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EXHIBIT 4
TENET HEALTHCARE CORPORATION
FOURTH AMENDED AND RESTATED
1995 EMPLOYEE STOCK PURCHASE PLAN
ARTICLE I
PURPOSE AND COMMENCEMENT
1.01 PURPOSE. The purpose of the Plan is to provide the employees of the
Company and its Subsidiaries with added incentive to continue in their
employment and to encourage increased efforts to promote the best interests of
the Company by permitting eligible employees to purchase shares of Common Stock
of the Company at prices less than the current market price thereof. The Plan is
intended to qualify as an employee stock purchase plan under Section 423 of the
Code and shall be interpreted and construed in accordance with such purpose.
1.02 COMMENCEMENT. The Plan shall become effective on such date as may be
specified by the Board of Directors, which, absent a resolution of the Board of
Directors to the contrary, shall be as set forth in Section 2.01(p) hereof;
PROVIDED HOWEVER, that in no event shall the Plan become effective unless within
twelve months of the date of its adoption by the Board of Directors it has been
approved by the affirmative vote of a majority of the issued and outstanding
shares of Common Stock at a duly called meeting of the shareholders of the
Company.
ARTICLE II
DEFINITIONS
2.01 DEFINITIONS. As used in the Plan, the following terms and phrases
shall have the following meanings:
(a) "Board of Directors" shall mean the Board of Directors of the
Company.
(b) "Closing Market Price" shall mean (i) if the Common Stock is
traded on a national securities exchange, the Closing Market Price shall be the
closing price reported by the applicable composite transactions report on the
date of any determination or, if the Common Stock is not traded on such date,
the closing price so reported on the next following date on which the Common
Stock is traded on such exchange, or (ii) if the foregoing provision is
inapplicable, the Closing Market Price shall be determined by the Committee in
good faith on such basis as it deems appropriate.
(c) "Code" shall mean the Internal Revenue Code of 1986, as amended.
(d) "Commencement Date" shall mean the first day of a Plan Quarter.
(e) "Committee" shall mean the Compensation and Stock Option Committee
of the Board of Directors, or such other committee of the Board of Directors
designated by the Board of Directors for purposes of administering the Plan.
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(f) "Common Stock" means the common stock of the Company, par value
$0.075 per share.
(g) "Company" shall mean Tenet Healthcare Corporation, a Nevada
corporation.
(h) "Contribution Account" shall mean the account established on
behalf of a Participant pursuant to Article IV hereof to which shall be credited
his or her Participant Contributions.
(i) "Contribution Rate" shall be a percentage of a Participant's
Covered Compensation during each payroll period designated by each Participant
to be contributed by regular payroll deductions to his or her Contribution
Account as set forth in Section 3.03 hereof.
(j) "Covered Compensation" shall mean:
(i) The entire amount paid to an Employee by a
Sponsoring Employer for the performance of duties including base
salaries, wages paid on an hourly or other time basis, commissions,
overtime and certain other amounts of cash compensation paid during
the Plan Quarter, but shall not include bonuses, foreign service pay,
hardship withdrawal allowances and any other pay intended to reimburse
the Employee for the higher cost of living outside the United States,
Annual Incentive Plan Awards, automobile allowances, ExecuPlan
payments, housing allowances, relocation payments, deemed income,
income payable under the stock incentive plans, Christmas gifts,
insurance premiums and other imputed income, pensions, retirement
benefits, prizes or awards (such terms to include, but not be limited
to, amounts redeemed by an Employee from rideshare points, either in
cash or in merchandise purchased by the Employee with such points).
(ii) The entire amount paid to an Employee by a
Sponsoring Employer on account of a period of time during which no
duties are performed, including salaries, wages paid on an hourly or
other time basis, commissions, salary or wage continuation paid during
vacation, holiday, illness, layoff, jury duty, military duty or leave
of absence, and severance pay, regardless of the form of payment, but
shall not include (A) any payments made or due under a plan maintained
solely for the purpose of complying with workmen's compensation or
unemployment compensation or disability insurance laws, (B) any
payment which solely reimburses the Employee for expenses incurred by
the Employee, or (C) imputed income.
(iii) For purposes of Subparagraphs (i) and (ii)
above, "Covered Compensation" for any Plan Quarter shall also include
amounts described in Subparagraph (i) and (ii) which are deferred by a
Participant under the Tenet Healthcare Corporation Retirement Savings
Plan, as amended, in accordance with Section 401(k) of the Code, under
a "cafeteria plan" maintained by the Company or a subsidiary in
accordance with Section 125 of the Code, or under
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the Tenet Executive Deferred Compensation and Supplemental Saving
Plan, as amended.
(k) "Employee" shall mean each employee of a Sponsoring Employer whose
customary employment is at least twenty (20) hours a week and more than six
months in a calendar year. For purposes of the Plan, "employment" shall be
determined in accordance with the provisions of Section 1.421-7(h) of the
Treasury Regulations (or any successor regulations).
(l) "Participant" shall mean any Employee of a Sponsoring Employer who
has met the conditions and provisions for becoming a Participant set forth in
Article III hereof.
(m) "Participant Contributions" shall be the aggregate dollars
actually contributed by each Participant to his or her Contribution Account.
(n) "Permanent Disability" shall mean an illness, injury or other
physical or mental condition continuing for at least 180 consecutive days which
results in an Employee's inability to provide in all material respects the
duties theretofore performed in his or her capacity as an Employee of a
Sponsoring Employer.
(o) "Plan" shall mean the Fourth Amended and Restated 1995
Employee Stock Purchase Plan as set forth herein, as it may be amended from time
to time.
(p) "Plan Quarter" shall mean each calendar quarter. The first Plan
Quarter shall be the Plan Quarter commencing on January 1, 1996, and ending on
March 31, 1996, or such later Plan Quarter as may be determined by the
Committee.
(q) "Purchase Date" shall mean the last business day of a Plan Quarter
on which the Common Stock publicly trades.
(r) "Purchase Price" shall mean the purchase price for a share of
Common Stock to be paid by a Participant on a Purchase Date, as determined under
Section 4.02 hereof.
(s) "Request for Participation" shall mean such form as shall be
approved by the Committee for distribution to Employees in connection with
participation in the Plan.
(t) "Sponsoring Employers" shall mean the Company and each Subsidiary
that has been designated by the Committee as a Sponsoring Employer under the
Plan.
(u) "Subsidiary" shall mean a subsidiary of the Company which
is treated as a subsidiary corporation under Section 424(f) of the Code.
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ARTICLE III
ELIGIBILITY AND PARTICIPATION
3.01 ELIGIBILITY. Each Employee shall become eligible to be a Participant
of the Plan and may participate therein as of the Commencement Date of a Plan
Quarter if such Employee has been an Employee for at least six months prior to
such Commencement Date.
3.02 LIMITATIONS. Notwithstanding anything to the contrary contained in the
Plan, no right to purchase Common Stock shall accrue under the Plan in favor of
any person who is not an Employee eligible to participate in the Plan under
Section 3.01 hereof, and no Employee shall acquire the right to purchase shares
of Common Stock (i) if immediately after receiving such right to purchase Common
Stock, such Employee would own 5% or more of the total combined voting power or
value of all classes of stock of the Company or any Subsidiary, taking into
account in determining stock ownership any stock attributable to such Employee
under Section 424(d) of the Code, (ii) if to do so would permit such Employee's
right to purchase stock under all employee stock purchase plans (to which
Section 423 of the Code applies) of the Company and its Subsidiaries, as those
plans are in effect from time to time, to accrue at a rate which exceeds $25,000
of fair market value of such stock (as determined as each Commencement Date) for
each calendar year, all as specified in the manner provided by Section 423(b)(8)
of the Code, or (iii) if to do so would permit such Employee the right to
purchase more than 4,000 shares (or such other number as may be determined in
advance for any Purchase Period by the Committee) of Common Stock in any
Purchase Period.
3.03 PARTICIPATION.
(a) Each Employee eligible to be a Participant in the Plan shall be
furnished a summary of the Plan and a Request for Participation by such
Employee's Sponsoring Employer. If an Employee elects to participate hereunder,
such Employee shall complete such form and file it with his or her Sponsoring
Employer not later than 15 days prior to a Commencement Date of a Plan Quarter.
The completed Request for Participation shall indicate the Participant
Contribution Rate authorized by the Participant. If any Employee does not elect
to participate in the Plan during any given Plan Quarter, such Employee may
elect to participate on any future Commencement Date so long as he or she
continues to be an eligible Employee.
(b) On his or her Request for Participation, an Employee must
authorize his or her Sponsoring Employer to deduct through a payroll deduction
the amount of such Employee's Participant Contribution. The payroll deduction
specified in a Request for Participation for each payroll period shall be at a
Participant Contribution Rate no less than 1% and no more than 10% of such
Employee's Covered Compensation during such payroll period paid to him or her by
his or her Sponsoring Employer. Such deductions shall begin as of the first pay
period ending after the Commencement Date of a Plan Quarter. Participant
Contributions will not be permitted to begin at any time other than immediately
after the Commencement Date of a Plan Quarter. No interest shall accrue to
Participants on any amounts withheld under the Plan, unless and until the
Committee shall approve such accrual of interest on terms that it shall specify
and apply on a uniform basis as to all Participants.
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(c) The Participant's Contribution Rate, once established, shall
remain in effect for all Plan Quarters unless changed by the Participant in
writing delivered to such Participant's Sponsoring Employer at least 15 days
prior to the Commencement Date of the next Plan Quarter. A Participant's
Contribution Rate for a Plan Quarter may not be increased, decreased or
otherwise modified at any time during the 15-day period prior to the
Commencement Date of such Plan Quarter.
(d) A Participant may notify his or her Sponsoring Employer of such
Participant's desire to discontinue his or her Participant Contributions by
delivering to his or her Sponsoring Employer written notice on such forms as may
be provided by the Company or such Participant's Sponsoring Employer at least 15
days prior to the Purchase Date of the relevant Plan Quarter. Upon such request,
there shall be refunded to such Participant as soon as practicable the entire
cash balance in his or her Contribution Account. If a Participant determines to
discontinue his or her Participant Contributions pursuant to this Section
3.05(d), (i) such Participant shall be terminated from the Plan effective upon
the date of receipt of such Participant's notice to his or her Sponsoring
Employer, and (ii) such Participant shall not be permitted to be a Participant
in the Plan for the remainder of the calendar year in which such notice is
received. In the event a Participant's payroll deductions are prevented by legal
process, the Participant will be deemed to have terminated from the Plan.
(e) By enrolling in the Plan, each Participant will be deemed to have
authorized the establishment of a brokerage account in his or her name at a
securities brokerage firm or other financial institution selected by the
Committee in its discretion.
3.04 TERMINATION OF EMPLOYMENT. Any Participant (i) whose employment by a
Sponsoring Employer is terminated for any reason (except death, retirement or
Permanent Disability), or (ii) who shall cease to be an Employee under the Plan,
shall cease being a Participant as of the date of such termination of
employment. Upon such termination of employment, there shall be refunded to such
Participant as soon as practicable the entire cash balance in such Participant's
Contribution Account.
3.05 DEATH, RETIREMENT OR PERMANENT DISABILITY
(a) If a Participant shall die during a Plan Quarter, no further
Participant Contributions on behalf of the deceased Participant shall be made.
The executor or administrator of the deceased Participant's estate may elect to
withdraw the balance in said Participant's Contribution Account by notifying the
deceased Participant's Sponsoring Employer in writing at least 15 days prior to
the Purchase Date in respect of such Plan Quarter. In the event no election to
withdraw has been made, the balance accumulated in the deceased Participant's
Contribution Account shall be used to purchase shares of Common Stock in
accordance with Article IV hereof.
(b) If, during a Plan Quarter, a Participant shall (i) retire or (ii)
incur a Permanent Disability, no further contributions on behalf of the retired
or disabled Participant shall be made. A retired or disabled Participant may
elect to withdraw the balance in his or her Contribution Account by notifying
the Sponsoring Employer in writing at least 15 days prior to the last day of the
Plan Quarter. In the event no election to withdraw has been made, the balance
accumulated in the retired or disabled Participant's Contribution Account shall
be used to purchase shares of Common Stock in accordance with Article IV hereof.
In the event a
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retired or disabled Participant shall die during the Plan Quarter of such
Participant's retirement or disability and such Participant shall not have
notified his or her Sponsoring Employer of his or her desire to withdraw his or
her Contribution Account, the executor or administrator of such Participant's
estate shall have all the rights provided pursuant to Section 3.05(a) hereof.
ARTICLE IV
PURCHASE OF COMMON STOCK
4.01 PURCHASE OF COMMON STOCK.
(a) On each Purchase Date, each Participant's Contribution Account
shall be used to purchase the maximum number of whole shares of Common Stock
determined by dividing (i) the Participant's Contribution Account as of such
Purchase Date by (ii) the Purchase Price in respect of such Plan Quarter. Any
amounts remaining in a Participant's Contribution Account after such
Participant's purchase of Common Stock in respect of a Plan Quarter
(representing amounts which would purchase only fractional shares) will remain
in such Participant's Contribution Account to be used in the next Plan Quarter
along with new Participant Contributions in such succeeding Plan Quarter.
(b) If, in any Plan Quarter, the total number of shares of Common
Stock to be purchased pursuant to the Plan by all Participants exceeds the
number of shares authorized under the Plan, then each Participant shall purchase
his or her pro rata portion of the shares of Common Stock remaining available
under the Plan based on the balances in each Participant's Contribution Account
as of the Purchase Date in respect of such Plan Quarter; PROVIDED HOWEVER, that,
in no event, shall any fractional shares of Common Stock be issued pursuant to
the Plan or this Section 4.01(b) hereof.
(c) Any cash dividends paid with respect to shares of Common Stock
held for the account of a Participant shall be, as determined by the Committee
on a uniform basis as to all Participants, either (i) distributed to the
Participant or (ii) credited to the Participant's Contribution Account and used,
in the same manner as payroll deductions, to purchase additional shares of
Common Stock under the Plan on the next Purchase Date (subject to the
limitations of Section 3.02 hereof).
4.02 PURCHASE PRICE. For each Plan Quarter, the Purchase Price per share of
Common Stock purchased pursuant to the Plan shall be the lesser of (a) 85% of
the Closing Market Price on the Commencement Date of such Plan Quarter, and (b)
85% of the Closing Market Price on the Purchase Date of such Plan Quarter.
4.03 NOTICE OF PURCHASE, STOCK CERTIFICATES, VOTING RIGHTS.
(a) After the Purchase Date in respect of each Plan Quarter, a r1eport
will be made by the Company to each Participant stating the entries made to his
or her Contribution Account, the number of shares of Common Stock purchased and
the applicable Purchase Price.
(b) Evidence of shares of Common Stock purchased under the Plan shall
be maintained under the Plan for the account of each Participant and registered
in the manner determined by the Committee. Certificates for the number of whole
shares credited to a Participant's account under the Plan will be issued to a
Participant at any time promptly upon
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written request to the Company; PROVIDED however, that the Company may, at its
election, issue such certificates at such time or times as the Committee deems
appropriate, including, without limitation, following an Employee's termination
of employment with a Sponsoring Employer.
(c) Shares of Common Stock held under the Plan for the account of each
Participant shall be voted by the holder of record of such shares in accordance
with the Participant's instructions.
4.04 NOTIFICATION OF DISPOSITION OF STOCK. If a Participant or former
Participant disposes of a share of Common Stock purchased under the Plan prior
to two (2) years after the Commencement Date of the Plan Quarter during which
such share was purchased, then such Participant or former Participant shall
notify his or her Sponsoring Employer immediately of such disposition in
writing.
ARTICLE V
MISCELLANEOUS PROVISIONS
5.01 SHARES SUBJECT TO PLAN; ADJUSTMENTS.
(a) The maximum number of shares of Common Stock which may be
purchased under the Plan is 9,500,000, subject, however, to adjustment as
hereinafter set forth. The shares of Common Stock to be purchased under the Plan
will be made available, at the discretion of the Board of Directors or the
Committee, either from authorized but unissued shares of Common Stock or from
previously issued shares of Common Stock reacquired by the Company, including
shares purchased on the open market.
(b) If the outstanding shares of Common Stock of the Company are
increased, decreased, or exchanged for a different number or kind of shares or
other securities, or if additional shares or new or different shares or other
securities are distributed with respect to such shares of Common Stock or other
securities, through merger, consolidation, spin off, sale of all or
substantially all the property of the Company, reorganization, recapitalization,
reclassification, stock dividend, stock split, reverse stock split or other
distribution with respect to such shares of Common Stock, or other securities,
an appropriate and proportionate adjustment may be made in the maximum number
and kind of shares provided in Section 5.01(a) hereof, subject in the case of
certain corporate reorganizations to the requirements of Section 424(a) of the
Code.
5.02 ADMINISTRATION OF THE PLAN.
(a) The Committee shall be responsible for the administration of the
Plan. The Committee shall have the authority to modify, alter or amend the Plan
at any time and from time to time to any extent that it may deem advisable,
including, without limiting the generality of the foregoing, any amendment
deemed necessary to ensure compliance of the Plan with Section 423 of the Code.
Notwithstanding the foregoing, no amendment of the Plan shall operate to reduce
any amounts previously allocated to a Participant's Contribution Account nor to
reduce a Participant's rights with respect to shares of Common Stock previously
purchased and held on his or behalf under the Plan.
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(b) The Committee shall have the discretionary authority to interpret
the Plan and determine all questions arising in the administration, application
and operation of the Plan, including all questions of fact and all questions of
interpretation of the provisions of the Plan. All such determinations by the
Committee shall be conclusive and binding on all persons. The Committee, from
time to time, may adopt, amend and rescind rules and regulations not
inconsistent with the Plan for carrying out the Plan, and may approve the forms
of any documents or writings provided for in the Plan. The Committee shall have
full discretionary authority to delegate ministerial functions of the Plan to
employees of the Company. No member of the Board of Directors or the Committee
shall be liable for any action, determination or omission taken or made in good
faith with respect to the Plan or any right granted hereunder.
(c) The Committee may in its discretion engage a bank trust
department, securities brokerage firm or other financial institution as agent to
perform custodial and record-keeping functions for the Plan, such as holding
record title to the Participants' stock certificates, maintaining an individual
investment account for each Participant and providing periodic account status
reports to Participants.
(d) The Committee shall have the authority to adopt and enforce such
special rules and restrictions under the Plan to be applicable to Participants
who are subject to Section 16 of the Securities Exchange Act of 1934, as
amended, as the Committee shall deem are necessary or appropriate to exempt
certain Plan transactions from the requirements of such Section 16.
(e) The Company shall bear the cost of administering the Plan,
including any fees, costs and expenses relating to the purchase of shares of
Common Stock under the Plan. Notwithstanding the foregoing, Participants will be
responsible for all fees, costs and expenses incurred in connection with the
disposition of shares of Common Stock purchased under the Plan.
5.03 TERMINATION OF THE PLAN. The Company may, by action of the Board of
Directors, terminate the Plan at any time and for any reason. The Plan shall
automatically terminate upon the purchase by Participants of all shares of
Common Stock subject to the Plan under Section 5.01 hereof, unless such number
of shares shall be increased by the Board of Directors and such increase shall
be approved by the shareholders of the Company. Upon termination of the Plan, as
soon as practicable there shall be refunded to each Participant the entire cash
balance in his or her Contribution Account, and there shall be forwarded to the
Participants certificates for all shares of Common Stock held under the Plan for
the account of Participants. The Board of Directors may suspend operation of the
Plan for any period as it may deem advisable.
5.04 GOVERNING LAW; COMPLIANCE WITH LAW. The Plan shall be construed in
accordance with the laws of the State of Nevada. The Company's obligation to
sell and deliver shares of Common Stock hereunder shall be subject to all
applicable federal and state laws, rules and regulations and to such approvals
by any regulatory or governmental agency as may, in the opinion of counsel for
the Company, be required. The Company may make such provisions as it may deem
appropriate for the withholding of any taxes or payment of any taxes which it
determines it may be required to withhold or pay in connection with a
Participant's participation in the Plan.
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5.05 NO ASSIGNMENT. The purchase rights granted hereunder are not
assignable or transferable by the Participants, other than by will or the laws
of descent and distribution, and are exercisable during the Participant's
lifetime only by the Participant. Any attempted assignment, transfer or
alienation not in compliance with the terms of the Plan shall be null and void
for all purposes and respects.
5.06 NO CONTRACT OF EMPLOYMENT. The Plan will not be deemed to constitute a
contract between a Sponsoring Employer and any Participant nor to be a
consideration nor an inducement for the employment of any Participant or
Employee. Nothing contained in the Plan shall be deemed to give any Participant
or Employee the right to be retained in the service of a Sponsoring Employer or
to interfere with the right of a Sponsoring Employer to discharge any
Participant or Employee at any time regardless of the effect which such
discharge shall have upon him or her as a Participant of the Plan.
5.07 NO RIGHTS AS STOCKHOLDER. No eligible Employee or Participant shall by
reason of participation in the Plan have any rights of a stockholder of the
Company until he or she acquires shares of Common Stock as herein provided.
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