Item 1.01, Entry into a Material Definitive Agreement and Item 5.02 Departure of
Directors or Principal Officers; Election of Directors; Appointment of Principal
Officers
On August 17, 2009, MedCath Corporation ("MedCath") announced in a press release
that David Bussone was appointed Executive Vice President and President,
Operations Division of MedCath. Mr. Bussone will join MedCath on September 1,
2009.
Mr. Bussone joins MedCath after serving as senior vice president for Universal
Health Services, Inc.'s ("UHS") acute division, where Mr. Bussone was
responsible for a division comprised of 11 acute care hospitals, with a 12th
under construction. Before joining UHS, Mr. Bussone led turnaround efforts at
several facilities. They ranged from large, tertiary, teaching hospitals that he
helped during his five years as senior vice president with Cambio Health
Solutions in Brentwood, Tenn., to smaller, acute care facilities that he worked
with as CEO of Apparo Healthcare, a consulting firm he founded to help hospitals
and health systems improve their operations, finances and performance. Prior to
that, Mr. Bussone spent three years as CEO of two Hospital Corporation of
America ("HCA") hospitals in Florida - Mr. Bussone's second stint with HCA after
beginning his career there in 1979 as an associate administrator. Mr. Bussone
also served three years as the CEO of Tampa General Healthcare, a 1,050-bed
teaching hospital, where he helped diversify the services offered by acquiring a
150-bed psychiatric facility. Mr. Bussone also has experience with two
doctor-hospital joint ventures, as well as Ambulatory Surgical Center
development and operation. Mr. Bussone has an M.B.A. with a healthcare
concentration from Boston University and a bachelor's from UMass-Amherst.
In connection with his employment, Mr. Bussone has entered into an employment
agreement (the "Employment Agreement") with MedCath that has an initial term of
three years, with automatic one-year renewal periods. MedCath or Mr. Bussone may
provide written notice of termination at least 90 days prior to the expiration
of the initial term or any renewal term.
The Employment Agreement provides for an annual base salary of $425,000, as well
as participation in the bonus plan established by MedCath for senior executives.
Additionally MedCath will grant Mr. Bussone restricted shares in the amount of
$500,000. The total number of shares to be granted will be determined based on
the closing price of MedCath's stock on Mr. Bussone's first day of employment,
September 1, 2009.
The Employment Agreement additionally allows Mr. Bussone to be eligible to
participate in all other compensation plans or programs maintained by MedCath,
as well as employee benefit plans, vacation and other fringe benefits, and
reimbursement of relocation and business related expenses.
In the event Mr. Bussone's employment is terminated without cause (as defined in
the Employment Agreement), by either MedCath or by Mr. Bussone's voluntary
termination for good reason (as defined in the Employment Agreement),
Mr. Bussone is entitled to a severance payment (the "Severance Payment"). In
such an event, he will receive a sum equal to one times his base salary, if such
termination occurs prior to a Change in Control (as defined in the Employment
Agreement) or more than 12 months after a Change in Control, or a sum equal to
two times his base salary and one times his bonus if the termination occurs upon
a Change in Control or at any time within 12 months after a Change in Control.
The Severance Payment is to be paid by MedCath over the twelve month period
following the date of termination in equal installment payments. In addition,
Mr. Bussone will have continued coverage under MedCath's group medical plan for
a period ending on the earlier of the second anniversary of the date of
termination or the date on which Mr. Bussone becomes eligible to be covered
under comparable benefit plans of a new employer, provided that he contributes
toward the cost of the coverage equal to the cost paid by active employees.
Mr. Bussone will not be eligible for severance in the event of termination with
cause (as defined in the Employment Agreement) or without good reason (as
defined in the Employment Agreement) by Mr. Bussone.
Mr. Bussone is subject to an agreement not to compete for a period of one year
following any termination of Mr. Bussone's employment with the Company.
On August 14, 2009, the severance payment provision of Mr. James A. Parker,
Interim Chief Financial Officer, Senior Vice President, Finance and Development
employment agreement was amended.
A copy of Mr. Bussone's employment agreement, Mr. Parker's amended employment
agreement and press release are included as Exhibits 10.1, 10.2 and 99.1,
respectively, and are hereby incorporated by reference herein.