Compensation and Benefits - Employee's annual salary is set at 10,000, payable on the first regular payroll date following the submission of documentation[60] Employment Terms - Employee's principal office is located in the Nashville, Tennessee metropolitan area[7] - The term of employment will commence on January 10, 2025, and end on December 31, 2027, with automatic annual renewals unless a non-renewal notice is given 90 days prior[29] - The Agreement contains the entire agreement of the parties and supersedes all prior agreements regarding the subject matter[55] - The Agreement may be executed in counterparts, and delivery by electronic means is considered effective[61] Termination and Severance - In the event of termination without Cause, the Employer will pay the Accrued Obligations and the Salary and benefits as specified in Sections 16 or 17[38] - If terminated for Good Reason, the Employee is entitled to Accrued Obligations and severance benefits, including cash payments equal to two times the sum of the annual Salary and target Bonus[41] - Upon termination due to Change in Control, Employee will receive severance benefits as outlined in Section 17, including a cash payment equal to three times the sum of the annual Salary and target Bonus[45] - The Employer will make severance benefit payments in a lump sum within three business days following the satisfaction of the Release Condition[47] - If the Employee becomes eligible for severance benefits after the payment commencement date, the Employer will pay the difference within thirty days after a Change in Control[48] - In case of Employee's death, all earned but unpaid Salary and any declared but unpaid Bonus will be paid within 90 days[34] Confidentiality and Non-Competition - Employee is required to refrain from competitive activities during and after employment, with a non-competition period of 12 months post-termination[20] - Employee must surrender all confidential information and materials upon termination of employment[19] - Employee's non-solicitation obligations extend for the same duration as the non-competition covenant[21] - Employee's obligations under Sections 4 and 5 will survive termination of the agreement regardless of the reason for termination[29] - The Employee's obligations under Sections 4 and 5 will remain in effect even after termination[29] Compliance and Legal - Employee must maintain eligibility for participation in federal health programs and must not have been sanctioned by any governmental agency[26] - Payments and benefits under the Agreement are intended to comply with Section 409A of the Internal Revenue Code[57] - The Employer will modify the Agreement to comply with Section 409A if necessary, ensuring payments are treated as separate compensation[58] - If the aggregate amount of payments exceeds the limits set by Section 280G of the Code, the Parachute Payments will be modified to maximize the after-tax benefit to the Employee[59] - The Agreement is governed by the laws of the State of Tennessee, and any disputes will be settled by arbitration in Nashville, Tennessee[21] Employer Policies - The Employer may issue policies and guidelines relating to its employees, which may include handbooks and memoranda[56]
Ardent Health Partners, Inc.(ARDT) - 2024 Q4 - Annual Results