AMENDMENT NO. 1 TO
THIS AMENDMENT NO. 1 (this Amendment), is dated as of February 27, 2019 (the Effective Date) and amends that certain Employment Agreement (the Agreement) dated as of March 24, 2018 between Ronald A. Rittenmeyer (the Executive) and Tenet Healthcare Corporation (the Company). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Agreement.
WHEREAS, the Company and the Executive previously entered into the Agreement;
WHEREAS, pursuant to Section 16 of the Agreement, the Agreement may be amended or waived only with the prior written consent of the Company and Executive; and
WHEREAS, the Company and Executive desire to amend the Agreement as set forth herein, effective as of the Effective Date.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:
1. The first sentence of Section 1 of the Agreement is hereby amended and restated as follows:
The Company agrees to continue to employ the Executive pursuant to the terms of this Agreement, and the Executive agrees to continue to be so employed commencing as of the Effective Date and ending on June 30, 2021 (the Term).
2. To reflect that nothing in this Amendment shall be interpreted to modify or alter any rights and obligations the Company or the Executive have with respect to the previously granted RSUs and Restricted Cash as provided in the Agreement prior to this Amendment, including the vesting schedule, the first sentence of each of Sections 3(c) and 3(d) of the Agreement is hereby amended to delete the phrase as of the conclusion of the Term and insert in lieu thereof on February 28, 2020.
3. A new Section 3(h) is added as follows:
(h) Additional Equity Awards. In consideration of the Executive entering into the Amendment and as an inducement to continue Executives employment with the Company through the conclusion of the Term, on February 27, 2019 the Company will grant an additional award of restricted stock units (collectively with the RSUs set forth in Section 3(c) hereof, the RSUs) pursuant to the Sixth Amended and Restated Tenet Healthcare 2008 Stock Incentive Plan (the Plan) with an aggregate grant date fair value equal to $16,000,000, which shall vest in nine (9) equal quarterly installments beginning on June 30, 2019 until fully vested as of the conclusion of the Term (each such quarterly date beginning on June 30, 2019 and concluding on June 30, 2021, a Vesting Date), subject to the Executives continued employment with the Company through each Vesting Date, unless vesting is accelerated in accordance with Section 4 below. All other terms and conditions of such awards shall be governed by the terms and conditions of the Plan and the applicable award agreement, provided that such terms and conditions shall not be inconsistent with the terms of this Agreement.