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HCA Healthcare, Inc. – ‘10-Q’ for 6/30/20 – ‘EX-10.5’

On:  Thursday, 7/30/20, at 6:51pm ET   ·   For:  6/30/20   ·   Accession #:  1193125-20-204191   ·   File #:  1-11239

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 7/30/20  HCA Healthcare, Inc.              10-Q        6/30/20   67:8.1M                                   Donnelley … Solutions/FA

Quarterly Report   —   Form 10-Q   —   Sect. 13 / 15(d) – SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-Q        Quarterly Report                                    HTML   1.08M 
 2: EX-3.1      Articles of Incorporation/Organization or Bylaws    HTML     58K 
 3: EX-3.2      Articles of Incorporation/Organization or Bylaws    HTML    147K 
 4: EX-10.5     Material Contract                                   HTML     34K 
 5: EX-31.1     Certification -- §302 - SOA'02                      HTML     23K 
 6: EX-31.2     Certification -- §302 - SOA'02                      HTML     24K 
 7: EX-32       Certification -- §906 - SOA'02                      HTML     22K 
14: R1          Cover Page                                          HTML     73K 
15: R2          Condensed Consolidated Income Statements            HTML    100K 
16: R3          Condensed Consolidated Comprehensive Income         HTML     80K 
                Statements                                                       
17: R4          Condensed Consolidated Balance Sheets               HTML    120K 
18: R5          Condensed Consolidated Balance Sheets               HTML     29K 
                (Parenthetical)                                                  
19: R6          Condensed Consolidated Statements of Stockholders'  HTML     84K 
                Deficit                                                          
20: R7          Condensed Consolidated Statements of Stockholders'  HTML     23K 
                Deficit (Parenthetical)                                          
21: R8          Condensed Consolidated Statements of Cash Flows     HTML    109K 
22: R9          Basis of Presentation and Significant Accounting    HTML    152K 
                Policies                                                         
23: R10         Acquisitions and Dispositions                       HTML     25K 
24: R11         Income Taxes                                        HTML     27K 
25: R12         Earnings Per Share                                  HTML     56K 
26: R13         Investments of Insurance Subsidiaries               HTML     90K 
27: R14         Financial Instruments                               HTML     40K 
28: R15         Assets and Liabilities Measured at Fair Value       HTML    107K 
29: R16         Long-Term Debt                                      HTML     53K 
30: R17         Contingencies                                       HTML     27K 
31: R18         Share Repurchase Transactions and Other             HTML     51K 
                Comprehensive Loss                                               
32: R19         Segment and Geographic Information                  HTML    134K 
33: R20         Basis of Presentation and Significant Accounting    HTML    155K 
                Policies (Policies)                                              
34: R21         Basis of Presentation and Significant Accounting    HTML    124K 
                Policies (Tables)                                                
35: R22         Earnings Per Share (Tables)                         HTML     55K 
36: R23         Investments of Insurance Subsidiaries (Tables)      HTML     89K 
37: R24         Financial Instruments (Tables)                      HTML     39K 
38: R25         Assets and Liabilities Measured at Fair Value       HTML    101K 
                (Tables)                                                         
39: R26         Long-Term Debt (Tables)                             HTML     51K 
40: R27         Share Repurchase Transactions and Other             HTML     50K 
                Comprehensive Loss (Tables)                                      
41: R28         Segment and Geographic Information (Tables)         HTML    128K 
42: R29         Basis of Presentation and Significant Accounting    HTML     77K 
                Policies - Additional Information (Detail)                       
43: R30         Basis of Presentation and Significant Accounting    HTML     51K 
                Policies - Schedule of Revenues from Third Party                 
                Payers, Uninsured and Other Payers (Detail)                      
44: R31         Basis of Presentation and Significant Accounting    HTML     28K 
                Policies - Schedule of Estimated Cost of                         
                Uncompensated Care (Detail)                                      
45: R32         Acquisitions and Dispositions - Additional          HTML     44K 
                Information (Detail)                                             
46: R33         Income Taxes - Additional Information (Detail)      HTML     36K 
47: R34         Earnings Per Share - Schedule of Computations of    HTML     48K 
                Basic and Diluted Earnings Per Share (Detail)                    
48: R35         Investments of Insurance Subsidiaries - Schedule    HTML     38K 
                of Investments (Detail)                                          
49: R36         Investments of Insurance Subsidiaries - Schedule    HTML     47K 
                of Maturities of Investments (Detail)                            
50: R37         Investments of Insurance Subsidiaries - Additional  HTML     24K 
                Information (Detail)                                             
51: R38         Financial Instruments - Schedule of Interest Rate   HTML     32K 
                Swap Agreements Designated as Cash Flow Hedges                   
                (Detail)                                                         
52: R39         Financial Instruments - Additional Information      HTML     24K 
                (Detail)                                                         
53: R40         Financial Instruments - Effect of Interest Rate     HTML     30K 
                Swaps on Results of Operations (Detail)                          
54: R41         Assets and Liabilities Measured at Fair Value -     HTML     53K 
                Schedule of Assets Measured at Fair Value on                     
                Recurring Basis (Detail)                                         
55: R42         Assets and Liabilities Measured at Fair Value -     HTML     25K 
                Additional Information (Detail)                                  
56: R43         Long-Term Debt - Schedule of Long-Term Debt         HTML     55K 
                (Detail)                                                         
57: R44         Long-Term Debt - Schedule of Long-Term Debt         HTML     34K 
                (Parenthetical) (Detail)                                         
58: R45         Long-Term Debt - Additional Information (Detail)    HTML     54K 
59: R46         Share Repurchase Transactions and Other             HTML     30K 
                Comprehensive Loss - Additional Information                      
                (Detail)                                                         
60: R47         Share Repurchase Transactions and Other             HTML     58K 
                Comprehensive Loss - Components of Accumulated                   
                Other Comprehensive Loss (Detail)                                
61: R48         Share Repurchase Transactions and Other             HTML     32K 
                Comprehensive Loss - Components of Accumulated                   
                Other Comprehensive Loss (Parenthetical) (Detail)                
62: R49         Segment and Geographic Information - Additional     HTML     32K 
                Information (Detail)                                             
63: R50         Segment and Geographic Information - Schedule of    HTML     59K 
                Geographic Distributions of Revenues, Equity in                  
                Earnings of Affiliates, Adjusted Segment EBITDA,                 
                Depreciation and Amortization and Assets (Detail)                
65: XML         IDEA XML File -- Filing Summary                      XML    117K 
13: XML         XBRL Instance -- d860029d10q_htm                     XML   1.97M 
64: EXCEL       IDEA Workbook of Financial Reports                  XLSX     70K 
 9: EX-101.CAL  XBRL Calculations -- hca-20200630_cal                XML    147K 
10: EX-101.DEF  XBRL Definitions -- hca-20200630_def                 XML    369K 
11: EX-101.LAB  XBRL Labels -- hca-20200630_lab                      XML    910K 
12: EX-101.PRE  XBRL Presentations -- hca-20200630_pre               XML    664K 
 8: EX-101.SCH  XBRL Schema -- hca-20200630                          XSD    134K 
66: JSON        XBRL Instance as JSON Data -- MetaLinks              326±   472K 
67: ZIP         XBRL Zipped Folder -- 0001193125-20-204191-xbrl      Zip    218K 


‘EX-10.5’   —   Material Contract


This Exhibit is an HTML Document rendered as filed.  [ Alternative Formats ]



  EX-10.5  

Exhibit 10.5

AMENDMENT TO THE

HCA RESTORATION PLAN

(as amended and restated December 22, 2010)

THIS AMENDMENT to the HCA Restoration Plan, as originally adopted effective January 1, 2001, and last amended and restated effective December 22, 2010 (the “Plan”), is hereby adopted and executed by the undersigned duly authorized officer of HCA Inc. (the “Company”) as of the date set forth below.

W I T N E S S E T H :

WHEREAS, the Company maintains the Plan for the benefit of its employees; and

WHEREAS, Section 9.1 of the Plan provides that the Compensation Committee of the Board of Directors of the Company (the “Compensation Committee”) has the authority to amend the Plan at any time; and

WHEREAS, the Compensation Committee has authorized the undersigned officer of HCA Inc. to execute this Amendment to the Plan to eliminate Tier A contributions effective as of January 1, 2020, except where inconsistent with the terms of a collective bargaining agreement; and

WHEREAS, the Compensation Committee has authorized the members of member of the Benefits Oversight Committee of HCA Inc. (the “BOC”) to amend the Plan to the extent that such amendment neither (i) affects the Plan benefit of any member of the senior leadership of the Company, nor (ii) has a significant cost impact to the Company; and

WHEREAS, the undersigned officer of the Company is a member of the BOC and desires to amend the Plan to expand and modify the procedures for participants to designate beneficiaries to receive their benefits in the event of their death.

NOW, THEREFORE, the Plan is hereby amended as follows:

 

  1.

Effective as of January 1, 2020, Section 3.1 of the Plan is amended to read as follows:

 

  3.1

Amounts Credited.

 

  (a)

Tier A. Following the end of each Plan Year beginning on or after January 1, 2020, but no later than the 5th day of March following the Plan Year, the Account of each Active Participant who is an Active Union Participant (as defined below) for such Plan Year will be credited the following amounts of benefits:

 

Years of Service

  

Compensation over

the SSWB up to Code

§401(a)(17) Limit

0-4

   1.5%

5-9

   2.0

10-14

   3.0

15-19

   3.5

20-24

   4.0

25+

   4.5


For purposes of this subsection (a), an Active Participant will be an “Active Union Participant” for a Plan Year if such Active Participant’s employment is subject to the terms of a collective bargaining agreement between employee representatives and one or more Employers, which provides for the benefits described in this subsection (a) for such Plan Year.

 

  (b)

Tier B. Following the end of each Plan Year beginning on or after January 1, 2020, but no later than the 5th day of March following the Plan Year, the Account of each Active Participant will be credited the following amounts of benefits:

 

Years of Service

  

Compensation over

the Code §401(a)(17)

Limit

0-4

   3.0%

5-9

   4.0

10-14

   6.0

15-19

   7.0

20-24

   8.0

25+

   9.0

 

  (c)

Tier C. In addition to the foregoing contributions, if an Active Participant could have received greater matching contributions under the HCA 401(k) Plan if the Code Section 402(g) limit did not apply with respect to the HCA 401(k) Plan (assuming the Active Participant would contribute the elective deferrals at the rate necessary to receive the maximum matching contributions), then the Active Participant’s Account will be credited with the excess of the maximum elective deferral contributions that could be credited to his account under the HCA 401(k) Plan if the Code Section 402(g) limit did not apply to the HCA 401(k) Plan and the contribution rate necessary to produce the maximum matching contributions possible applied, minus the Code Section 402(g) limit.


2.    Effective as of the date this Amendment is executed, Section 6.1 of the Plan is hereby amended to read as follows:

 

  6.1

Death.

a)    In General. The beneficiary or beneficiaries who survive the Participant will receive the Participant’s Account (or remaining Account, if installments were in the process of being paid at the time of death). However, if no beneficiary survives the Participant, then the contingent beneficiary or beneficiaries who survive the Participant will receive his Account (or remaining Account, if installments were in the process of being paid at the time of death). Regardless of whether a payment form was chosen for death benefits, if installments were being paid at the time of death, the installment payments in process will continue to be made to the beneficiary or beneficiaries or to the contingent beneficiary or beneficiaries (as applicable). In the event of divorce of a married participant who previously named his spouse as his beneficiary or contingent beneficiary, any designation of spouse as beneficiary will be void upon divorce and any amount that would have been paid to the spouse but for voiding will be paid as if the spouse did not survive the Participant. Marriage of a single Participant will void existing beneficiary and contingent beneficiary elections. If no beneficiary is named or if no beneficiary or contingent beneficiary survives the Participant, then death benefits will be paid pursuant to the hierarchy applicable under the HCA 401(k) Plan when no beneficiary is named. If a lump-sum distribution is payable, it will be paid as soon as administratively feasible following death (but no later than the 15th day of the third month following the month of death). If installment payments are payable, then the first installment will be paid during the month of July of the calendar year following the calendar year during which death occurred. If installment payments have already begun, the remaining installments will continue to be paid to the death beneficiary(ies) at the time such payments would have been made to the Participant. No additional benefits will be payable thereafter to anyone with respect to such Participant or his benefits.

b)    Beneficiary Designation. Each Participant may designate one or more individuals or trusts as death beneficiaries and contingent beneficiaries. The consent of neither the Participant’s spouse nor any other individual shall be required for such designation.

c)    Divorce. Notwithstanding any provision of this definition or the Plan to the contrary, if a Participant divorces, then, effective as of the date of the divorce, the spouse will be deemed to have predeceased the Participant. If such Participant subsequently names the former spouse as a beneficiary or contingent beneficiary, or if the Participant remarries such former spouse, the preceding sentence will no longer apply.


d)    Forfeiture of Benefits by Killers. Notwithstanding anything to the contrary in the Plan, no payment of benefits will be made under any provision of the Plan to any individual who kills the Participant with respect to whom such amount would otherwise be payable. An individual will be treated as having killed a Participant for purposes of this paragraph d) only if, by virtue of such individual’s involvement in the death of the Participant, such individual’s entitlement to any interest in assets of the deceased could be denied (whether or not there is in fact any such entitlement) under any applicable law, state or federal, including without limitation laws governing intestate succession, wills, jointly-owned property, bonds, and life insurance. For purposes of the Plan, any such killer will be deemed to have predeceased the Participant. The Committee may withhold distribution of benefits otherwise payable under the Plan for such period of time as is necessary or appropriate under the circumstances to make a determination with regard to the application of this paragraph d).

e)    Simultaneous Death of Participant and Beneficiary. If a Participant and his beneficiary should die simultaneously, or under circumstances that render it difficult or impossible to determine who predeceased the other, then the Committee will presume conclusively that the beneficiary predeceased the Participant.

3.    All provisions of the Plan not inconsistent herewith are hereby ratified and confirmed.

IN WITNESS WHEREOF, the undersigned officer of HCA Inc., as duly authorized by the Compensation Committee, has executed this Amendment as of the date set forth below.

 

By:  

/s/ Sherri M. Henry

  Sherri M. Henry
  Vice President, Employee Benefits
Date:   June 5, 2020

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-Q’ Filing    Date    Other Filings
Filed on:7/30/20
For Period end:6/30/20
6/5/20
1/1/20
12/22/10RW,  S-1
1/1/01
 List all Filings 


7 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 2/16/24  HCA Healthcare, Inc.              10-K       12/31/23   92:16M                                    Donnelley … Solutions/FA
 8/28/23  HCA Healthcare, Inc.              S-8         8/28/23    4:87K                                    Donnelley … Solutions/FA
 5/31/23  HCA Healthcare, Inc.              S-4                    6:803K                                   Donnelley … Solutions/FA
 5/01/23  HCA Healthcare, Inc.              S-3ASR      5/01/23    5:507K                                   Donnelley … Solutions/FA
 2/17/23  HCA Healthcare, Inc.              10-K       12/31/22   95:22M                                    Donnelley … Solutions/FA
 2/18/22  HCA Healthcare, Inc.              10-K       12/31/21   98:12M                                    Donnelley … Solutions/FA
 2/19/21  HCA Healthcare, Inc.              10-K       12/31/20  100:13M                                    Donnelley … Solutions/FA
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Filing Submission 0001193125-20-204191   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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