[Letterhead] October 1,2013
Exhibit 10.27
[Letterhead]
October 1, 2013
Frederick A. Hessler
169 East 69th Street, Penthouse B
New York, NY 10021
***@***
Dear Fred:
We would like to set forth the terms of your compensation as a director on the board of directors (the Board) of Surgical Care Affiliates, LLC, a Delaware limited liability company (SCA), and such other subsidiaries of SCA as the Managing Member of ASC Acquisition LLC, a Delaware limited liability company (the Parent), may reasonably request from time to time. The terms of this letter agreement (this Agreement) will be effective as of your appointment to the Board, expected October 1, 2013 (the Effective Date).
I. | Annual Board of Directors Compensation |
For your service as a Board members, you will receive (a) an annual cash retainer of $50,000, payable in equal quarterly installments of $12,500 in arrears within 30 days after the end of each quarter of service (if you serve part of a quarter, the payment will be prorated based on the number of weeks in the quarter served and paid within 30 days of the termination of your service), and (b) $30,000 in the form of restricted stock units (the RSUs) of the Parent, pursuant to a Restricted Equity Unit Grant Agreement in the form attached hereto. The initial RSU grant will occur as soon as practicable after the date hereof and will be effective for purposes of vesting as of October 1, 2013. Thereafter you shall receive $30,000 in the form of RSUs of the Parent on or about each anniversary of October 1, subject to your continuing to serve on the Board on each such anniversary. The RSUs will vest ratably over a two-year period (i.e., 50% vested 12 months after the grant and 100% vested 24 months after the grant), subject to your continuing to serve on the Board through such date.
II. | Compensation for Service as Audit Committee Chair |
This letter will also confirm your selection and your agreement to serve as the Chair of SCAs Audit Committee. For such service, you will receive an annual cash retainer of $15,000, payable in equal quarterly installments of $3,750 in arrears within 30 days after the end of each quarter of service (if you serve part of a quarter, the payment will be prorated based on the number of weeks in the quarter served and paid within 30 days of the termination of your service).
III. | Attendance at Board and Audit Committee Meetings |
You will be expected to use your reasonable best efforts to attend all Board and Audit Committee meetings, and will be expected to attend a minimum of three quarterly Board meetings each year in person. Otherwise, you may attend such meeting by telephonic or other electronic means. Reasonable expenses actually incurred by you in traveling to the Board or Audit Committee Meetings shall be reimbursed by SCA upon presentation of such documentation as SCA may reasonably request.
IV. | Reelection to the Board and as Audit Committee Chair |
Your continued service on the Board will be subject in all respects to the provisions of the limited liability agreements of each of SCA and the Parent.
Sincerely, | ||||
ASC ACQUISITION LLC, sole member of Surgical Care Affiliates, LLC | ||||
By: TPG Partners V, L.P., its Managing Member | ||||
By: TPG GenPar V, L.P., its general partner | ||||
By: TPG Advisors V, Inc., its general partner | ||||
By: | /s/ Todd Sisitsky | |||
Name: | Todd Sisitsky | |||
Title: | Vice President |
ACCEPTED: | ||
/s/ Frederick A. Hessler | ||
Frederick A. Hessler | ||
Date: | Oct. 7, 2013 |