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EXHIBIT 10.1.J
SEPARATION AGREEMENT AND GENERAL RELEASE
This Separation Agreement and General Release ("Agreement") is entered
into by and between EUGENE C. FLEMING ("Executive") on the one hand, and QUORUM
HEALTH GROUP, INC., ("Company") on the other.
WHEREAS, Executive has been most recently employed by the Company as
Executive Vice President/Chief Operating Officer; and
WHEREAS, Executive and Company desire to restructure and ultimately
sever their relationship in accordance with the terms and conditions set forth
below; and
WHEREAS, Executive and Company desire to avoid the risks and expenses
associated with litigation and to settle, once and forever, all liquidated and
unliquidated claims that Executive has or may have or may claim to have against
Company and the others released herein.
NOW, THEREFORE, for and in consideration of the mutual promises and
undertakings set forth below, Executive and Company agree as follows:
I. Executive and Company agree that Executive's employment with
Company will terminate on June 30, 1999, (Termination Date).
Executive's duties, through June 30, 1999 will be determined by the
Company's President and Chief Executive Officer. Executive will use
his accrued but unused vacation before June 30, 1999. Executive waives his
right to payment for any accrued vacation not used prior to June 30, 1999.
II. Company and Executive further agree as follows:
A. Executive will continue to receive his current monthly salary
through June 30, 1999. As soon as administratively practical, after
June 30, 1999, Company will pay Executive a lump sum payment of Two
Hundred Seventy Five Thousand ($275,000) Dollars, less deductions for
taxes and any other deductions required by law or regulation. Company
further agrees to pay Executive an additional Two Hundred Seventy Five
Thousand ($275,000) Dollars over twelve (12) equal monthly
installments, commencing on or about July 30, 1999, of Twenty Two
Thousand Nine Hundred Sixteen and 67/100 ($22,916.67) Dollars, less
deductions for taxes and any other deductions required by law or
regulation. In the event Executive dies prior to expiration of the full
term of this Agreement, any remaining compensation under this Agreement
shall continue to be paid to Executive's estate.
B. Following Executive's termination date, he will no longer be
eligible for health insurance coverage under the Company's group
health plans, except to the extent he is eligible for continuation
coverage under COBRA. Provided Executive exercises his COBRA
continuation rights with respect to Company's group health and
dental insurance plan(s) in which Executive participates as of June 30,
1999, the Company will pay Executive
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additional monthly compensation in an amount equal to the COBRA
continuation premium(s) for up to eighteen (18) months after June 30,
1999.It is understood and agreed that the additional compensation
provided under this paragraph will cease if and when Executive becomes
eligible for any other group health or dental insurance plan(s) or in
any way becomes ineligible for COBRA continuation benefits. It is the
Executive's sole responsibility to pay any COBRA continuation
premiums.
C. Executive agrees to make himself available to assist the Company in
connection with its defense or prosecution of legal matters including,
but not limited to, making himself available for consultation with the
Company's attorneys, attending and/or testifying in depositions,
arbitrations, or other legal proceedings and making available to
Company any and all documents in his possession which might be relevant
to any legal proceeding involving Company.
Executive further agrees to make himself available for a period of two
(2) years following his termination date, to accept periodic consulting
assignments or projects on behalf of Company. The nature and extent of
consulting assignments will vary as circumstances and Company's
needs shall dictate, and as Company and Executive shall mutually agree.
D. Executive will be reimbursed for reasonable out-of-pocket expenses
necessarily incurred by him in performing services under this
Agreement, in accordance with the company's normal policies with
respect to such reimbursements.
E. Executive's NON-COMPETE AGREEMENT dated May 6, 1996, shall remain in
full force and effect, provided however that, if Executive desires to
accept employment that is prohibited by his Non-Compete Agreement, he
may seek written approval to do so, and such approval shall not be
unreasonably withheld, from the Company's President & CEO. If such
approval is not granted by the Company's President & CEO, Executive may
appeal this decision to the Compensation Committee of the Company's
Board of Directors. Said appeal must be made within thirty (30) days of
the denial of any such request, and the decision of the Board's
Compensation Committee will be made within thirty (30) days of the
receipt of any such appeal if possible. The decision of the Board's
Compensation Committee will be final and binding.
F. Executive's employment with Company, and its affiliated operations
will terminate and benefits, if any, will cease on June 30, 1999. Upon
termination of employment, Executive will not be eligible for any
severance payment under any severance pay plan(s), policy(s), or
practice(s) which may now or may then exist, and Executive hereby
expressly, knowingly, and voluntarily opts out of and waives any claims
under any such plan(s), policy(s), or practice(s). Furthermore,
Executive will not be eligible for any bonus payment under any
incentive compensation program.
G. Executive hereby voluntarily, irrevocably, and unconditionally
acquits, releases and forever discharges Company and its owners,
members,
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partners, stockholders, predecessors, successors, assigns, agents,
insurers, directors, officers, employees, former employees,
representatives, subsidiaries, affiliates, and all persons acting
through, by, under, or in concert with any of the above, from any and
all complaints, causes of action, claims, demands, liabilities, or
rights, whether known or unknown and whether in law or in equity, that
Executive had, now has, or may claim to have in the future including
but not limited to any claims, causes of action or liabilities that
arise in whole or in part from Executive's employment by Company, its
subsidiaries, or affiliated operations (to the extent Executive has
ever been employed by any of them), and/or his termination from
employment with the Company. This General Release specifically
includes, but is not limited to, any and all claims Executive has or
may have arising under the Age Discrimination in Employment Act, 29
U.S.C. Section 621, et seq., and any other state, federal or municipal
regulation or recognized cause of action relating to age
discrimination. Executive acknowledges and asserts that he has entered
into this Agreement and specifically this General Release knowingly and
voluntarily, and that he is hereby advised in writing by Company to
consult with an attorney prior to executing this Agreement and, in
particular, this General Release. Executive further acknowledges and
asserts that he has been advised that he may take up to 22 days from
his receipt of this Agreement within which to consider this Agreement
and particularly the General Release contained herein, that he
understands that he may revoke this Agreement at any time within seven
days following the date of its execution, and that this Agreement shall
not become effective or enforceable until the revocation period has
expired.
H. Executive will be covered by Company's Directors and Officers
liability insurance coverage, on the same basis that coverage is
provided to former Executives of Company, for actions taken in good
faith and within the scope of his duties as Executive Vice
President/Chief Operating Officer of Company.
The Company will provide legal representation and support to, and will
indemnify Executive after termination to the same extent and under the
same circumstances as it provides legal representation, support and
indemnification to current Executives.
III. Executive agrees that he will not, through himself, his spouse, his
immediate family members or others with whom he is associated, divulge the
terms of this Agreement except as may be required by law. Company agrees
that it will not, through its agents divulge this information except as may
be required by law or in the normal course of business operations.
IV. Company and Executive warrant that neither party will make, publish or
otherwise disseminate any adverse, derogatory, defamatory, or confidential
statements or information about the other party.
V. This Agreement shall be binding upon Executive and upon his estate,
family, heirs, administrators, executors, guardians, conservators,
representatives, successors and assigns, and upon Company, its officials,
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directors, officers, agents, servants and employees, past and present,
successors and assigns.
VI. Executive represents and acknowledges that in executing this Agreement
he has not relied on any statement, promise, or representation other than
as specifically identified in this Agreement. Executive further represents
and acknowledges that no consideration has been or is being offered,
promised, or expected other than as specifically identified in this
Agreement. Except as set out in Paragraph II. E of this Agreement, this
Agreement fully, unconditionally and immediately supersedes any and all
prior agreements or understandings between the parties. Without limiting
the generality of the foregoing, this Agreement specifically supersedes the
EMPLOYMENT AGREEMENT between the Company and Executive entered into on May
6, 1996, and the SEVERANCE AGREEMENT dated May 6,1996, as well as any
amendments to either of these agreements and it is agreed that those
Agreements are herewith terminated, and of no further effect. This
Agreement may only be amended by written agreement signed by the party or
parties to be bound by the amendment, and parol evidence will be
inadmissible to show agreement by and among the parties to any term or
condition contrary or additional to the terms and conditions contained in
this Agreement.
VII. This Agreement is entered into and shall be construed in accordance
with the laws of the State of Tennessee.
EXECUTED as of the day and year set forth below.
QUORUM HEALTH GROUP, INC.
Dated: _____________ By: _________________________________
JAMES E. DALTON
Its: President & Chief Executive Officer
EUGENE C. FLEMING
Dated: _____________ _____________________________________
EXECUTIVE
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