(a)

Concurrently with the execution of this Agreement, the Company has (i) increased the size of the Board by two (2) directors to twelve (12) directors such that there would be two (2) vacancies on the Board and (ii) appointed Matthew Ripperger (“Mr. Ripperger”) and Randy Simpson (“Mr. Simpson”, each of Mr. Ripperger and Mr. Simpson a “Glenview Designee” and together the “Glenview Designees”) to fill the newly created vacancies. Each of the Glenview Designees has previously executed and delivered to the Company (x) a completed director and officer questionnaire (the “D&O Questionnaire”), in the form provided to Glenview, (y) an executed letter in the form attached hereto as Exhibit A (the “Nominee Letter”) and (z) an executed irrevocable resignation in the form attached hereto as Exhibit B-1 (in the case of Mr. Ripperger) and Exhibit B-2 (in the case of Mr. Simpson) (the “Resignation Letters” and together with the D&O Questionnaire and the Nominee Letter, the “Nomination Documents”). The Company agrees that the size of the Board shall not increase to be larger than fourteen (14) directors through the date of the Company’s 2017 annual meeting of shareholders (the “2017 Annual Meeting”), after which, during the Standstill Period, the size of the Board shall not exceed twelve (12) directors.

(c)

Subject to Glenview’s compliance with Section 2, the Company will use reasonable best efforts to cause the election of the Glenview Designees to the Board at the 2016 Annual Meeting, and, if the Glenview Designees agree to serve, at the 2017 Annual Meeting (including recommending that the Company’s shareholders vote in favor of the election of the Glenview Designees (along with all of the Company’s nominees) and otherwise supporting the Glenview Designees for election in a manner no less rigorous and favorable than the manner in which the Company supports its other nominees in the aggregate).

(d)

For so long as the Glenview Designees serve on the Board, but subject to compliance with New York Stock Exchange listing requirements regarding independence of directors and committee members including applicable enhanced requirements with respect to certain committees, including the Human Resources (Compensation) Committee, Mr. Ripperger shall be appointed to the Human Resources (Compensation) Committee of the Board and the Health IT Committee of the Board and Mr. Simpson shall be appointed to the Nominating and Corporate Governance Committee of the Board and the Quality, Compliance & Ethics Committee of the Board.

(e)

At all times while serving as a member of the Board, the Glenview Designees shall (i) comply with all policies, procedures, processes, codes, rules, standards and guidelines applicable to Board members, including the Company’s Standards of Conduct, securities trading policies, anti-hedging policies, Regulation FD-related policies, director confidentiality policies and corporate governance guidelines, and preserve the confidentiality of Company business and information, including discussions or matters considered in meetings of the Board or Board committees and (ii) be provided the same access to information of the Company as that provided to other independent directors of the Company in their capacity as a member of the Board (all subject to Section 4 of this Agreement).

(f)

Should a Glenview Designee or an Independent Nominee (as defined in Section 1(j)) be rendered unable to serve on the Board at any time (other than as a result of not being nominated by the Company for an annual meeting subsequent to the 2017 Annual Meeting), the Company shall, at the request of Glenview, add as a member of the Board a replacement that is approved by the Board and by Glenview (a “Replacement”); provided, that in the case of the Glenview Designees, such Replacement shall be a member of Glenview with similar skills and responsibilities as the Glenview Designee. In addition, any such Replacement who becomes a Board member in replacement of a Glenview Designee shall be deemed to be a Glenview Designee for all purposes under this Agreement, and all Replacements (including a Replacement of an Independent Nominee) prior to his or her appointment to the Board, shall be required to provide to the Company equivalent Nomination Documents and meet with representatives of the Nominating and Corporate Governance Committee of the Board in accordance with the practices of the Board and the Nominating and Corporate Governance Committee.

(g)

If at any time after the date hereof, Glenview, together with all controlled Affiliates of the members of Glenview (such controlled Affiliates, collectively and individually, the “Glenview Affiliates”), ceases collectively to Beneficially Own, an aggregate Net Long Position of at least (x) 10% of the outstanding Common Stock as of such date, the Resignation Letter previously provided by Mr. Ripperger in the form of Exhibit B-1 shall become effective, and/or (y) 5% of the outstanding Common Stock as of such date, the Resignation Letters previously provided by both Mr. Ripperger and Mr. Simpson in the form of Exhibit B-1 and Exhibit B-2 shall become effective. Glenview shall keep the Company regularly apprised of the Net Long Position of Glenview and the Glenview Affiliates to the extent that Glenview is no longer subject to Section 16 of the Exchange Act and such position differs from the ownership positions publicly reported on Glenview’s Schedule 13D and amendments thereto.

(h)

If at any time after the date hereof Glenview or any of the Glenview Affiliates breaches in any material respect any of the terms of this Agreement and (i) if such breach is curable, fails to cure such breach within ten business days following the receipt of written notice thereof from the Company specifying such breach or (ii) if such breach is not curable, immediately upon the receipt of written notice thereof from the Company specifying such breach, the Resignation Letters previously provided by the Glenview Designees shall become effective, and the Company shall have no further obligations under this Section 1.

(i)

Upon the execution of this Agreement, Glenview irrevocably agrees not to (i) nominate any person for election at the 2016 Annual Meeting or the 2017 Annual Meeting, (ii) submit any proposal for consideration at, or bring any other business before, the 2016 Annual Meeting or the 2017 Annual Meeting, directly or indirectly, or (iii) initiate, encourage or participate in any “withhold” or similar campaign with respect to the 2016 Annual Meeting or the 2017 Annual Meeting, directly or indirectly, and shall not permit any of its Affiliates to do any of the items in this Section 1(i). During the Standstill Period (as defined in Section 2(a)), Glenview shall not and shall not permit any of its Affiliates to publicly or privately encourage or support any other stockholder or third party to take any of the actions described in this Section 1(i).

(j)

Between December 15, 2016 and January 31, 2017 Glenview may propose two individuals for nomination to the Board, who have the relevant business experience to be a director of the Company and are independent of both Glenview (i.e., are not a current or former employee or Affiliate of Glenview or any of its Affiliates and are not full time managers or employees of any other hedge fund) and the Company (for purposes of NYSE listed company governance rules) (the “Independent Nominees”). The appointment of the Independent Nominees to the Board shall be subject to the Board’s exercise of its fiduciary duties and satisfactory completion of its customary due diligence process (including its review of a questionnaire for director nominees, a background check and interviews) and the Nominating and Corporate Governance Committee of the Board fulfilling its responsibilities to review candidates for the Board and make recommendations to the Board regarding the qualifications of candidates for the Board. Unless the Board finds that one or both of the Independent Nominees are not reasonably acceptable to the Board, acting in good faith and the Company provides Glenview in writing the reasons for such determination of unacceptability by the Board (an “Unacceptability Notice”), then the Board shall promptly thereafter appoint the Independent Nominees to the Board, such appointments to be effective January 31, 2017 (or a date promptly thereafter in the event the Board and/or the Nominating and Corporate Governance Committee have not completed their respective reviews described herein). If the Company sends Glenview an Unacceptability Notice for one or both of the Independent Nominees, then Glenview may propose another individual or other individuals, as applicable, as the Independent Nominee or Nominees and any such Independent Nominee will be subject to the same process. Subject to the last sentence of Section 1(a), the appointments of the Independent Nominees shall not increase the size of the Board to be larger than fourteen (14) directors (it being agreed and understood that such appointments shall, when necessary to comply with such limitation on the size of the Board, occur concurrently with the resignation of an existing member of the Board (other than the Glenview Designees)).

(k)

Subject to Glenview’s compliance with Section 2, the Company will (i) include the Independent Nominees in its slate of nominees for election as directors of the Company at the 2017 Annual Meeting and (ii) use reasonable best efforts to cause the election of the Independent Nominees to the Board at the 2017 Annual Meeting (including recommending that the Company’s shareholders vote in favor of the election of the Independent Nominees (along with all the Company’s nominees) and otherwise supporting the Independent Nominees for election in a manner no less rigorous and favorable than the manner in which the Company supports its other nominees in the aggregate).

(a)

Glenview agrees that, from the date of this Agreement until the earlier of (1) the date that is ten business days following written notice from Glenview to the Company of a material breach by the Company of this Agreement if the Company has not cured such breach by the tenth business day following such notice and (2) the later of (x) the completion of the 2017 Annual Meeting (including any postponements, adjournments and continuations thereof, but not later than May 31, 2017) and (y) 15 days after the date that both of the Glenview Designees (including any Replacement) cease to serve as a director (the “Standstill Period”), no member of Glenview shall, directly or indirectly, and each member of Glenview shall cause each Glenview Affiliate not to, directly or indirectly (it being understood and agreed that the following restrictions shall not apply to the Glenview Designee’s boardroom discussions conducted solely in such person’s capacity as a director of the Company):

(i)

(A) solicit proxies or written consents of stockholders or conduct any other type of referendum (binding or non-binding) with respect to, or from the holders of, the Voting Securities (as defined herein), or become a “participant” (as such term is defined in Instruction 3 to Item 4 of Schedule 14A promulgated under the Exchange Act) in or assist any Third Party (as defined herein) in any “solicitation” of any proxy, consent or other authority (as such terms are defined under the Exchange Act) to vote any shares of the Voting Securities (other than such encouragement, advice or influence that is consistent with Company management’s recommendation in connection with such matter) or (B) control or exert influence over or seek to control or exert influence over the voting of any Voting Securities as to which a Third Party that is a counterparty to any Net Long Position of Glenview possesses power to vote or direct the voting (other than such control or influence that is consistent with Company management’s recommendation in connection with such matter);

(v)

sell, offer or agree to sell directly or indirectly, through swap, hedging, derivative transactions or otherwise, the securities of the Company or any rights decoupled from the underlying securities held by Glenview to any person or entity not a party to this agreement (a “Third Party”) that would to Glenview’s knowledge result in such Third Party, together with its Affiliates, owning, controlling or otherwise having any beneficial or other ownership interest in the aggregate of 5% or more of the shares of Common Stock outstanding at such time or would increase the beneficial or other ownership interest of any Third Party who, together with its Affiliates, has a beneficial or other ownership interest in the aggregate of 5% or more of the shares of Common Stock outstanding at such time, except in each case in a transaction approved by the Board (it being understood and agreed that Glenview shall have no obligation to investigate or inquire as to the shareholdings of any counterparty to open market or underwritten sales by Glenview or sales through “bought deals”);

(vi)

grant any proxy, consent or other authority to vote with respect to any matters (other than to the named proxies included in the Company’s proxy card for any annual meeting or special meeting of stockholders) or deposit any Voting Securities of the Company in a voting trust or subject them to a voting agreement or other arrangement of similar effect with respect to any annual or special meeting except as provided in Section 2(b) below, or action by written consent (excluding customary brokerage accounts, margin accounts, prime brokerage accounts and the like);

(viii)

institute, solicit, assist or join, as a party, any litigation, arbitration or other proceeding (each a “Proceeding”) against or involving the Company or any of its current or former directors or officers (including derivative actions), it being understood that nothing in this Agreement shall prohibit Glenview from (i) making any claim as a shareholder in connection with any class action Proceeding brought by a named plaintiff other than Glenview or (ii) initiating any Proceeding in connection with enforcing the terms of this Agreement;

(ix)

without the prior approval of the Board, separately or in conjunction with any other person or entity in which it is or proposes to be either a principal, partner or financing source or is acting or proposes to act as broker or agent for compensation, propose (publicly, privately or to the Company) or participate in, effect or seek to effect, any tender offer or exchange offer, merger, acquisition, reorganization, restructuring, recapitalization, extraordinary dividend, significant share repurchase, or any similar transaction or other business combination involving the Company or any of its subsidiaries or its or their securities or a material amount of the assets or businesses of the Company, any of the Company’s Affiliates, or any subsidiary, business, venture or division of the foregoing, or encourage, initiate or support any other Third Party in any such activity;

(x)

purchase or cause to be purchased or otherwise acquire or agree to acquire Beneficial Ownership of any Voting Securities, if in any such case, immediately after the taking of such action, Glenview would, in the aggregate, collectively beneficially own an amount that would exceed 25% of the then outstanding shares of Common Stock; provided that all Voting Securities Beneficially Owned by Glenview in excess of 20% of the outstanding shares of Common Stock shall be voted in the same proportion of “for”, “against” and “abstain” votes as the other shareholders of the Company vote in the aggregate on any matter properly brought before the shareholders of the Company (after excluding the votes of Glenview);

(xi)

take any action, alone or with a Third Party, in support of or make any proposal or request, other than through the Glenview Designees, that constitutes (A) controlling, changing or influencing the Board or management of the Company, including any plans or proposals to change the number of directors or to fill any vacancies on the Board, (B) any material change in the capitalization, share repurchase programs and practices, capital allocation programs and practices or dividend policy of the Company, (C) any other material change in the Company’s management, business or corporate structure or (D) seeking to have the Company waive or make amendments or modifications to the Company’s certificate of incorporation or bylaws;

(b)

Until the end of the Standstill Period, Glenview and the Glenview Affiliates shall cause all Voting Securities owned by them directly or indirectly, whether owned of record or Beneficially Owned, as of the record date for any annual or special meeting of stockholders or in connection with any solicitation of shareholder action by written consent (each a “Shareholders Meeting”) within the Standstill Period, in each case that are entitled to vote at any such Shareholders Meeting, to be present for quorum purposes and to be voted, at all such Shareholders Meetings or at any adjournments or postponements thereof, (i) for all directors nominated by the Board for election at such Shareholders Meeting and (ii) in accordance with the recommendation of the Board on any other proposals or other business that comes before any Shareholder Meeting, including with respect to the 2016 Annual Meeting and the 2017 Annual Meeting (other than any proposals that require shareholder approval relating to mergers, acquisitions or other business combinations or extraordinary transactions, or the issuance of Company equity securities in connection with any such transaction). Notwithstanding anything to the contrary contained herein, at the 2017 Annual Meeting, and at all annual or special meetings of shareholders of the Company (or any solicitation of shareholder action by written consent) thereafter during the Standstill Period, all of the Voting Securities Beneficially Owned by Glenview as of the record date for the 2017 Annual Meeting (or such annual or special meetings thereafter or any solicitation of shareholder action by written consent) shall be voted in the same proportion of “for”, “against” and “abstain” votes as the other shareholders of the Company vote in the aggregate on each of the matters properly brought before the Shareholders Meeting, including the election of directors (other than with respect to proposals that require shareholder approval relating to mergers, acquisitions or other business combinations or extraordinary transactions, or the issuance of Company equity securities in connection with any such transaction). In addition, (x) so long as Mr. Ripperger serves on the Board, the 9,000 shares of Common Stock owned by Mr. Ripperger as of the date hereof shall not be subject to the obligations contained in this Section 2(b).

Public Announcements. Promptly following the execution of this Agreement, the Company and Glenview shall announce this Agreement by means of a jointly issued, mutually agreeable press release in the form attached hereto as Exhibit C (the “Press Release”). During the Standstill Period, neither the Company nor Glenview nor any Glenview Affiliate shall make or cause to be made any public announcement or statement that is inconsistent with or contrary to the statements made in the Press Release, except as required by law or legal process or the rules of any stock exchange or with the prior written consent of the other party. The Company acknowledges that Glenview intends to file this Agreement and the agreed-upon Press Release as an exhibit to its Schedule 13G pursuant to an amendment (which shall convert such Schedule 13G to a Schedule 13D) that the Company shall have the opportunity to review in advance. During the Standstill Period, the Company shall have an opportunity to review in advance any Schedule 13D filing made by Glenview or any Glenview Affiliate with respect to this Agreement or the matters addressed herein. Glenview acknowledges and agrees that the Company intends to file this Agreement and file or furnish the Press Release with the SEC as exhibits to a Current Report on Form 8-K and to file (or incorporate by reference) this Agreement as an exhibit to future filings with the SEC.

Confidentiality Agreement. The Company hereby agrees that: (i) the Glenview Designees are permitted to and may provide confidential information to certain officers, employees and legal, tax and accounting advisors of Glenview that are involved in advising Glenview regarding its investment in the Company subject to and solely in accordance with the terms of the confidentiality agreement in the form attached hereto as Exhibit D (the “Confidentiality Agreement”) (which Glenview agrees to execute and deliver to the Company simultaneously with Glenview’s execution and delivery of this Agreement and cause the Glenview Designees and such officers, employees, and legal, tax and accounting advisors of Glenview to abide by) and (ii) the Company will execute and deliver the Confidentiality Agreement to Glenview substantially contemporaneously with execution and delivery thereof by the other signatories thereto.

Non-Disparagement. During the Standstill Period, Glenview and the Company agree to not make, or cause to be made (whether directly or indirectly through any Affiliate), any public statement or announcement that relates to and constitutes an ad hominem attack on, or relates to and otherwise disparages, the other party or their respective business, operations or financial performance, officers or directors or any person who has served as an officer or director of either party in the past, or who serves as an officer, director or agent of either party (a) in any document or report filed with or furnished to the SEC or any other governmental agency, (b) in any press release or other publicly available format or (c) to any journalist or member of the media (including without limitation, in a television, radio, internet, newspaper or magazine interview).

Representations and Warranties of All Parties. Each of the parties represents and warrants to the other party that: (a) such party has all requisite company power and authority to execute and deliver this Agreement and to perform its obligations hereunder; (b) this Agreement has been duly and validly authorized, executed and delivered by it and is a valid and binding obligation of such party, enforceable against such party in accordance with its terms; and (c) this Agreement will not result in a violation of any terms or conditions of any agreements to which such person is a party or by which such party may otherwise be bound or of any law, rule, license, regulation, judgment, order or decree governing or affecting such party.

Representations and Warranties of Glenview. Each member of Glenview jointly represents and warrants that, as of the date of this Agreement, (a) Glenview, together with all of the Glenview Affiliates, collectively Beneficially Own, an aggregate of 17,890,230 shares of Common Stock; (b) except for such ownership, no member of Glenview, individually or in the aggregate with all other members of Glenview and the Glenview Affiliates, has any other Beneficial Ownership of, and/or economic exposure to, any Voting Securities, including through any derivative transaction described in the definition of “Beneficial Ownership” above; (c) Glenview, collectively with the Glenview Affiliates, have a Net Long Position of 17,890,230 shares of Common Stock; and (d) Glenview has not provided or agreed to provide, and will not provide, any compensation in cash or otherwise to any Glenview Designee, solely in his capacity as a director or director nominee of the Company in connection with such Glenview Designee’s nomination and appointment to, or service on, the Board.

Net Operating Losses. Glenview hereby covenants and agrees that during the Standstill Period it will use reasonable best efforts to not take any action, including rebalancing trades among Affiliates of Glenview, that results in any of Glenview’s investment funds that own (a) less than a 5% interest in the Company’s Voting Securities as of the date hereof acquiring a greater than 5% interest in the Company’s Voting Securities after the date hereof or (b) greater than a 5% interest in the Company’s Voting Securities as of the date hereof acquiring additional Voting Securities after the date hereof, which action (i) was not proposed in writing to the Board by Glenview at least ten business days in advance of such action being effected or (ii) was disapproved by either the Board or a committee of the Board of which a Glenview Designee is a member, as evidenced by written notice delivered to Glenview prior to the end of such ten business day period.

(b)

“Beneficial Ownership” of “Voting Securities” means ownership of: (i) Voting Securities, (ii) rights or options to own or acquire any Voting Securities (whether such right or option is exercisable immediately or only after the passage of time or upon the satisfaction of one or more conditions (whether or not within the control of such person), compliance with regulatory requirements or otherwise) and (iii) any other economic exposure to Voting Securities, including through any derivative transaction that gives any such person or any of such person’s controlled Affiliates the economic equivalent of ownership of an amount of Voting Securities due to the fact that the value of the derivative is explicitly determined by reference to the price or value of Voting Securities, or which provides such person or any of such person’s controlled Affiliates an opportunity, directly or indirectly, to profit, or to share in any profit, derived from any increase in the value of Voting Securities, in any case without regard to whether (x) such derivative conveys any voting rights in Voting Securities to such person or any of such person’s Affiliates, (y) the derivative is required to be, or capable of being, settled through delivery of Voting Securities, or (z) such person or any of such person’s Affiliates may have entered into other transactions that hedge the economic effect of such Beneficial Ownership of Voting Securities.

10.

Miscellaneous. The parties hereto recognize and agree that if for any reason any of the provisions of this Agreement are not performed in accordance with their specific terms or are otherwise breached, immediate and irreparable harm or injury would be caused for which money damages would not be an adequate remedy. Accordingly, each party agrees that in addition to other remedies the other party shall be entitled to at law or equity, the other party shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement exclusively in any federal or state court of competent jurisdiction in the Borough of Manhattan of the City of New York. In the event that any action shall be brought in equity to enforce the provisions of this Agreement, no party shall allege, and each party hereby waives the defense, that there is an adequate remedy at law. This Agreement shall be construed in accordance with, and this Agreement and all disputes hereunder shall be governed by, the laws of the State of New York, without regard to any conflicts of law provision which would require the application of the law of any other jurisdiction. By its execution and delivery of this Agreement, each of the parties hereto hereby irrevocably and unconditionally agrees for itself that any legal action, suit or proceeding with respect to any matter under or arising out of or in connection with this Agreement or for recognition or enforcement of any judgment in any such action, suit or proceeding may be brought, on a non-exclusive basis, in any federal or state court of competent jurisdiction in the Borough of Manhattan of the City of New York. By execution and delivery of this Agreement, each of the parties hereto irrevocably accepts and submits itself to the non-exclusive jurisdiction of any such court, generally and unconditionally, with respect to any such action, suit or proceeding and waives any defense of forum non conveniens or based upon venue if such action, suit or proceeding is brought in accordance with this provision.

11.

No Waiver. Any waiver by any party of a breach of any provision of this Agreement shall not operate as or be construed to be a waiver of any other breach of such provision or of any breach of any other provision of this Agreement. The failure of a party to insist upon strict adherence to any term of this Agreement on one or more occasions shall not be considered a waiver or deprive that party of the right thereafter to insist upon strict adherence to that term or any other term of this Agreement.

13.

Notices. All notices, consents, requests, instructions, approvals and other communications provided for herein and all legal process in regard hereto shall be in writing and shall be deemed validly given, made or served, if (a) given by email, when email is sent to the email address set forth below and the appropriate confirmation is received or (b) if given by any other means, when actually received during normal business hours at the address specified in this subsection:

18.

Fees and Expenses. Neither the Company, on the one hand, nor Glenview, on the other hand, will be responsible for any fees or expenses of the other in connection with this Agreement; provided, however, that within ten business days of the date hereof, the Company shall reimburse Glenview, in cash by wire transfer of immediately available funds to an account of Glenview previously specified by Glenview, for all reasonable and documented out-of-pocket costs, fees and expenses incurred by Glenview in connection with Glenview's negotiation, execution and performance of this Agreement; provided that (x) such costs, fees and expenses to be reimbursed pursuant to this Section 18 shall not, in the aggregate, exceed $300,000 and (y) Glenview shall not be required to provide to the Company any documentation, such as certain details of invoices for legal services, the provision of which could result in a waiver of the attorney-client privilege.

19.

Interpretation and Construction. Each of the parties hereto acknowledges that it has been represented by counsel of its choice throughout all negotiations that have preceded the execution of this Agreement, and that it has executed the same with the advice of said independent counsel. Each party and its counsel cooperated and participated in the drafting and preparation of this Agreement and the documents referred to herein, and any and all drafts relating thereto exchanged among the parties shall be deemed the work product of all of the parties and may not be construed against any party by reason of its drafting or preparation. Accordingly, any rule of law or any legal decision that would require interpretation of any ambiguities in this Agreement against any party that drafted or prepared it is of no application and is hereby expressly waived by each of the parties hereto, and any controversy over interpretations of this Agreement shall be decided without regards to events of drafting or preparation. The section headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. The term “including” shall be deemed to mean “including without limitation” in all instances.

In connection with the Agreement, I hereby consent to (a) serve as a director of the Company effective [DATE], (b) if nominated by the Company, be named as a nominee for the position of director of the Company in the Company’s proxy statement for the 2016 Annual Meeting and (c) serve as a director if I am so elected at the 2016 Annual Meeting. I also agree that, after the date hereof, I will provide to the Company, as requested by the Company from time to time, such information as the Company is entitled to reasonably receive from other members of the Board and as is required to be disclosed in proxy statements or other reports or filings under applicable law or securities exchange listing requirements.

At all times while serving as a member of the Board, I agree to comply with all policies, procedures, processes, codes, rules, standards and guidelines applicable to Board members, including the Company’s Standards of Conduct, securities trading policies, anti-hedging policies, Regulation FD-related policies, director confidentiality policies and corporate governance guidelines, in each case that have been identified to me, and preserve the confidentiality of the Company’s business and information, including discussions or matters considered in meetings of the Board or Board committees. I acknowledge and agree that the foregoing obligations are in addition to the fiduciary and common law duties of any director of a Nevada corporation.

This irrevocable resignation is delivered pursuant to Section 1(a) or 1(g) of the Support Agreement, dated as of January 18, 2016 (the “Agreement”), by and among Tenet Healthcare Corporation and Glenview (as defined therein). Capitalized terms used herein but not defined shall have the meaning set forth in the Agreement. Effective only upon, and subject to, (1) such time as Glenview, together with all of the Glenview Affiliates, ceases collectively to “beneficially own” (as defined in Rule 13d-3 under the Exchange Act) an aggregate Net Long Position equal to at least 10% of the Common Stock outstanding, or (2) Glenview or any Glenview Affiliate breaches in any material respect any of the terms of the Agreement and (i) if such breach is curable, fails to cure such breach within ten business days following the receipt of written notice thereof from the Company specifying such breach or (ii) if such breach is not curable, immediately upon the receipt of written notice thereof from the Company specifying such breach, I hereby resign from my position as a director of the Company and from any and all committees of the Board on which I serve.

This irrevocable resignation is delivered pursuant to Section 1(a) or 1(g) of the Support Agreement, dated as of January 18, 2016 (the “Agreement”), by and among Tenet Healthcare Corporation and Glenview (as defined therein). Capitalized terms used herein but not defined shall have the meaning set forth in the Agreement. Effective only upon, and subject to, (1) such time as Glenview, together with all of the Glenview Affiliates, ceases collectively to “beneficially own” (as defined in Rule 13d-3 under the Exchange Act) an aggregate Net Long Position equal to at least 5% of the Common Stock outstanding, or (2) Glenview or any Glenview Affiliate breaches in any material respect any of the terms of the Agreement and (i) if such breach is curable, fails to cure such breach within ten business days following the receipt of written notice thereof from the Company specifying such breach or (ii) if such breach is not curable, immediately upon the receipt of written notice thereof from the Company specifying such breach, I hereby resign from my position as a director of the Company and from any and all committees of the Board on which I serve.

Tenet Healthcare Corporation
1445 Ross Avenue, Suite 1400
Dallas, Texas 75202
Attention:	Audrey Andrews, General Counsel
Email:	Audrey.Andrews@tenethealth.com

Gibson, Dunn & Crutcher LLP
200 Park Avenue
New York, New York 10166
Attention:	Dennis J. Friedman
	Barbara L. Becker
Email:	DFriedman@gibsondunn.com
	BBecker@gibsondunn.com

Glenview Capital Management, LLC
767 Fifth Avenue, 44^th Floor
New York, New York 10153
Attention:	Mark Horowitz, President
Email:	mark@glenviewcapital.com

Sidley Austin LLP
787 Seventh Avenue
New York, New York 10019
Attention:	Scott Freeman
Email:	sfreeman@sidley.com

TENET HEALTHCARE CORPORATION

By:	/s/ Audrey Andrews
Name:	Audrey T. Andrews
Title	Senior Vice President and General Counsel