2.6
|
Committee:
|
The
duties of the Committee set forth in the Plan shall be satisfied
by:
|
___ |
(a)
|
Company
|
|
___ |
(b)
|
The
administrative committee appointed by the Board to serve at the pleasure
of the Board.
|
|
___ |
(c)
|
Board.
|
|
XX
|
(d)
|
Other
(specify): CHS/Community
Health Systems, Inc. Retirement
Committee.
|
2.8
|
Compensation:
|
The
"Compensation" of a Participant shall mean all of a
Participant's:
|
XX
|
(a)
|
Base
salary.
|
|
___ |
(b)
|
Service
Bonus.
|
|
___ |
(c)
|
Performance-Based
Compensation earned in a period of 12 months or more.
|
|
___ |
(d)
|
Commissions.
|
|
___ |
(e)
|
Compensation
received as an Independent Contractor reportable on Form
1099.
|
|
XX
|
(f)
|
Other:
Bonus
|
|
2.9
|
Crediting
Date:
|
The
Deferred Compensation Account of a Participant shall be credited with the
amount of any Participant Deferral to such account at the time
designated
below:
|
___ |
(a)
|
The
last business day of each Plan Year.
|
|
___ |
(b)
|
The
last business day of each calendar quarter during the Plan
Year.
|
|
___ |
(c)
|
The
last business day of each month during the Plan Year.
|
|
___ |
(d)
|
The
last business day of each payroll period during the Plan
Year.
|
|
___ |
(e)
|
Each
pay day as reported by the Employer.
|
|
XX
|
(f)
|
Any
business day on which Participant Deferrals are received by the
administrative recordkeeper.
|
|
___ |
(g)
|
Other:
___________________________________________.
|
2.13
|
Effective
Date:
|
___ |
(a)
|
This
is a newly-established Plan, and the Effective Date of the Plan is
_______________.
|
|
XX
|
(b)
|
This
is an amendment and restatement of a plan named Triad
Hospitals, Inc. Deferred Compensation Plan with an effective date
of January
1, 2005, an amendment and restatement of a plan named Quorum
Nonqualified Retirement Plan with an effective date of July
1, 1994, an
amendment and restatement of a plan named River
Region Physicans’ Nonqualified Retirement Plan with an effective
date of November 1, 1994, an amendment and
restatement of a plan named Kosciusko
Physicans’ Nonqualified Retirement Plan with an effective
date of February 1, 1999, an amendment and
restatement of a plan named Mary
Black Health Systems, LLC Nonqualified Retirement Plan with an effective
date of July
1, 1996 and an amendment and restatement of a plan named CHS NQDCP with an
effective date of November
1, 2008.
The Effective Date of this amended and
restated Plan is September
1, 2009.
|
XX
|
(i)
|
All
amounts in Deferred Compensation Accounts shall be subject to the
provisions of this amended and restated Plan.
|
|
___ |
(ii)
|
Any
Grandfathered Amounts shall be subject to the Plan rules in effect on
October 3, 2004.
|
2.20
|
Normal
Retirement
Age:
|
The
Normal Retirement Age of a Participant shall
be:
|
___ |
(a)
|
Age
___.
|
|
___ |
(b)
|
The
later of age ___ or the _______ anniversary of the participation
commencement date. The participation commencement date is the first day of
the first Plan Year in which the Participant commenced participation in
the Plan.
|
|
XX
|
(c)
|
Other:
The later of age 65 or
age 55 and 10 Years of Service based on Section
6(f)(1).
|
2.23
|
Participating
Employer(s):
|
As
of the Effective Date, the following Participating Employer(s) are parties
to the Plan:
|
Name of Employer
|
Address
|
Telephone No.
|
EIN
|
|||
CHS/Community
Health Systems, Inc.
|
4000
Meridian Blvd.
|
615-465-7000
|
76-0137985
|
|||
Franklin,
TN 37067
|
||||||
2.26
|
Plan:
|
The
name of the Plan is
|
CHS NQDCP. |
2.28
|
Plan
Year:
|
The
Plan Year shall end each year on the last day of the month of December.
|
2.30
|
Seniority
Date:
|
The
date on which a Participant has:
|
___ |
(a)
|
Attained
age ___.
|
|
___ |
(b)
|
Completed
__ Years of Service from First Date of Service.
|
|
___ |
(c)
|
Attained
age __ and completed __ Years of Service from First Date of
Service.
|
|
___ |
(d)
|
Attained
an age as elected by the Participant.
|
|
XX
|
(e)
|
Attained
age 65
or attained age 55 and completed
10
Years of Service from based on Section 6(f)(1).
|
|
___ |
(f)
|
Not
applicable – distribution elections for Separation from Service are not
based on Seniority Date
|
4.1
|
Participant
Deferral Credits:
|
Subject
to the limitations in Section 4.1 of the Plan, a Participant may elect to
have his Compensation
(as selected in Section 2.8 of this Adoption Agreement) deferred within
the annual limits below by the following percentage or amount as
designated in writing to the
Committee:
|
XX
|
(a)
|
Base
salary:
|
minimum
deferral: __________%
|
maximum
deferral : $__________ or ____75______%
|
___ |
(b)
|
Service
Bonus:
|
minimum
deferral: __________%
|
maximum
deferral : $__________ or
__________%
|
___ |
(c)
|
Performance-Based
Compensation:
|
minimum
deferral: __________%
|
maximum
deferral : $__________ or
__________%
|
___ |
(d)
|
Commissions:
|
minimum
deferral: __________%
|
maximum
deferral : $__________ or
__________%
|
___ |
(e)
|
Form
1099 Compensation:
|
minimum
deferral: __________%
|
maximum
deferral : $__________ or
__________%
|
XX
|
(f)
|
Other: Bonus
|
minimum
deferral: __________%
|
maximum
deferral : $__________ or ____100______%
|
___ |
(g)
|
Participant
deferrals not allowed.
|
4.2
|
Employer
Credits:
|
Employer
Credits will be made in the following
manner:
|
XX
|
(a)
|
Employer Discretionary
Credits: The Employer may make discretionary credits to the
Deferred Compensation Account of each Active Participant in an amount
determined as follows:
|
XX
|
(i)
|
An
amount determined each Plan Year by the Employer.
|
|
___ |
(ii)
|
Other:
_______________________________________.
|
XX
|
(b)
|
Other Employer Credits:
The Employer may make other credits to the Deferred Compensation Account
of each Active Participant in an amount determined as
follows:
|
XX
|
(i)
|
An
amount determined each Plan Year by the Employer.
|
|
___ |
(ii)
|
Other:
_______________________________________.
|
___ |
(c)
|
Employer
Credits not allowed.
|
5.2
|
Disability
of a Participant:
|
___ |
(a)
|
A
Participant's becoming Disabled shall be a Qualifying Distribution Event
and the Deferred Compensation Account shall be paid by the Employer as
provided in Section 7.1.
|
|
XX
|
(b)
|
A
Participant becoming Disabled shall not be a
Qualifying Distribution Event.
|
5.3
|
Death
of a Participant:
|
If
the Participant dies while in Service, the Employer shall pay a benefit to
the Beneficiary in
an amount equal to the vested balance in the Deferred Compensation Account
of the Participant determined as of the date payments to the Beneficiary
commence, plus:
|
___ |
(a)
|
An
amount to be determined by the Committee.
|
|
___ |
(b)
|
Other:
________________________________.
|
|
XX
|
(c)
|
No
additional benefits.
|
5.4
|
In-Service
or Education Distributions:
|
In-Service
and Education Accounts are permitted under the
Plan:
|
XX
|
(a)
|
In-Service
Accounts are allowed with respect
to:
|
XX
|
Participant Deferral Credits
only. (Effective
1/1/09)
|
|
___ | Employer Credits only. | |
XX
|
Participant
Deferral and Employer Credits. (Effective
through 12/31/08)
|
|
In-service
distributions may be made in the following manner:
|
||
XX
|
Single
lump sum payment.
|
|
XX
|
Annual
installments over a term certain not to exceed 3
years.
|
|
Education
Accounts are allowed with respect to:
|
||
___ |
Participant
Deferral Credits only.
|
|
___ |
Employer
Credits only.
|
|
___ |
Participant
Deferral and Employer Credits.
|
|
Education
Accounts distributions may be made in the following
manner:
|
||
___ |
Single
lump sum payment.
|
|
___ |
Annual
installments over a term certain not to exceed __
years.
|
|
If
applicable, amounts not vested at the time payments due under this Section
cease will be:
|
||
___ |
Forfeited
|
|
___ |
Distributed
at Separation from Service if vested at that
time
|
(b)
|
No
In-Service or Education Distributions
permitted.
|
5.5
|
Change
in Control Event:
|
___ |
(a)
|
Participants
may elect upon initial enrollment to have accounts distributed upon a
Change in Control Event.
|
|
XX
|
(b)
|
A
Change in Control shall not be a
Qualifying Distribution Event.
|
5.6
|
Unforeseeable
Emergency Event:
|
|
XX
|
(a)
|
Participants
may apply to have accounts distributed upon an Unforeseeable Emergency
event.
|
|
___ |
(b)
|
An
Unforeseeable Emergency shall not be
a Qualifying Distribution Event
|
6.
|
Vesting:
|
An
Active Participant shall be fully vested in the Employer Credits made
to the Deferred Compensation Account upon the first to occur of the
following events:
|
XX
|
(a)
|
Normal
Retirement Age.
|
|
XX
|
(b)
|
Death.
|
|
___ |
(c)
|
Disability.
|
|
___ |
(d)
|
Change
in Control Event
|
|
___ |
(e)
|
Other:
________________________________.
|
|
XX
|
(f)
|
Satisfaction
of the vesting requirement as specified below:
|
|
XX
|
Employer
Discretionary Credits:
|
___ |
(i)
|
Immediate
100% vesting.
|
|
XX
|
(ii)
|
100%
vesting after 3
Years of Service.
|
|
___ |
(iii)
|
100%
vesting at age __.
|
|
___ |
(iv)
|
Number
of
Years
Vested
of
Service
Percentage
|
Less
than
|
1
|
__%
|
||
1
|
__%
|
|||
2
|
__%
|
|||
3
|
__%
|
|||
4
|
__%
|
|||
5
|
__%
|
|||
6
|
__%
|
|||
7
|
__%
|
|||
8
|
__%
|
|||
9
|
__% | |||
10
or more
|
__%
|
For
this purpose, Years of Service of a Participant shall be calculated from
the date designated below:
|
XX
|
(1)
|
First
Day of Service.
|
|
___ |
(2)
|
Effective
Date of Plan Participation.
|
|
___ |
(3)
|
Each
Crediting Date. Under this option (3), each Employer Credit shall vest
based on the Years of Service of a Participant from the Crediting Date on
which each Employer Discretionary Credit is made to his or her Deferred
Compensation Account.
|
XX
|
Other
Employer Credits:
|
___ |
(i)
|
Immediate
100% vesting.
|
|
___ | (ii) |
100%
vesting after ___ Years of Service.
|
|
___ | (iii) |
100%
vesting at age __.
|
|
XX | (iv) | As indicated by the Employer prior to the time of contribution and subject to approval of administration capability by Principal. | |
___ |
(v)
|
Number
of
Years
Vested
of
Service
Percentage
|
Less
than
|
1
|
__%
|
||||
1
|
__%
|
|||||
2
|
__%
|
|||||
3
|
__%
|
|||||
4
|
__%
|
|||||
5
|
__%
|
|||||
6
|
__%
|
|||||
7
|
__%
|
|||||
8
|
__%
|
|||||
9
|
__% | |||||
10
or more
|
__%
|
For
this purpose, Years of Service of a Participant shall be calculated from
the date designated below:
|
___ |
(1)
|
First
Day of Service.
|
|
___ |
(2)
|
Effective
Date of Plan Participation.
|
|
___ |
(3)
|
Each
Crediting Date. Under this option (3), each Employer Credit shall vest
based on the Years of Service of a Participant from the Crediting Date on
which each Employer Discretionary Credit is made to his or her Deferred
Compensation Account.
|
7.1
|
Payment
Options:
|
Any
benefit payable under the Plan upon a permitted Qualifying Distribution
Event may
be made to the Participant or his Beneficiary (as applicable) in any of
the following payment forms, as selected by the Participant in the
Participation Agreement:
|
(a)
|
Separation from Service prior to Seniority Date,
or Separation from Service if Seniority Date is Not
Applicable
|
XX
|
(i)
|
A
lump sum.
|
|
___ |
(ii)
|
Annual
installments over a term certain as elected by the Participant not to
exceed ___ years.
|
|
___ |
(iii)
|
Other:
____________________________.
|
(b)
|
Separation from Service on or After Seniority
Date, If Applicable
|
XX
|
(i)
|
A
lump sum.
|
|
XX
|
(ii)
|
Annual
installments over a term certain as elected by the Participant not to
exceed 15
years.
|
|
___ |
(iii)
|
Other:
_____________________________.
|
(c)
|
Separation from Service Upon a Change in Control
Event
|
___ |
(i)
|
A
lump sum.
|
|
___ |
(ii)
|
Annual
installments over a term certain as elected by the Participant not to
exceed ___ years.
|
|
XX
|
(iii)
|
Other:
Not
Applicable.
|
(d)
|
Death
|
XX
|
(i)
|
A
lump sum.
|
|
___ |
(ii)
|
Annual
installments over a term certain as elected by the Participant not to
exceed ___ years.
|
|
___ |
(iii)
|
Other:
______________________________.
|
(e)
|
Disability
|
___ |
(i)
|
A
lump sum.
|
|
___ |
(ii)
|
Annual
installments over a term certain as elected by the Participant not to
exceed ___
years.
|
|
___ |
(iii)
|
Other:
______________________________.
|
|
XX
|
(iv)
|
Not
applicable.
|
|
If
applicable, amounts not vested at the time payments due under this Section
cease will be:
|
|||
___ |
Forfeited
|
||
___ |
Distributed
at Separation from Service if vested at that
time
|
(f)
|
Change in Control
Event
|
___ |
(i)
|
A
lump sum.
|
|
___ |
(ii)
|
Annual
installments over a term certain as elected by the Participant not to
exceed ___ years.
|
|
___ |
(iii)
|
Other:
|
|
XX
|
(iv)
|
Not
applicable.
|
|
If
applicable, amounts not vested at the time payments due under this Section
cease will be:
|
|||
___ |
Forfeited
|
||
___ |
Distributed
at Separation from Service if vested at that
time
|
7.4
|
De
Minimis Amounts.
|
|
___ |
(a)
|
Notwithstanding
any payment election made by the Participant, the vested balance in the
Deferred Compensation Account of the Participant will be distributed in a
single lump sum payment at the time designated under the Plan if at the
time of a permitted Qualifying Distribution Event that is either a
Separation from Service, death, Disability (if applicable) or Change in
Control Event (if applicable) the vested balance does not exceed ______. In addition, the
Employer may distribute a Participant's vested balance at any time if the
balance does not exceed the limit in Section 402(g)(1)(B) of the Code and
results in the termination of the Participant's entire interest in the
Plan
|
|
XX
|
(b)
|
There
shall be no pre-determined de minimis amount under the Plan; however, the
Employer may distribute a Participant's vested balance at any time if the
balance does not exceed the limit in Section 402(g)(1)(B) of the Code and
results in the termination of the Participant's entire interest in the
Plan.
|
10.1
|
Contractual
Liability:
|
Liability
for payments under the Plan shall be the responsibility of
the:
|
XX
|
(a)
|
Company.
|
|
___ |
(b)
|
Employer
or Participating Employer who employed the Participant when amounts were
deferred.
|
CHS/Community Health Systems,
Inc.
Name
of Employer
|
|||
By:
|
/s/
James W. Doucette
|
||
Authorized
Person
|
|||
Date:
|
8/11/09
|