QUORUM HEALTH CORPORATION (NYSE:QHC) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersItem 5.02
On September29, 2017, the Board of Directors (the “Board”) of Quorum Health Corporation, a Delaware corporation (the “Company”) approved entering into a change in control severance agreement in the approved form (the “CIC Agreement”) with each of Michael Culotta, Shaheed Koury, R. Harold McCard, Jr. and Matthew Hayes (collectively, the “Executive Officers”) and with certain senior vice presidents of the Company (collectively, the “Senior Vice Presidents”, and together with the Executive Officers, the “Officers”). (Each of Thomas Miller, the Company’s President and Chief Executive Officer, and Martin Smith, the Company’s Executive Vice President of Operations, has an existing change in control severance agreement with the Company as a result of such agreements being assumed by the Company from Community Health Systems, Inc. in connection with the spin-off.)
The initial term of the CIC Agreement will expire on December31, 2019; provided, however, that on December31, 2018 and each December31st thereafter, the term will automatically extend for one additional year unless either party gives at least 90 days’ notice of non-extension. Notwithstanding the foregoing, following the occurrence of a Change in Control (as defined in the CIC Agreement) the term shall not expire prior to the expiration of 24 months following such Change in Control. If an Officer’s employment is terminated (y)without Cause (as defined in the CIC Agreement) within 24 months following a Change in Control, or (z)by the executive for Good Reason (as defined in the CIC Agreement) within 24 months (for Executive Officers) or 12 months following a Change in Control (for Senior Vice Presidents), the Officer shall be entitled to receive, in addition to all compensation earned or accrued through the date of termination, (i)a pro-rata bonus for the year of termination, based on the Company’s actual performance (“Pro-Rata Bonus”), (ii)three times (for Executive Officers) or two times (for Senior Vice Presidents) the sum of (A)such Officer’s base salary at the time of the Change in Control (or, if greater, at any time thereafter) and (B)the target annual bonus that would be payable to such Officer in respect of the fiscal year in which the termination date occurs, assuming the Company meets its target, (iii)continuation of the health and welfare benefits provided to such executive officer immediately prior to the Change in Control (or, if greater, provided immediately prior to termination) for a period of 36 months (for Executive Officers) or 24 months (for Senior Vice Presidents), and (iv)reimbursement of legal costs. The Company’s obligation to pay and provide these severance benefits is subject to execution, delivery and non-revocation of a release.
to the CIC Agreement, a termination without Cause or by the executive officer for Good Reason will be deemed to have occurred after a Change in Control if an executive officer is terminated by the Company without Cause or terminates for Good Reason at any time prior to a Change in Control and such termination (i)occurs after the Company entered into a definitive agreement, the consummation of which would constitute a Change in Control, or (ii)such executive officer reasonably demonstrates that such termination was at the request of a third party who has indicated an intention or has taken steps reasonably calculated to effect a Change in Control.
| Item 5.02 | Financial Statements and Exhibits |
The following exhibit is filed herewith:
Quorum Health Corp ExhibitEX-10.1 2 d454381dex101.htm EX-10.1 EX-10.1 Exhibit 10.1 CHANGE IN CONTROL SEVERANCE AGREEMENT THIS CHANGE IN CONTROL SEVERANCE AGREEMENT is made as of the day of ,…To view the full exhibit click here
About QUORUM HEALTH CORPORATION (NYSE:QHC)
Quorum Health Corporation is an operator and manager of general acute care hospitals and outpatient services in the United States. The Company operates in two segments: Hospital operations, which includes its general acute care hospitals and related healthcare entities that provide inpatient and outpatient healthcare services, and hospital management advisory and consulting services, which includes Quorum Health Resources, LLC (QHR). It operates QHR, which is a hospital management advisory and consulting services that provides services to non-affiliated general acute care hospitals. Its hospitals and its affiliated businesses offer services, such as general acute care, emergency room, general and specialty surgery and rehabilitation services. On April 1, 2016, Community Health Systems, Inc. announced that its board of directors has approved the distribution to its stockholders of 100% of the common stock of a new, independent publicly traded company, Quorum Health Corporation.