<PAGE> 1
EXHIBIT 10.5
May 25, 2000
R. Clayton McWhorter
Chairman
Clayton Associates
113 Seabord Lane
Suite B 200
Franklin, Tennessee 37067-8215
RE: RETIREMENT BENEFITS
Dear Clayton:
You have advised us that you are retiring as a director of
Columbia/HCA Healthcare Corporation (the "Company") effective at the Company's
annual meeting of shareholders. On behalf of the Company, I write to express
our deepest appreciation for the many valuable contributions you have made to
the Company and to confirm the benefits being made available to you in
connection with your retirement from our board of directors. In recognition of
your service to the Company and for your undertaking of the obligations
hereunder, the Company hereby agrees as follows:
1. Stock Options. Concurrent with your retirement from
the Board, the Company will take action which provides that, with your
consent and the execution of a mutually agreeable amendment, all of
your currently outstanding options to purchase shares of the Company's
common stock granted to you pursuant to the Columbia/HCA Healthcare
Corporation Outside Directors Stock and Incentive Compensation Plan
(the "Plan") or other plans in which you may participate will be
amended to allow your options to continue to vest and remain
exercisable at any time through their expiration date notwithstanding
your retirement from our board of directors.
2. Restricted Stock. Concurrent with your retirement
from the Board, the Company will take action which provides that, with
your consent and the execution of a mutually agreeable amendment, all
of the restricted stock units granted to you pursuant to the Plan will
be amended to continue to vest notwithstanding your retirement from our
board of directors.
<PAGE> 2
3. Withholding Tax Payments. To the extent required by
law, federal, state and local income and payroll withholding taxes
shall be withheld on all amounts payable to you pursuant to this
letter agreement.
4. Cooperation. From and after the date hereof, you
agree to cooperate in all reasonable respects with the Company and its
affiliates and subsidiaries and their respective directors, officers,
attorneys and experts in connection with the conduct of any action,
proceeding, or litigation involving the Company or any of its
subsidiaries and affiliates. The Company will reimburse you for any
reasonable out-of-pocket expenses incurred by you in connection with
your compliance with this Section 4.
5. General Release. In consideration of the benefits
provided to you under this Agreement, you hereby release and discharge
the Company, its subsidiaries and affiliates and each of their
respective officers, employees, directors and agents from any and all
claims, actions and causes of action (collectively "Claims"), including
without limitation, any Claims arising under any applicable federal,
state or local or foreign law, that you may have, or in the future may
possess, arising out of (i) your association or employment relationship
with and service as a director, employee or officer of the Company or
any of its subsidiaries or affiliates, and the termination of such
relationship or service or (ii) any event, condition, circumstance or
obligation that occurred, existed or arose on or prior to the date
hereof; provided however, that the release set forth in this section
will not apply to (A) the obligations of the Company under this
Agreement and (B) the obligations of the Company and its subsidiaries
to continue to provide director and officer indemnification. You agree
that the benefits described in this Agreement will be in full
satisfaction of any and all claims for payments or benefits, whether
express or implied, that you may have against the Company or any of its
subsidiaries or affiliates arising out of your service as a director of
Company or any of its subsidiaries or affiliates and the termination
thereof.
6. Entire Agreement. This Agreement sets forth the
entire agreement and understanding of the parties hereto with respect
to the matters covered hereby and supersedes and replaces any express
or implied prior agreement with respect to the terms of your service as
a director with the Company.
<PAGE> 3
7. GOVERNING LAW. This Agreement will be governed by,
and construed in accordance with the laws of the state of Tennessee.
We appreciate your service to the Company and wish you well in your
future endeavors.
Very truly yours,
/s/ THOMAS F. FRIST, JR., M.D.
--------------------------------------------
Thomas F. Frist, Jr., M.D.
Accepted and agreed:
/s/ R. CLAYTON MCWHORTER
--------------------------------
R. Clayton McWhorter
Date: May 25, 2000
--------------------------
