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| LPNT > SEC Filings for LPNT > Form 8-K on 17-Dec-2012 | All Recent SEC Filings |
17-Dec-2012
Change in Directors or Principal Officers, Other Events, Financial Stat
On December 11, 2008, LifePoint Hospitals, Inc. (the "Company"), through its wholly-owned subsidiary LifePoint CSGP, LLC (now known as HSCGP, LLC), entered into an Amended and Restated Executive Severance and Restrictive Covenant Agreement with William F. Carpenter III, in connection with Mr. Carpenter's service as the Company's Chief Executive Officer and President (the "Carpenter Agreement"). The Carpenter Agreement was amended on December 11, 2012 to better ensure compliance with Section 409A of the Internal Revenue Code of 1986, as amended. The principal amendments provide that certain amounts payable to Mr. Carpenter in the event he is terminated without cause (as defined) would be paid in a single installment and update provisions relating to continued health care coverage benefits following termination, so as to ensure that no penalties would be incurred by the Company under the Patient Protection and Affordable Care Act. A copy of the amended Carpenter Agreement is attached hereto as Exhibit 10.1 and incorporated herein by reference.
Pursuant to its existing stock repurchase program, previously announced on September 16, 2011, the Company may repurchase shares through open market purchases or privately negotiated transactions in accordance with its senior credit facility and with applicable federal securities laws, including Rule 10b-18 of the Securities Exchange Act of 1934 as amended (the "Act").
On December 14, 2012, the Company finalized and entered into a trading plan in accordance with Rule 10b5-1 under the Act (the "Plan"), to facilitate repurchases of its common stock during its blackout period (on or after December 17, 2012) if price targets in the Plan are met while the Plan is in place.
The Plan will expire at the close of business on February 19, 2013, unless terminated earlier in accordance with its terms.
The Company does not retain or exercise any discretion over purchases of common stock under the Plan.
Because repurchases under the Plan, if any, are subject to certain pricing parameters, there is no guarantee as to the exact number of shares that will be repurchased under the Plan.
(d) Exhibits
10.1 First Amendment to the Amended and Restated Executive Severance and Restrictive Covenant Agreement, dated December 11, 2012, by and between HSCGP, LLC and William F. Carpenter III.
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