no adjustments 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.
SCHEDULE 1
2006 MEASURES AND WEIGHTINGS
EPS(2) EBITDA(3) Other(4)
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Covered Officers(1) 50% 50% --
International Division President -- 70% 30%
All other Senior Officers 30-40% 30-40% 20-40%
(1) Covered Officers shall have the meaning set forth in the 2005 Plan.
(2) For the purposes of the above calculations, 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 related costs, losses
on retirement of debt, the related tax effect of all these items and tax
settlements and repatriations. 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 total Company, Group or Division EBITDA, as applicable. For the
purposes of this calculation, EBITDA means income before depreciation and
amortization, interest expense, settlements with government agencies, gains
and losses on sales of facilities, impairment of investment securities,
impairment of long-lived assets, restructuring of operations and
investigation related costs, losses on retirement of debt, minority
interests and income taxes.
(4) Other measures may include patient, physician, employee or client
satisfaction, or other individual goals.
2006 COVERED OFFICER PEP OPPORTUNITIES:
Each participant in the Program is assigned an annual award target
expressed as a percentage of salary. The annual award targets and maximums (as
percentages of base salary) for the Covered Officers are as set forth below.
2006 TARGET 2006 MAXIMUM
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Chairman & CEO 120% 240%
President & COO 90% 180%
Executive Vice President
& CFO and Group Presidents 60% 120%
Senior Vice President 50% 100%
and General Counsel and
Other
The annual award targets for senior officers other than the Covered
Officers range from 30% to 50% of base salary, with maximums ranging from 60% to
100% of base salary. Participants shall receive 100% of the target award for
target performance, 50% of the target award for a minimum acceptable (threshold)
level of performance, and a maximum of 200% of the target award for maximum
performance. Payouts between threshold and maximum shall be calculated by the
Committee in its sole discretion using interpolation. The threshold, target and
maximum performance levels shall be set by the Committee in their sole
discretion.