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4930-6561-1447v.1

EXHIBIT 10.1

SEPARATION AGREEMENT AND GENERAL RELEASE

This Separation Agreement and General Release (this “Agreement”) dated as of June 26,

2026, is entered into by and between AHS Management Company, Inc. (“AHS”), including all of

its parents, subsidiaries, affiliates, predecessors and successors (collectively and individually, the

“Company”), and Martin J. Bonick (“Employee”).

RECITALS

WHEREAS, Employee has been employed as President and Chief Executive Officer of

AHS and has served in such position with respect to Ardent Health, Inc. (“Parent”) pursuant to

that certain Amended and Restated Employment Agreement dated January 10, 2025, between

Employee and AHS (“Employment Agreement”);

WHEREAS, Employee has been a member of the Board of Directors of Parent (the

“Board”) and, in addition to Employee’s above-described positions with respect to the Company,

may be serving as an officer or director of certain affiliates of Parent and AHS;

WHEREAS, by virtue of his service as President and Chief Executive Officer of AHS

and Parent and as a member of the Board, Employee had access to and knowledge of highly

sensitive confidential and proprietary information of the Company, including Company strategy,

acquisition and development plans, market plans, hospital operations, payor, vendor, supplier,

referral-source and business-partner relationships, financial data, senior leadership relationships,

and other competitively sensitive information, together with substantial goodwill and

relationships developed at the Company’s expense, and the restrictive covenants set forth in this

Agreement are intended to protect the Company against the unfair competitive use of such

confidential and proprietary information and such relationships;

WHEREAS, AHS and Employee mutually desire to establish and memorialize the terms

of Employee’s termination of employment with respect to the Company; and

WHEREAS, AHS and Employee intend to mutually, amicably, and finally resolve all

matters between them, including any and all matters related to Employee’s employment with the

Company up to the Separation Date (as defined below) and Employee’s separation from

employment with respect to the Company.

NOW THEREFORE, in consideration of the mutual promises set forth in this Agreement,

Employee and AHS further agree as follows:

1.Consideration/Covenants.

a.Separation:  Effective as of June 2, 2026 (the “Separation Date”), Employee’s

employment as President and Chief Executive Officer of AHS and his service in

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such position with respect to Parent and any and all other positions as a director,

officer or employee with respect to the Company, including, but not limited to,

Employee’s position as a member of the Board, are terminated.  Such termination

of Employee shall constitute a termination without Cause under Section 13 of the

Employment Agreement, triggering the severance benefits under Section 16

thereof, it being understood that nothing herein shall be deemed to render

inoperative the last sentence of Section 9(a) of the Employment Agreement, such

that all rights of AHS thereunder shall remain in effect.  Employee agrees to take

any and all further acts necessary or requested by the Company to effectuate his

termination from such positions.  Employee acknowledges and agrees that, except

as otherwise expressly modified herein, he continues to be subject to the

restrictive covenant obligations set forth in Sections 4 and 5 of the Employment

Agreement and as set forth in, or otherwise referenced in, those certain Equity

Agreements (as defined below) for the intended duration thereof, subject to their

specific terms and applicable law (the “Legacy Covenant Obligations”).

b.2026 Bonus:  Employee will not be eligible to receive his 2026 bonus, it being

understood that an amount equal to two (2) times his 2026 bonus, with target

performance being deemed to be earned, will be paid to Employee in connection

with the payment of the Severance Benefits (as defined below) pursuant to

Paragraphs 1(d) and (e) of this Agreement.

c.Accrued Obligations:  Employee acknowledges and agrees that he has received

payment for all Accrued Obligations (as defined in the Employment Agreement)

on or prior to the Separation Date and further understands, acknowledges and

agrees that he will not receive payment for any accrued but unused paid-time-off

(“PTO”) as of the Separation Date, and he will not accrue PTO after the

Separation Date.

d.Severance Following Expiration of Revocation Period:  In exchange for

Employee’s agreement to the terms of this Separation Agreement, and provided

Employee executes this Agreement without revocation as provided in

Paragraph 2(c)(iii), Employee will be entitled to receive certain severance

payments and other benefits from the Company as set forth in, and pursuant to the

payment schedule under, Section 16 of the Employment Agreement (“Severance

Benefits”), a copy of which is attached as Exhibit A to this Agreement.  Pursuant

to Section 16 of the Employment Agreement, such Severance Benefits will

consist of (i) aggregate cash payments equal to two (2) times the sum of (A)

Employee’s annual salary as in effect immediately prior to the Separation Date

and (B) Employee’s target bonus with respect to the 2026 performance year,

which cash payments will be payable in accordance with AHS’s regular payroll

practices and subject to state and federal withholdings and other applicable taxes

and deductions, and (ii) the monthly reimbursement payments described in

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Paragraph 1(e) below, payable in accordance with AHS’s regular reimbursement

practices and subject to state and federal withholdings and other applicable taxes

and deductions.  Should Employee be in material breach of any term(s) of this

Separation Agreement, including compliance with the restrictive covenants below

and the Legacy Covenant Obligations, (x) Employee will not receive any further

Severance Benefits, including any payments related thereto, from the Company

under this Separation Agreement, and (y) Employee shall be obligated to

immediately repay to the Company any and all Severance Benefits paid under this

Separation Agreement.  For the avoidance of doubt, this Paragraph 1(d) does not

limit the Company’s right to recover damages or obtain any other legal or

equitable relief to which it may be entitled by law or equity.

e.Health Coverage:  Employee shall be eligible to elect to continue health coverage

under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended

(“COBRA”).  As further described in Paragraph 1(d), if and to the extent

Employee timely elects COBRA continuation coverage under the group health

plan(s) of AHS in which Employee participated immediately prior to the

Separation Date, AHS will reimburse all of Employee’s monthly cost to

participate in COBRA health, dental and/or vision continuation coverage for up to

eighteen (18) months following the Separation Date (the “COBRA Continuation

Benefit”).  Each such reimbursement shall be paid by AHS to Employee no later

than thirty (30) days after Employee timely remits the relevant COBRA monthly

premium cost.  Notwithstanding the foregoing, the COBRA Continuation Benefit

shall be discontinued prior to the end of the stated continuation period in the event

Employee is eligible to receive substantially similar benefits from a subsequent

employer, as determined solely by the Board in good faith.  Employee shall be

obligated to keep the Board informed of the terms and conditions of any

subsequent employment and the corresponding benefits that relate to such

subsequent employment, it being understood that Employee shall be deemed to

satisfy such obligation by providing the Board written notice within thirty (30)

days of accepting such subsequent employment, which written notice shall

include sufficient information to establish whether and when Employee would

become eligible to receive such substantially similar benefits from the subsequent

employer.

f.Equity Interests: Employee is the grantee of time-based restricted stock units

(“RSUs”), performance-based restricted stock units (“PRSUs”) and shares of

Restricted Stock (“RSAs”) with respect to Parent, pursuant to Parent’s 2024

Omnibus Incentive Award Plan (the “Plan”), as amended from time to time, and

those certain award agreements thereunder entered into by and between Parent

and Employee (collectively and individually, the “Equity Agreements”), and the

vesting and forfeiture of such RSUs, PRSUs and RSAs in connection with

Employee’s termination hereunder shall be governed by the terms and conditions

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of the Plan and the Equity Agreements thereunder, as summarized on Exhibit B

to this Agreement (Equity Schedule).

g.Non-Competition and Non-Solicitation:  In addition to the Legacy Covenant

Obligations, Employee agrees to the following:

•From the Separation Date and for the duration of the twelve (12)-month

period thereafter, Employee will not, without the express written consent

of AHS:

1.directly or indirectly, whether as an owner, investor, partner,

member, shareholder, director, officer, employee, consultant,

advisor, manager, operator, representative, agent, or in any other

capacity, engage in, participate in, or assist with the ownership of,

investment in, management of, operation of, or development of,

freestanding hospitals or hospital-affiliated sites of care that

provide medical-surgical healthcare services and that compete with

the Company within the Restricted Territory; provided, however,

that nothing in this Paragraph 1(g) shall prohibit Employee from

owning, solely as a passive investment, less than one percent (1%)

of the voting power or common equity of any publicly traded

company, so long as Employee is not otherwise participating in the

management or operations of such company.  For purposes of this

Paragraph 1(g), “Restricted Territory” means the area within a fifty

(50)-mile radius of each Company facility that provides medical-

surgical healthcare services as of the Separation Date and with

respect to which Employee worked, supervised, managed,

provided services, or had material responsibilities during his

employment;

2.directly or indirectly, on his own behalf or in the service or on

behalf of others, solicit, divert or attempt to divert any customer,

patient, supplier, referral source or business partner of the

Company with whom Employee had material business contact

during his employment with AHS; or

3.directly or indirectly, on his own behalf or in the service or on

behalf of others, solicit, divert, or hire away, or attempt to solicit,

divert, or hire away, any person employed by the Company or its

affiliates who, during the twelve (12)-month period immediately

preceding the Separation Date, (A) worked with Employee, (B)

was supervised or managed by Employee, directly or indirectly,

(C) had material business contact with Employee, (D) was a person

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about whom Employee obtained Confidential Information (as

defined in the Employment Agreement), or (E) served as a senior

executive, officer, hospital CEO, market leader, or other key

employee of the Company or its affiliates, it being understood that,

Employee shall otherwise retain the right under Section 5(b) of the

Employment Agreement to request that the Company waive

application of the foregoing covenant to specified conduct.

In the event of any overlap or inconsistency between the restrictive

covenants set forth in Paragraph 1(g) and the Legacy Covenant

Obligations, the provision that is more restrictive of Employee’s

activities (including with respect to duration, geographic scope, and

scope of restricted activities) shall control and be enforced to the

maximum extent permitted by applicable law.

Notwithstanding the foregoing and except with respect to matters

relating to Valencia County Hospital and the direct or indirect

development or operation of any hospital serving the Sherman, Texas or

Grayson County, Texas market by CHC (as defined below), nothing in

this Paragraph 1(g) shall prohibit Employee from (i) continuing to serve

on the Board of Directors of Community Hospital Corporation (“CHC”);

or (ii) performing advisory, governance, or business development

activities in his capacity as a CHC board member; provided that

Employee shall not use (as defined in the Employment Agreement) in

connection with any such activities, and shall not take any action that

would directly and intentionally divert a material business relationship

from the Company to CHC, it being understood that Employee shall

recuse himself from, and establish processes with CHC under which he

shall be screened from, all matters relating to (x) Valencia County

Hospital and (y) CHC’s direct or indirect development or operation of

any hospital serving the Sherman, Texas or Grayson County, Texas

markets.

•Breach of Paragraph 1(g): Employee acknowledges that the covenants

contained in Paragraph 1(g) and the Legacy Covenant Obligations are

crucial to the success of the Company and that the violation of the

covenants would immeasurably damage the Company.  Employee

therefore agrees that in the event of a violation or threatened violation of

any provisions in Paragraph 1(g) or any of the Legacy Covenant

Obligations, the Company shall, in addition to any other rights and

remedies available to it, at law or otherwise, including as set forth in

Paragraph 15, be entitled, without the necessity of posting bond, to an

injunction to be issued by any court of competent jurisdiction enjoining

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and restraining Employee from committing any such violation or

threatened violation of Paragraph 1(g) or the Legacy Covenant

Obligations, and Employee hereby consents to the issuance of such

injunction.  Furthermore, the Company shall, in addition to any other

rights or remedies available to it, at law or otherwise, be entitled to

reimbursement of court costs, attorneys’ fees, and other expenses

incurred as a result of enjoining a breach or threatened breach of this

Agreement.  If the threatened violation is withdrawn without harm to the

Company, the Company shall resume the benefits under Paragraphs

1(b), (d), (e) and (f) of this Agreement back to the date of cessation. 

However, in all instances of breach, the duration of the covenants

contained herein shall be extended for a period of time equal to the

period of time Employee is in breach.

h.Reimbursement of Attorneys’ Fees:  AHS shall reimburse Employee for

reasonable attorneys’ fees actually incurred by Employee in connection with the

review, negotiation and execution of this Agreement and the transactions

contemplated hereby, up to a maximum aggregate amount of $10,000.  Such

reimbursement shall be made within thirty (30) days following AHS’s receipt of

reasonably detailed invoices or other documentation evidencing such fees;

provided that Employee’s request for such reimbursement (and delivery of such

invoices or documentation) shall be made within ninety (90) days following the

date of this Agreement.  Employee shall be responsible for any fees in excess of

such amount.

2.General Release.

a.Release of Claims.  On behalf of Employee and Employee’s successors, heirs and

anyone claiming by or through Employee, Employee hereby irrevocably and

unconditionally releases and forever discharges AHS and Parent, each of their

respective parent companies, affiliates and subsidiaries, each of their respective

past, present or future equity holders, directors, managers, officers, employees,

representatives, predecessors, successors, assigns, and all persons acting by,

through or in concert with them (collectively, the “Released Parties”), from all

proceedings, demands, rights, causes, actions, suits, obligations, liabilities, debts,

sums of money, accounts, bills, dues, covenants, undertakings, promises,

contracts, agreements, complaints, controversies, grievances, damages,

judgments, actions, claims, losses, costs and expenses (including related

attorneys’ fees and costs), whether known or unknown, suspected or unsuspected,

anticipated or unanticipated, that Employee may now have or has ever had against

any of the Released Parties by reason of any act, omission, transaction or event

occurring before or on the date of this Agreement (“Claims”), other than:

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i.any payments or benefits payable to Employee in accordance with

Paragraphs 1(d), (e), (f) or (h) of this Agreement;

ii.employee benefits that became vested on or prior to the Separation Date

(including vested benefits under the 401(k) plan of AHS);

iii.any claim or right that, under applicable law, cannot be waived, including

the right to file a charge with or participate in an investigation or lawsuit

conducted by an administrative agency; provided that Employee hereby

waives Employee’s right to any monetary recovery if any administrative

agency pursues on Employee’s behalf any claim against any Released

Party (including any claims under the False Claims Act, 31 U.S.C. § 3729,

et seq., and similar state laws), except that nothing herein shall be

construed to limit Employee’s right to receive any award or bounty for

providing information to law enforcement or any governmental authority;

or

iv.any claims under any indemnification agreement in effect as of the

applicable time between Employee and the Company or any subsidiary or

affiliate thereof, and any other rights incident to ownership of equity.

b.Scope of Released Claims.  Without limiting the generality of the Claims released

in this Paragraph 2, Employee acknowledges and agrees that the Claims include

all:

i.claims against any Released Party arising from or related to any

employment or contractor relationship between Employee and any

Released Party and/or the termination of any such relationship except as

expressly provided in this Paragraph 2;

ii.claims against any Released Party for wrongful discharge of employment,

termination in violation of public policy, discrimination of any kind

(including discrimination based on race, color, religion, sex, sexual

orientation, age, national origin, ancestry, physical or mental disability,

marital status, order of protection status, genetic status, veteran status,

unfavorable discharge from military service, citizenship status or other

classification protected by law), harassment of any kind (including

harassment on the basis of gender, pregnancy, age, race, national origin,

sexual orientation and/or disability), breach of contract, breach of a

covenant of good faith and fair dealing, promissory estoppel, reformation,

negligent or intentional infliction of emotional distress, negligent or

intentional misrepresentation, deceit, concealment, negligent or intentional

interference with contract or prospective economic advantage, unfair

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business practices, defamation, libel, slander, negligence, breach of

fiduciary duty, personal injury, assault, battery, invasion of privacy, false

imprisonment, conspiracy, unfair business practices and/or conversion;

iii.claims against any Released Party for violation of any applicable federal,

state, county, parish or municipal laws relating to employment or

employment discrimination (including Title VII of the Civil Rights Act of

1964, the Civil Rights Act of 1991, the Age Discrimination in

Employment Act of 1967 (“ADEA”) (subject to Paragraph 2(c)), the

Americans with Disabilities Act of 1990, the Family and Medical Leave

Act, the Employee Retirement Income Security Act of 1974, the Worker

Adjustment and Retraining Notification Act, the Older Workers Benefit

Protection Act of 1990, the Computer Fraud and Abuse Act, the Economic

Espionage Act, and comparable state and local laws);

iv.claims against any Released Party for violation of the federal or any state

constitution; and

v.all claims against any Released Party for attorneys’ fees and costs,

whether pursuant to any other statute or contract.

c.Age Discrimination In Employment Act Release.  In accordance with the Older

Workers Benefit Protection Act of 1990, Employee acknowledges and agrees that

the Claims include a waiver of all rights and release of all claims that Employee

may have against any Released Party under the ADEA, other than claims that may

arise after the date of this Agreement (with the understanding that any claim that

Employee may have based on Employee’s separation from service with the

Company arose before the execution of this Agreement), and that such waiver and

release is knowingly and voluntarily made.  Employee acknowledges that the

consideration given for this waiver and release is in addition to anything of value

to which Employee was already entitled.  Employee further acknowledges that:

i.Employee was advised, and is hereby again advised in writing, to consult

with independent legal counsel of Employee’s choice before executing this

Agreement concerning its meaning and application;

ii.Employee is entitled to at least twenty-one (21) calendar days to review

and consider the release contemplated by Paragraph 2(b)(iii) and this

Paragraph 2(c) of Claims, arising from or related to the ADEA, and, if

Employee executes this Agreement before the expiration of such review

period, then Employee hereby freely and voluntarily waives the remaining

time period allotted under applicable law for considering a release of

ADEA claims;

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iii.Employee has seven (7) calendar days after executing this Agreement to

revoke the release under Paragraph 2(b)(iii) and this Paragraph 2(c) of

Claims arising from or related to the ADEA and the release of such

Claims will not be effective until that revocation period has expired (if

Employee elects to revoke this Agreement during the seven (7)-day

revocation period, such revocation must be in writing and, within seven

(7) days of the date upon which this Agreement was signed by him,

personally delivered or mailed to the Company, ATTN: Stephen C.

Petrovich, Executive Vice President and General Counsel, Ardent Health,

Inc., 340 Seven Springs Way, Suite 100, Brentwood, Tennessee, 37027,

and, if mailed, postmarked within seven (7) days of the date upon which

this Agreement was signed by Employee); and

iv.nothing in this Agreement prevents or precludes Employee from

challenging or seeking a determination in good faith of the validity of

Employee’s waiver of rights and claims under the ADEA, and this

Agreement does not impose any condition precedent, penalties or costs for

doing so, unless specifically authorized by federal law.

d.Covenant Not to Sue.  Employee will not bring, continue or maintain any claim or

legal proceeding against any Released Party before any court or other judicial or

arbitral forum by reason of any Claims released by this Agreement; provided,

however, that the foregoing covenant not to sue shall not apply to any lawsuit

challenging the validity of Employee’s release of claims arising under the ADEA. 

Although Employee may file a charge with state or federal agencies, Employee

agrees not to seek or accept any money damages or other relief upon the filing of

any such administrative charges or complaints or in judicial proceedings arising

therefrom, except that nothing herein shall be construed to limit Employee’s right

to receive an award or bounty for providing information to law enforcement or

any governmental authority.  If any court, administrative agency or other forum

assumes jurisdiction over any complaint or claim against any Released Party

released by this Agreement, then Employee will, and will cause Employee’s

affiliates to, promptly direct such court, agency or forum to withdraw from or

dismiss the matter with prejudice.  If Employee or any of Employee’s affiliates

asserts a claim in violation of the covenant in this Paragraph 2(d), then Employee

will pay all costs and expenses (including reasonable attorneys’ fees and costs)

incurred by any Released Party in defending against such a claim.

e.Compliance.  Employee acknowledges and agrees that neither this Agreement nor

performance hereunder constitutes an admission by any Released Party of any

violation of any federal, state or local law (including common law) or rules or

regulations promulgated thereunder, breach of any contract or any other

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wrongdoing.  Except as previously disclosed to the Company, Employee has no

knowledge of any violation of any applicable federal, state or local law (including

common law), or rules or regulations promulgated thereunder, by any Released

Party and further agrees that Employee will not and will not permit Employee’s

affiliates to bring any “qui tam” or whistleblower action against any Released

Party after the date of this Agreement.  Any monetary reward received by

Employee or Employee’s affiliates in any “qui tam” or whistleblower action

against any Released Party after the date of this Agreement will be donated to an

organization exempt from federal income tax purposes under Section 501(c)(3) of

the Internal Revenue Code, the charitable purpose of which is to provide health

care to a broad cross-section of the community served by the organization.

f.No Assignment or Transfer of Claims.  Employee represents that Employee has

not assigned or otherwise transferred any Claim, and

i.this Agreement will be effective as a bar to all Claims released by this

Agreement;

ii.this Agreement will be given full force and effect according to its terms,

including those relating to unknown and unsuspected Claims

(notwithstanding any state statute that expressly limits the effectiveness of

a general release of unknown, unsuspected or unanticipated Claims) and

those relating to any other Claims, and that this waiver is an essential and

material term of this Agreement because without such waiver the

Company would not have agreed to make certain payments to Employee,

as contemplated by this Agreement;

iii.if Employee asserts any Claim released by this Agreement seeking

damages against any of the Released Parties, then this Agreement will be a

complete defense to such Claim;

iv.no Claim currently exists and Employee is not aware of any pending or

threatened Claim;

v.neither the release of Claims under this Agreement nor the furnishing of

the consideration therefor will be deemed or construed to be an admission

by any Released Party or Employee of any improper or unlawful conduct;

and

vi. after the date of this Agreement, Employee may discover facts different

from or in addition to those now known or believed to be true regarding

the subject matter of the Claims released by this Agreement, but this

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Agreement will remain in full force and effect, notwithstanding the

existence of any different or additional facts.

3.Return of Property.  Employee will return all the Company property within seven (7)

days of the Separation Date, including documents and other materials prepared, used by or

delivered to Employee during Employee’s employment with the Company, and Employee shall

take no action on behalf of the Company or any related entity and shall not represent that

Employee is acting on behalf of the Company or any related entity at any point after the

Separation Date unless approved by the Company.  This provision does not prohibit Employee

from retaining any documents, either in electronic or in paper form, which are in the nature of

documentation of incentive compensation, retirement accounts, accrued PTO, payroll

compensation, medical benefits, tax forms, fringe benefits, COBRA rights, and other similar

personal matters.

4.Denial of Liability.  AHS and Employee acknowledge that this Agreement in no way

constitutes an admission by either party that it or he have violated any federal, state, or municipal

law, or any law whatsoever.  No statement in this Agreement or consideration provided pursuant

to its terms constitutes, nor should it be deemed to constitute, an admission by either party of any

violation of law, breach of contract or duty, or any wrongdoing whatsoever.  The parties

expressly deny any such wrongdoing.

5.Defense and Indemnification.  The Company agrees that the Indemnification

Agreement between Parent and Employee, dated July 18, 2024 (the “Indemnification

Agreement”) shall remain in full force and effect in accordance with its terms.  In furtherance of

the foregoing, the Company shall advance or reimburse Employee during the applicable

cooperation period described in Paragraph 10 in connection with the “Securities Litigation” and

the “Derivative Action” described in the Company’s Annual Report on Form 10-K for the period

ended December 31, 2025 (the “Pending Matters”), subject to compliance with Section 8 of the

Indemnification Agreement.  Where there is a conflict of interest between the Company and

Employee in the conduct of such defense such that it is appropriate that Employee be separately

represented (as reasonably determined by counsel for the Company or Employee), Employee

shall be entitled to be represented by separate counsel of his own selection, reasonably

acceptable to the Company, at the Company’s expense on the same advancement or

reimbursement basis described in this Paragraph 5.

6.Confidentiality.  Subject to the qualifications in this Paragraph 6 and Paragraph 14

below, Employee represents and agrees that Employee will keep confidential the discussions,

negotiations, and circumstances surrounding the terms of this Agreement; provided that, and for

the avoidance of doubt, nothing herein restricts disclosure of the Agreement or the foregoing

information to the extent required by law.  In addition, nothing herein shall prevent Employee

from disclosing any part of this Agreement or the information contained herein to Employee’s

legal counsel, tax advisor, or spouse, so long as such disclosure is accompanied by a warning that

the recipient must keep the information confidential.  Further, any non-disclosure provision in

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this Agreement does not prohibit or restrict Employee from initiating communications directly

with, or responding to any inquiry from, or providing testimony before, any self-regulatory

organization or state or federal regulatory authority, regarding this Agreement or its underlying

facts or circumstances.  However, in the event Employee receives a subpoena or court order

requiring the release of this Agreement, its contents, or any other information of the Company

that Employee is otherwise obligated to treat as confidential, Employee will notify the Company

as soon as reasonably practicable in advance of the date for the disclosure to enable the Company

to contest the subpoena or court order.

7.Agreement Not To Disparage.  Subject to the qualifications in Paragraph 14 below,

Employee agrees that, on behalf of Employee and Employee’s representatives and agents,

Employee shall not, whether verbally, in writing, electronically, or by any other form of

communication, make false and/or harmful statements regarding, or that impugn the reputation

or character of (collectively, “Adverse Communications”), the Company, any of its affiliates, or

any of the officers, employees, physicians, regardless of whether they are employed or non-

employed members of the medical staff, directors, or agents of the Company and its affiliates. 

Employee understands and agrees that this obligation applies to any Adverse Communication

covered by this Paragraph regardless of whether such Adverse Communication is communicated

to only one person/entity or many and regardless of whether it is negligently or intentionally

communicated, and further understands and agrees that the obligation is continuing in nature. 

Nothing in this Paragraph prevents Employee from (a) truthfully giving full and complete

deposition or trial testimony, or otherwise appearing in any proceeding as a result of a duly

served subpoena or deposition notice, (b) making any truthful statement to the extent necessary

with respect to any dispute involving this Agreement or any other agreement between Employee

and the Company or any of its affiliates, or (c) responding to any Adverse Communication that

constitutes a public statement to the extent reasonably necessary to correct or refute such public

statement.

8.No Assignment of Claims.  Employee represents and warrants that Employee has not

sold, assigned, transferred, conveyed or otherwise disposed of to any third party, by operation of

law or otherwise, any action, cause of action, suit, debt, obligation, account, contract, agreement,

covenant, guarantee, controversy, judgment, damage, claim, counterclaim, liability, or demand of

any nature whatsoever relating to any matter covered by this Agreement.

9.No Knowledge of Wrongdoing.  Employee represents that he has no knowledge of any

conduct by the Company that he believes violates any laws or regulations concerning

government payor programs for the provision of health services provided to any patient of the

Company.

10.Cooperation.  Employee agrees to cooperate, and shall cooperate, fully in any

administrative, investigative, litigation or other legal matter(s) that may arise or have arisen

involving the Company or any of the other Released Parties; provided that such cooperation

obligation shall apply (a) indefinitely with respect to matters involving circumstances occurring

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during Employee’s period of employment with AHS and about which Employee may have

relevant information as reasonably determined by AHS (including the Pending Matters), and (b)

for the twelve (12)-month period following the Separation Date for all other matters. 

Employee’s obligation to cooperate hereunder shall include, without limitation, meeting and

conferring with such persons at such times and in such places as the Company and the other

Released Parties may reasonably require and giving truthful evidence and truthful testimony and

executing and delivering to the Company and any of the other Released Parties any information

reasonably requested by any of them, it being understood that nothing in this Paragraph 10 shall

result in the waiver of any rights of Employee under the Indemnification Agreement or

Paragraph 5.  Subject to AHS’s applicable business expense reimbursement policy, as amended

from time to time, Employee shall be reimbursed for reasonable out-of-pocket expenses that

Employee incurs in rendering cooperation pursuant to this Paragraph 10.

11.Entirety of Agreement.  Employee warrants that no promise or inducement to enter into

this Agreement has been offered or made except as set forth in this Agreement, that Employee is

entering into this Agreement voluntarily and without reliance on any statement or representation

made on behalf of the Company or any related entity, and that the consideration stated herein is

the sole consideration for this Agreement.  This Agreement, including the Legacy Covenant

Obligations incorporated herein by reference, constitutes the entire agreement between the

parties with regard to all matters addressed herein.  This Agreement cannot be amended except

by a writing executed by both Employee and AHS.

12.Severability.  If any provision, section, subsection or other portion of this Agreement

shall be determined by any court of competent jurisdiction to be invalid, illegal or unenforceable

in whole or in part, and such determination shall become final, such provision or portion shall be

deemed to be severed or limited, but only to the extent required to render the remaining

provisions and portions of this Agreement enforceable.  This Agreement as thus amended shall

be enforced so as to give effect to the intention of the parties insofar as that is possible.  In

addition, the parties hereby expressly empower a court of competent jurisdiction to modify any

term or provision of this Agreement to the extent necessary to comply with existing law and to

enforce this Agreement as modified.

13.Parties Bound.  The obligations, rights and benefits under this Agreement shall be

binding upon and inure to the benefit of the heirs, assigns, administrators, executors and legal

representatives of Employee and the Company’s successors and assigns.  The Company shall

require any such successor or assign (whether by merger, consolidation, sale of all or

substantially all assets or equity, or otherwise) to expressly assume and agree in writing to

perform this Agreement to the same extent the Company would have been required to perform

absent such succession or assignment.

14.Matters Not Released; No Interference With Rights.  Employee and the Company

expressly agree that this Agreement is not intended to release, conflict with or violate any law

restricting the waiver of any employee right.  The parties acknowledge this Agreement does not

14

4930-6561-1447v.1

prevent Employee from filing a charge with the Equal Employment Opportunity Commission,

the National Labor Relations Board, the Occupational Safety and Health Administration, the

Securities and Exchange Commission, or any other federal, state, or local government agency or

commission (“Government Agencies”).  Further, the parties agree that this Agreement does not

limit Employee’s ability to communicate with any Government Agencies or otherwise participate

in any investigation or proceeding that may be conducted by any Government Agency, including

providing documents or other information, except to the extent notice may be required by the

terms of this Agreement.  However, Employee understands that he has waived and released any

and all claims for money damages and equitable relief that Employee may recover from the

Company pursuant to the filing or prosecution of any administrative charge against the

Company, or any resulting civil proceeding or lawsuit brought on Employee’s behalf for the

recovery of such relief, and which arises out of the matters that are and may be released or

waived by this Agreement. Furthermore, the U.S. Defend Trade Secrets Act of 2016 provides

that: (a) an individual shall not be held criminally or civilly liable under any federal or state trade

secret law for the disclosure of a trade secret that (i) is made (A) in confidence to a federal, state,

or local government official, either directly or indirectly, or to an attorney, and (B) solely for the

purpose of reporting or investigating a suspected violation of law; or (ii) is made in a complaint

or other document filed in a lawsuit or other proceeding, if such filing is made under seal; and (b)

an individual who files a lawsuit for retaliation by an employer for reporting a suspected

violation of law may disclose the trade secret to the attorney of the individual and use the trade

secret information in the court proceeding, if the individual (i) files any document containing the

trade secret under seal, and (ii) does not disclose the trade secret, except pursuant to court order. 

Nothing in this Agreement prohibits or creates liability for any such protected conduct.

15.Breach of the Legacy Covenant Obligations or Paragraphs 1(g), 6 or 7.  Employee

agrees that the Company would be significantly damaged in the event of his material breach of

any of his obligations under Paragraphs 1(g), 6 or 7 or any of the Legacy Covenant Obligations

and, because of that, he will immediately forfeit, upon the occurrence of any such material

breach, any unearned, unvested or unpaid benefits under Paragraphs 1(d), (e), (f) and (h) of this

Agreement (including, for the avoidance of doubt, any unearned, unvested or unpaid benefits

under any then-outstanding RSUs, PRSUs and RSAs notwithstanding any provision in the

Equity Agreements to the contrary).  This Paragraph does not prohibit disclosures to the extent

necessary legally to enforce this Agreement or to the extent required by law.  Nor does it prohibit

Employee from communicating with, responding to, or providing testimony before any

Government Agency, as contemplated by Paragraph 14.

16.Medicare.  Employee represents, affirms, covenants, and warrants that he has made no

claim for illness, medical expenses, bodily injury, or emotional distress against, nor is he aware

of any facts supporting any claim against, the Company under which the Company could be

liable for medical expenses incurred by Employee before or after the execution of this

Agreement.  Furthermore, Employee is aware of no medical expenses that Medicare has paid and

for which the Company is or could be liable now or in the future.  Employee agrees and affirms

that no liens of any governmental entities, including those for Medicare conditional payments,

15

4930-6561-1447v.1

exist.  Employee represents and agrees that he will indemnify, defend, and hold the Company

harmless from any and all claims, liens, Medicare conditional payments and rights to payment,

known or unknown.  Employee represents and agrees that he is solely responsible for payment of

any outstanding medical liens, if any.  If any governmental entity, or anyone acting on behalf of

any governmental entity, seeks damages (including multiple damages) from the Company

relating to Employee’s alleged injuries, claims or lawsuit, Employee will indemnify the

Company, including with respect to any attorneys’ fees incurred by the Company, and hold the

Company harmless from any and all such damages (including multiple damages), claims, liens,

Medicare conditional payments and rights to payment, including any attorneys’ fees sought by

such entities.

17.Counterparts.  This Agreement may be executed in one or more counterparts, all of

which together constitute only one agreement.

18.Enforcement; Venue.  In the event any party violates any provision of this Agreement,

the other party may present this Agreement to a court of competent jurisdiction to obtain

injunctive relief or other appropriate monetary relief, including costs, and the substantially

prevailing party shall be entitled to an award of reasonable attorneys’ fees.  The parties agree that

any action, suit, proceeding, claim, or dispute arising out of or relating to this Agreement or the

transactions contemplated hereby shall be brought exclusively in the state courts located in

Davidson County, Tennessee, or, if federal jurisdiction exists, in the United States District Court

for the Middle District of Tennessee, Nashville Division.  Each party irrevocably submits to the

personal jurisdiction of such courts and waives any objection based on improper venue, forum

non conveniens, or any similar doctrine.

19.Law Governing.  This Agreement is governed by the laws of the State of Tennessee.

20.Code Section 409A.  This Agreement is intended to be interpreted and applied so that the

payments set forth herein shall be compliant with, or exempt from, the requirements of Internal

Revenue Code Section 409A.  Notwithstanding any of the foregoing to the contrary, the

Company makes no guarantee that the terms of this Agreement as written comply with, or are

exempt from, the provisions of Internal Revenue Code Section 409A, and neither the Company

nor its affiliates shall have any liability for the failure of the terms of this Agreement as written

to comply with, or be exempt from, the provisions of Internal Revenue Code Section 409A.  In

the event the terms of this Agreement would subject Employee to taxes or penalties under

Internal Revenue Code Section 409A (“409A Penalties”), the Company and Employee shall

cooperate diligently to amend the terms of this Agreement to avoid such 409A Penalties, to the

extent possible; provided that in no event shall the Company be responsible for any 409A

Penalties that arise in connection with any amounts payable under this Agreement.  To the extent

any amounts under this Agreement are payable by reference to Employee’s “termination of

employment” (or similar term) such term shall be deemed to refer to Employee’s “separation

from service,” within the meaning of Internal Revenue Code Section 409A.  Notwithstanding

any other provision in this Agreement, if Employee is a “specified employee,” as defined in

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4930-6561-1447v.1

Internal Revenue Code Section 409A, as of the date of Employee’s separation from service, then

to the extent any amount payable to Employee (a) constitutes the payment of nonqualified

deferred compensation, within the meaning of Internal Revenue Code Section 409A, (b) is

payable upon Employee’s separation from service and (c) under the terms of this Agreement

would be payable prior to the six (6)-month anniversary of Employee’s separation from service,

such payment shall be delayed until the earlier to occur of (i) the first business day following the

six (6)-month anniversary of the separation from service and (ii) the date of Employee’s death. 

For purposes of Internal Revenue Code Section 409A, each payment under this Agreement shall

be treated as a separate payment and the right to a series of installment payments under this

Agreement shall be treated as a right to a series of separate payments.  Notwithstanding any other

provision in this Agreement, (A) to the extent any amount payable to Employee constitutes the

payment of nonqualified deferred compensation, within the meaning of Internal Revenue Code

Section 409A, and is subject to Employee’s execution and non-revocation of this Agreement or

the Release and (B) the period of time to consider this Agreement spans two taxable years, then

any such payment that is subject to the execution and non-revocation of this Agreement or the

Release shall be paid in the later of the two tax years.  To the extent required by Internal

Revenue Code Section 409A, each reimbursement or in-kind benefit provided under this

Agreement will be provided in accordance with the following: (x) the amount of expenses

eligible for reimbursement, or in-kind benefits provided, during each fiscal year of the Company

cannot affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any

other fiscal year; (y) any reimbursement of an eligible expense will be paid to Employee on or

before the last day of the fiscal year following the fiscal year in which the expense was incurred;

and (z) any right to reimbursements or in-kind benefits under this Agreement will not be subject

to liquidation or exchange for another benefit.

21.Acknowledgment.  By signing this Agreement, Employee acknowledges and agrees that:

a.he has read this Agreement;

b.he understands it is legally binding, and is hereby advised to review it with a

lawyer of his choice prior to executing this Agreement;

c.he realizes and understands the release included in this Agreement covers all

claims, demands, and causes of action against Released Parties, including age

discrimination claims under the ADEA, except as expressly provided herein;

d.he understands the terms of this Agreement, he is signing voluntarily and with the

full understanding of its consequences, and he has not been forced or coerced in

any way;

e.he is hereby advised that he may take up to twenty-one (21) days in which to

consider this Agreement; and

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4930-6561-1447v.1

f.he is hereby advised and understands that he may revoke this Agreement for a

period of seven (7) days following the date of its execution, and that this

Agreement shall not become effective or enforceable until the revocation period

has expired without its being revoked.  Any such revocation under this Paragraph

must be in writing and delivered to Stephen C. Petrovich, Executive Vice

President and General Counsel, by overnight delivery within seven (7) days

following the date of execution of this Agreement.

[Signature Page to Follow]

4930-6561-1447v.1

For Employee:

June 26, 2026		/s/ Martin J. Bonick
Date		Martin J. Bonick

AHS Management Company, Inc.

June 26, 2026		/s/ Stephen C. Petrovich
Date		Stephen C. Petrovich

4930-6561-1447v.1

Exhibit A

(Employment Agreement)

4889-5973-8050v.8

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is

made and entered into by and between AHS Management Company, Inc. (the “Employer”), and

Martin Bonick, an individual (“Employee”), and is effective as of the Effective Date (as defined

below).

WITNESSETH:

WHEREAS, the Employer and Employee previously entered into that certain Employment

Agreement, dated as of August 10, 2020, under which the Employer has employed Employee as

its President and Chief Executive Officer (the “Prior Agreement”);

WHEREAS, the Employer desires to enter into this Agreement with Employee, as an

amendment and restatement to the Prior Agreement, and to provide him with the benefits set

forth herein in recognition of the valuable services he will render to the Employer, and for the

purposes evidenced herein;

WHEREAS, Employee is and remains ready and willing to render the services provided for, and

on the terms and conditions set forth herein, and he is willing to refrain from activities

competitive with the business of the Employer during the term of and after this Agreement on the

terms and conditions set forth herein; and

WHEREAS, in serving as an employee of the Employer, Employee will continue to participate

in the use and development of confidential proprietary information about the Employer, its

customers and suppliers, and the methods used by the Employer and its employees in

competition with other companies, as to which the Employer desires to protect fully its rights.

NOW, THEREFORE, in consideration of the premises and the mutual covenants and

agreements herein set forth, the parties hereto agree as follows:

1.Employment.

(a)The Employer hereby offers to employ Employee and Employee accepts

such employment with the Employer during the Term (as defined below) pursuant to the terms

and conditions set forth herein.  During the Term, Employee will be employed by the Employer

as its President and Chief Executive Officer and will hold the same officer title with respect to

Ardent Health Partners, Inc. (“Parent”).  Employee shall report directly to the Board of Directors

of Parent (the “Board”) and shall perform all duties and services incident to such position, and

such other similar duties and services as may be prescribed by the governing documents of the

Employer or established by the Employer (or an affiliate thereof) from time to time.  During his

employment hereunder, Employee shall devote his best efforts and attention, on a full-time basis,

to the performance of the duties required of him as an employee of the Employer.  For purposes

of this Agreement, all references to determinations or tasks of the Board shall be deemed to

include references to any duly authorized committee thereof, if applicable, and it is understood

that such Board or committee shall exclude Employee for purposes of all decisions for which

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4889-5973-8050v.8

Employee’s participation would present a conflict of interest, including matters directly related to

Employee’s compensation, benefits or employment.

(b)The Term of this Agreement and Employee’s employment hereunder shall

be governed by the provisions of Section 8.

2.Principal Office.  Employee’s principal office and normal place of work is located

at the Employer’s principal executive offices in the Nashville, Tennessee, metropolitan area.

3.Compensation.

(a)As compensation for services rendered by Employee hereunder, Employee

shall receive:

(i)Salary.  During the Term, Employee shall be paid an annual salary

of $1,076,000, or such other increased salary amount as shall be approved by the Board

from time to time, which shall be payable in accordance with regular payroll practices

and cycles of the Employer (“Salary”).

(ii)Bonus.  During the Term, Employee shall be eligible for an annual

cash bonus in an amount to be determined by the Board based on whether certain

reasonable objectives established by the Board for each fiscal year as set forth in the

Employer’s Incentive Compensation Plan (that shall be established for such year) (the

“Plan”) have been met (the “Bonus”).  Although the Bonus is discretionary and will vary

depending on actual performance, the Board will establish Employee’s target annual

Bonus for each year during the Term, which target percentage for the entirety of fiscal

year 2024 has been established as 125% of Employee’s annual Salary.  Any earned

Bonus may be prorated for partial years of service as set forth in the Plan and shall be

subject to any maximum payout limitations as set forth in the Plan or otherwise approved

by the Board each year.  Bonuses will be payable by the Employer no later than March 15

of the calendar year following the year with respect to which the Bonus is earned;

provided that, except as otherwise provided herein, payment of any earned Bonus shall be

subject to Employee’s continued employment through the date such Bonus is paid.

(iii)Expenses.  During the Term, the Employer shall reimburse

Employee promptly for all reasonable travel, entertainment, parking, business meeting

and similar expenditures in pursuance and furtherance of the Employer’s business, in

each case, subject to the Employer’s policies applicable to its officers and other key

employees generally as in effect from time-to-time, including the requirement to provide

reasonable supporting documentation.

(iv)Other Benefits.  During the Term, Employee will be eligible to

participate in benefit and perquisite plans and programs of the type made available to

similarly situated senior officers of the Employer, in accordance with the terms and

conditions of such plans and programs in effect from time to time.

3

4889-5973-8050v.8

(v)Withholdings.  All amounts payable to Employee hereunder shall

be subject to such deductions or withholdings as are required by law or the policies of the

Employer or as may be authorized or directed by Employee pursuant to the permitted

practices of the Employer and applicable law.  Furthermore, any monies owed to

Employee by the Employer may be offset by any monies owed to the Employer by

Employee; provided, however, that any offset of amounts considered to be deferred

compensation under Section 409A of the Code (as defined below) shall only be offset to

the extent consistent with Treas. Reg. Section 1.409A-3(j)(4)(xiii).

(vi)Equity.  During the Term, Employee shall be eligible to participate

in and receive annual grants under, the Ardent Health Partners, Inc. 2024 Omnibus

Incentive Award Plan, as such plan may be amended and/or restated from time to time or

any successor plan thereto (the “LTIP”), on such terms and conditions as are stated

therein and any applicable award agreement thereunder. 

(b)Benefits Review.  Employee’s Salary, target Bonus and benefits payable

hereunder will be subject to annual review by the Board, in the good faith determination of the

Board.  Employee understands and acknowledges that the opportunity of an annual Salary and

benefit review by the Board shall not be construed in any manner as an express or implied

agreement by the Employer to raise or increase his Salary or benefits.  References to the Board

for such purposes (i.e., Employee’s Salary, target Bonus and benefits) or similar purposes in this

Agreement shall also be deemed to include references to the Compensation Committee of the

Board, as and when applicable.

4.Confidential Information and Trade Secrets.

(a)Trade Secrets.  Employee recognizes that Employee’s position with the

Employer requires considerable responsibility and trust, and, in reliance on Employee’s loyalty,

the Employer, the Company (as defined below), and their respective subsidiaries and affiliates

(collectively, the “Company Group”) may continue to entrust Employee with highly sensitive

confidential, restricted and proprietary information involving Trade Secrets and Confidential

Information.  For purposes of this Agreement, a “Trade Secret” is any scientific or technical

information, design, process, procedure, formula or improvement that is valuable and not

generally known to competitors of any member of the Company Group.  “Confidential

Information” is any data or information, other than Trade Secrets, that is important,

competitively sensitive, and not generally known by the public or competitors of any member of

the Company Group, including, but not limited to, a Company Group member’s business plan,

acquisition targets, training manuals, product development plans, pricing procedures, market

strategies, internal performance statistics, financial data, confidential personnel information

concerning employees of such member, supplier data, operational or administrative plans, policy

manuals, and terms and conditions of contracts and agreements.

(b)Non-Disclosure.  Subject to the exceptions set forth in Section 4(c), and

except as required to perform Employee’s duties hereunder, Employee will not use or disclose

the terms of this Agreement or any Trade Secrets or Confidential Information of the Company

Group during employment, or at any time after termination of employment; provided, however,

4

4889-5973-8050v.8

that Employee may disclose the terms of this Agreement and Confidential Information (i) to

Employee’s spouse and Employee’s representatives, agents and advisors who are advising

Employee with respect to this Agreement, but only for legitimate business purposes related to the

negotiation and performance of this Agreement and with a covenant from those persons to keep

such information confidential in accordance with this Section 4, or (ii) to the extent that

disclosure is required by applicable law or order; provided, further, that as soon as reasonably

practicable before such disclosure, Employee gives the Employer prompt written notice of such

disclosure to enable the Employer to seek a protective order or otherwise preserve the

confidentiality of such information.

(c)Exceptions.  Employee acknowledges that, notwithstanding any of the

Employer’s policies or agreements that could be read to the contrary, nothing in any agreement

or policy prohibits, limits or otherwise restricts Employee or Employee’s counsel from initiating

communications directly with, responding to any inquiry from, volunteering information

(including Trade Secrets or Confidential Information of the Company Group) to, or providing

testimony before, the Securities and Exchange Commission (the “SEC”), the Department of

Justice, FINRA, any other self-regulatory organization or any other governmental authority, in

connection with any reporting of, investigation into, or proceeding regarding suspected violations

of law.  Employee further acknowledges that Employee is not required to advise or seek

permission from the Employer before engaging in any such activity with any such governmental

authority, but that, in connection with any such activity, Employee must inform such

governmental authority that the information Employee is providing is confidential.  The

foregoing exception includes cooperating with or reporting legal violations to the SEC and/or its

Office of the Whistleblower.  None of the Employer, the Company or any of their affiliates may

retaliate against Employee for any of these activities, and nothing in this Agreement or otherwise

would require Employee to waive any monetary award or other payment to which Employee

might become entitled from the SEC or similar governmental authority.  Despite the foregoing,

Employee is not permitted to reveal to any third-party, including any governmental, law

enforcement, or regulatory authority, information Employee came to learn during the course of

employment with the Employer that is protected from disclosure by any applicable privilege,

including but not limited to the attorney-client privilege or the attorney work product doctrine,

and the Employer does not waive any applicable privileges or the right to continue to protect its

privileged attorney-client information, attorney work product, and other privileged information. 

Employee is further advised that U.S. Federal law provides that an individual shall not be held

criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade

secret that is made in (i) confidence to a Federal, State, or local government official (either

directly or indirectly) or to an attorney, solely for the purpose of reporting or investigating a

suspected violation of law, or (ii) a complaint or other document filed in a lawsuit or other

proceeding, if such filing is made under seal.

(d)Material Surrender.  Upon termination of Employee’s employment with

the Employer, Employee will surrender to the Employer all files, correspondence, memoranda,

notes, records, manuals or other documents or data pertaining to the business of the Company

Group or Employee’s employment (including all copies thereof) however prepared and whether

maintained in paper or electronic format.  Employee will also leave with the Employer all

5

4889-5973-8050v.8

materials involving any Trade Secrets or Confidential Information of the Company Group.  All

such information and materials, whether or not made or developed by Employee, shall be the

sole and exclusive property of the Employer, and Employee hereby assigns to the Employer all

of Employee’s right, title and interest in and to any and all of such information and materials.

5.Covenants.  Employee shall be subject to the following covenants and obligations:

(a)Non-Competition Covenant.  While employed by the Employer, Employee

shall not compete or plan or prepare to compete with the Company regarding the ownership,

investment in, management of or operation of free standing hospitals or a hospital’s affiliated

sites of care that are owned, operated or managed by the Company that provide medical-surgical

healthcare services.  Employee shall not compete with the Company, for a period of twelve (12)

months following the termination of his employment in the Metropolitan Service Area for

healthcare services for any physical location where the Company provides, manages, or

supervises the provision of medical-surgical healthcare services as of the Termination Date (as

defined below) in which Employee worked or provided services during Employee’s

employment.

(b)Non-Solicitation Covenant.  Following the termination of Employee’s

employment with the Employer, for a period equal to the term of the non-competition covenant

under Section 5(a), Employee shall not directly or indirectly solicit the services of or otherwise

induce or attempt to induce any Company Employee to sever his employment relationship with

the Company.  For purposes of this Section 5(b), “Company Employee” shall mean any

employee with whom Employee worked or had contact with during Employee’s employment and

who performs or performed (on the Termination Date or within the previous six (6) months of

such date) any of his services for the Employer, the Company or any of their respective

subsidiaries, including any member of the senior management staff of any hospital.  Prior to the

initiation of any conduct prohibited under this Section 5(b), Employee may request that the

Company waive application of this Section 5(b) to said conduct.  The granting of such request,

however, shall be at the Company’s sole discretion.

(c)Scope and Duration; Severability.  The Company, the Employer and

Employee understand and agree that the scope and duration of the covenants contained in this

Section 5 are reasonable both in time and geographical area and are necessary and fair to protect

the business of the Company.  Except as otherwise stated herein, such covenants shall survive the

termination of Employee’s employment.  It is further agreed that such covenants shall be

regarded as divisible and shall be operative as to time and geographical area to the extent that

they may be made so and, if any part of such covenants are declared invalid or unenforceable, the

validity and enforceability of the remainder shall not be affected.  If any covenant contained in

this Section 5 is determined by an arbitrator to be unenforceable for reasons of overbreadth

pursuant to the mandatory arbitration agreement set forth in Section 21, it shall be interpreted to

extend only over the maximum period of time, range of activities or geographic area as to which

the arbitrator shall determine to be enforceable.  In the event the Federal Trade Commission

passes a rule or regulation that becomes effective and prohibits any restriction set forth in this

6

4889-5973-8050v.8

Agreement, such prohibited restriction shall be null and void until the time such rule is enjoined

or otherwise preempted, overturned, or stayed.

(d)Assignment.  Employee agrees that the covenants contained in this Section

5 shall inure to the benefit of any successor or assign of the Company, with the same force and

effect as if such covenant had been made by Employee with such successor or assign.

(e)Exclusion.  Notwithstanding the provisions of this Section 5, Employee’s

non-competition obligations shall not preclude Employee from owning less than one percent

(1%) of the voting power or common interest in any publicly traded corporation conducting

business activities in the healthcare industry in competition with the Company or any affiliate.

(f)Company.  For purposes of Section 4 and this Section 5, “Company” shall

mean Parent and all of its directly or indirectly owned subsidiaries.

6.Program Participation.  Employee represents that he is, and will for the Term be,

eligible to participate in Medicare, Medicaid, CHAMPUS, TriCare, and other federal health

programs, and Employee shall not have been sanctioned by any federal or state governmental

agency or department and/or listed on the Health and Human Services Office of the Inspector

General, Cumulative Sanctions Report, or excluded by the General Services Administration, as

set forth on the List of Excluded Providers see http://oig.hhs.gov/fraud/exclusions.html and

http://epls.arnet.gov).

7.Specific Enforcement.  Employee specifically acknowledges and agrees that the

restrictions set forth in Sections 4 and 5 are reasonable and necessary to protect the legitimate

interests of the Employer and that the Employer would not have entered into this Agreement in

the absence of such restrictions.  Employee further acknowledges and agrees that any violation of

the provisions of Sections 4 and 5 will result in irreparable injury to the Employer, that the

remedy at law for any violation or threatened violation of such Sections will be inadequate and

that in the event of any such breach, the Employer, in addition to any other remedies or damages

available to it at law or in equity, shall be entitled to temporary injunctive relief before trial from

any court of competent jurisdiction as a matter of course and to permanent injunctive relief

without the necessity of proving actual damages or providing notice to the greatest extent

permitted by law.  The Employer shall also have available all remedies provided under local,

state and federal statutes, rules and regulations as well as any and all other remedies as may

otherwise be contractually or equitably available.  In addition to any other remedy herein granted

or available to the Employer, either at law or in equity, Employee shall forfeit and forever release

any claim or right Employee may have to any benefits remaining under this Agreement from the

date Employee breached Sections 4 or 5.  Any monetary damages sought by the Employer under

this Section 7 shall not include the benefits forfeited under this Section 7.

8.Term.  This Agreement and the term of employment thereunder shall continue

until terminated in the manner set forth herein (the “Term”).  The Term, and Employee’s

employment hereunder, shall become effective on January 10, 2025 (the “Effective Date”) and

end on December 31, 2027; provided, however, that the Term shall automatically renew for

successive one (1)-year annual periods on such ending date and each applicable annual

7

4889-5973-8050v.8

anniversary date thereafter, as applicable, unless written notice of non-renewal is provided by

either party hereto no less than ninety (90) days prior to the expiration of the then-applicable

Term; provided, further that, notwithstanding the foregoing, the Term and this Agreement may

be earlier terminated in accordance with, and subject to the terms and conditions, set forth herein. 

The date upon which this Agreement and Employee’s employment hereunder shall terminate,

whether pursuant to the terms of this Section 8 or pursuant to any other provision of this

Agreement shall be referred to herein as the “Termination Date”.  Employee agrees to take all

actions necessary or deemed advisable by the Employer and the Board to resign from any and all

positions with the Company Group effective as of the Termination Date.  A non-renewal of the

Term by the Employer that results in an actual termination of employment of Employee shall be

treated as a termination without Cause (as defined below) by the Employer pursuant to

Section 13.  Further, a non-renewal of the Term by Employee shall be treated as a termination by

Employee without Good Reason (as defined below).  Employee’s obligations under Sections 4

and 5 hereof shall survive termination of this Agreement pursuant to non-renewal, and be

applicable for the durations contemplated herein regardless of whether such non-renewal or other

expiration of the Term is by the Employer or Employee. 

9.Definitions.  For purposes of the following Sections 10-16 of this Agreement:

(a)The term “Cause” shall mean (a) Employee’s willful refusal to perform, or

gross negligence in performing, the reasonable duties of Employee’s office, (b) Employee’s

conviction of, or guilty plea to, any crime punishable as a felony, or involving fraud or

embezzlement, any crime involving moral turpitude or any crime in connection with the delivery

of health care services, (c) Employee’s change in status under Section 6, (d) any act by

Employee involving moral turpitude that materially affects the performance of his duties

hereunder, (e) Employee’s use of alcohol in violation of the Employer’s policies or illegal use of

drugs, (f) Employee’s engagement in fraud, theft, misappropriation or embezzlement with

respect to the Employer or any of its affiliates, or (g) Employee’s exclusion from participation in

any “federal health care program” as defined in 42 U.S.C. § 1320a-7b(f) (including Medicare,

Medicaid, TRICARE and similar or successor programs with or for the benefit of any

governmental authority) or other debarment from contracting with any governmental authority. 

Without limiting the foregoing, Employee’s employment shall be deemed to have been

terminated for Cause if, after the Termination Date, facts and circumstances are discovered that

the Employer determines would have constituted Cause as of the Termination Date; provided,

however, that prior to any such post-termination determination of Cause being finalized,

Employee shall be given (i) written notice that the Board intends to apply such post-termination

determination of Cause described in this sentence, and (ii) an opportunity, upon election by

Employee, to be heard by the Board (alone or represented by counsel) within the fifteen (15)

days following receipt of such notice. 

(b)The term “Change in Control” shall have the meaning ascribed to such

term in the Ardent Health Partners, Inc. 2024 Omnibus Incentive Award Plan as of the Effective

Date.

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4889-5973-8050v.8

(c)The term “Disability” shall mean the inability of Employee to perform the

duties of his employment due to physical or emotional incapacity or illness (including, without

limitation, alcohol or chemical dependency), where such inability has continued or is expected to

continue for more than one hundred eighty (180) days in any one (1) year period.  In the event of

a dispute, the determination of Disability shall be made as follows: the Employer and Employee

(or his executor or personal representative, as the case may be) shall each appoint a physician

competent in the field of medicine to which such incapacity or illness relates, and the two (2)

physicians so selected shall select a third physician who shall be similarly competent.  The

decision of a majority of such physicians as to the Disability of Employee shall be binding on the

parties hereto.

(d)The term “Good Reason” shall mean one or more of the following has

occurred: (i) a material reduction in Employee’s base salary, (ii) a material reduction in

Employee’s authority, duties or responsibilities, provided, however, that a change in job position

(including a change in title) or reporting structure relating to Employee shall not be deemed a

“material reduction” unless Employee’s new authority, duties or responsibilities are materially

reduced from the prior authority, duties or responsibilities, (iii) a relocation of Employee’s

principal place of employment that results in an increase in Employee’s one-way driving distance

by more than thirty (30) miles from Employee’s then current principal residence, or (iv) a

material breach by the Employer of this Agreement.

10.Termination Upon Death of Employee.  In the event Employee dies during the

Term, this Agreement shall immediately terminate and neither Employee nor the Employer shall

have any further obligations hereunder except for (a) earned but unpaid Salary or properly

incurred but unreimbursed substantiated expenses owed at the time of death and any such other

payments or benefits as may be required by applicable law (the “Accrued Obligations”), and (b)

any Bonus that has been determined and declared earned by the Board but remains unpaid as of

the Termination Date (“Earned Bonus”).  The Accrued Obligations shall be paid within ninety

(90) days of Employee’s death, or such other date as specified by applicable law and the Earned

Bonus shall be paid within sixty (60) days after the Termination Date or such earlier date as

specified by applicable law or the terms and conditions of such Bonus arrangement.

11.Termination by Employee for Good Reason.  Employee may terminate this

Agreement and his employment with the Employer for Good Reason if (a) Employee gives

written notice to the Board of termination of employment for Good Reason within thirty (30)

days of the first occurrence of the event which Employee contends constitutes Good Reason, (b)

the Employer has failed to cure the event constituting Good Reason during the thirty (30)-day

period commencing on the Board’s receipt of such notice by Employee, and (c) if the Employer

has failed to cure such event, Employee has resigned from all positions Employee holds with the

Company Group, which resignation must be effective not later than thirty (30) days after the end

of the Employer’s cure period.  In the event Employee’s employment hereunder is terminated in

accordance with this Section 11, the Employer shall pay Employee (i) the Accrued Obligations

within ninety (90) days of the Termination Date or such other date as specified by applicable

law, and (ii) the severance benefits as set forth in, and subject to the terms and conditions of,

9

4889-5973-8050v.8

Section 16 or Section 17 as the case may be.  Employee’s obligations under Sections 4 and 5

hereof shall survive the termination of this Agreement pursuant to this Section 11.

12.Termination by the Employer for Cause.  The Employer shall have the right at

any time to terminate Employee’s employment for Cause, effective immediately or upon such

date as specified by the Employer in its sole discretion.  Employee’s obligations under Sections 4

and 5 hereof shall survive in full force and effect the termination of this Agreement pursuant to

this Section 12.  In the event Employee’s employment hereunder is terminated in accordance

with this Section 12, the Employer shall have no further obligation to make any payments to

Employee hereunder except for the Accrued Obligations, which shall be paid within ninety (90)

days of the Termination Date or such other date as specified by applicable law.

13.Termination Without Cause.  The Employer shall have the right at any time to

terminate Employee’s employment without Cause, effective immediately or upon such date as

specified by the Employer in its sole discretion.  In the event that Employee is terminated by the

Employer without Cause during the Term hereof (which shall not include a termination pursuant

to Section 10, 11, 12 or 15), the Employer shall pay to Employee (a) the Accrued Obligations

within ninety (90) days of the Termination Date or such other date as specified by applicable

law, and (b) the Salary and benefits as set forth in, and subject to the terms and conditions of,

Section 16 or Section 17 as the case may be.  Employee’s obligations under Sections 4 and 5

hereof shall survive in full force and effect the termination of this Agreement pursuant to this

Section 13.

14.Termination Upon Change in Control.  If, during the period (a) beginning six (6)

months immediately prior to a Change in Control (or, if earlier, upon the execution of a letter of

intent or similar agreement relating to a transaction that ultimately results in a Change in

Control), and (b) ending eighteen (18) months following such Change in Control, Employee’s

employment hereunder shall be terminated (i) by the Employer for any reason (other than for

Cause or due to Disability), or (ii) by Employee for Good Reason, then, upon such termination,

all compensation and benefits to Employee hereunder shall terminate contemporaneously with

the Termination Date, except that Employee shall be entitled to receive the severance benefits set

forth in, and subject to the terms and conditions of, Section 17.  Employee’s obligations under

Sections 4 and 5 hereof shall survive in full force and effect his termination of employment

pursuant to this Section 14.

15.Disability of Employee.  In the event Employee’s employment with the Employer

is terminated by the Employer on account of Employee’s Disability (as hereinafter defined), the

Employer shall pay Employee at the rate of Salary Employee was entitled to receive on the

payroll date immediately preceding such termination due to Disability on each regular payroll

date occurring within the six (6)-month period after his Termination Date.  In addition, the

Employer will pay Employee all Salary, Bonus, awards and other benefits and reimbursements of

expenses incurred or earned but unpaid or unreimbursed before Employee’s Disability within

sixty (60) days after the Termination Date or such other date as specified by applicable law or the

terms and conditions of such benefit, Bonus, award or other arrangement.  During the period in

which Employee is entitled to payment under this Section 15, for so long as Employee is

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4889-5973-8050v.8

physically and mentally able to do so, Employee will furnish information and assistance to the

Employer. 

16.Severance Amount in the Case of Termination under Sections 11 and 13.

(a)In addition to payment of the Accrued Obligations in accordance with

Section 11 or Section 13, as the case may be, subject to Employee’s delivery and non-revocation

of a separation and release substantially in the form that applies for the Company’s executive

leadership employees that has become effective and irrevocable on or before the sixtieth (60th)

day following the Termination Date (the “Release Condition”), Employee shall receive the

following as severance benefits under this Section 16:

(i)A series of cash payments equal in the aggregate to two (2) times

the sum of (A) the annual Salary in effect for Employee immediately prior to the

occurrence of the Termination Date (or, if a greater amount, immediately prior to the

occurrence of the applicable Good Reason event described in Section 11); and (B) the

target Bonus in effect for Employee immediately prior to the occurrence of the

Termination Date (or, if a greater amount, immediately prior to the occurrence of the

applicable Good Reason event described in Section 11) that would be payable to

Employee if such Bonus plan target(s) were achieved for the year in which the

Termination Date occurs, regardless of actual achievement;

(ii)Reimbursement of all of Employee’s cost to participate in COBRA

health, dental and/or vision continuation coverage for up to eighteen (18) months

following the Termination Date, if and to the extent Employee is entitled to and timely

elects COBRA continuation coverage under the Employer’s group health plan(s) in which

Employee participated immediately prior to the Termination Date (the “COBRA

Continuation Benefit”).  Notwithstanding the foregoing, the COBRA Continuation

Benefit shall be discontinued prior to the end of the stated continuation period in the

event Employee is eligible to receive substantially similar benefits from a subsequent

employer, as determined solely by the Board in good faith, it being understood that,

Employee shall be obligated to keep the Board informed of the terms and conditions of

any subsequent employment and the corresponding benefits that relate to such

employment; and

(iii)Treatment of any outstanding awards issued to Employee under the

LTIP shall be in accordance with the LTIP governing plan document and award

agreements, as applicable. 

(b)Schedule of Payments.  The Employer will make the severance benefit

payments described in this Section 16 at the time and in the manner described below, as

applicable, subject to Sections 26 and 27.

(i)All cash payments under Section 16(a)(i) will be paid in

substantially equal installments over twenty-four (24) months pursuant to the normal

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4889-5973-8050v.8

payroll cycle of the Employer beginning on the first regular payroll date that occurs

following Employee’s satisfaction of the Release Condition.

(ii)In the event of the death of Employee prior to the payment of all

cash due under Section 16(a)(i), all remaining payments will be made in a single sum to

Employee’s surviving spouse within ninety (90) days after Employee’s death.  If

Employee is not married at the time of death, such cash payments may be made to

Employee’s estate.

17.Severance Amount in the Case of Termination under Section 14.

(a)In addition to payment of the Accrued Obligations in accordance with

Section 11 or Section 13, as the case may be, subject to Employee’s satisfaction of the Release

Condition, Employee shall receive the following as severance benefits under this Section 17:

(i)A cash payment equal to three (3) times the sum of (A) the annual

Salary in effect for Employee immediately prior to the occurrence of the Termination

Date (or, if a greater amount, immediately prior to the occurrence of the applicable Good

Reason event described in Section 11); and (B) the target Bonus in effect for Employee

immediately prior to the occurrence of the Termination Date (or, if a greater amount,

immediately prior to the occurrence of the applicable Good Reason event described in

Section 11) that would be payable to Employee if such Bonus plan target(s) were

achieved for the year in which the Termination Date occurs, regardless of actual

achievement;

(ii)The COBRA Continuation Benefit, it being understood that, the

COBRA Continuation Benefit shall be subject to discontinuation, and Employee shall be

subject to the obligations, set forth in Section 16(a)(ii); and

(iii)Treatment of any outstanding awards issued to Employee under the

LTIP shall be in accordance with the LTIP governing plan document and award

agreements, as applicable.

(b)Timing of Payments.  The Employer will make the severance benefit

payments described in this Section 17 at the time and in the manner described below, as

applicable, subject to Sections 26 and 27.

(i)The amount under Section 17(a)(i) will be paid in a lump sum

within three (3) business days following satisfaction of the Release Condition.

(ii)In the event Employee becomes eligible for the severance benefit

payments described in this Section 17 after the payment commencement date for the

severance benefits set forth in Section 16 has already occurred, then the Employer will

pay Employee the difference between the severance benefit payments described in this

Section 17 and the severance benefits previously paid to Employee under Section 16,

within thirty (30) days after the occurrence of a Change in Control.

12

4889-5973-8050v.8

18.Assignment.  The rights and benefits of Employee under this Agreement, other

than accrued and unpaid amounts due under Section 3(a), are personal to him and shall not be

assignable.  Discharge of Employee’s undertakings in Section 4 shall be an obligation of

Employee’s executors, administrators, or other legal representatives or heirs.

19.Notices.  Any notice or other communications under this Agreement shall be in

writing, signed by the party making same, and shall be delivered personally or sent by overnight

courier, certified or registered mail, postage prepaid, addressed as follows:

If to Employee, to the most recent address reflected for Employee on the

Employer’s books and records

If to the Employer:

AHS Management Company, Inc.

Ardent Health Partners, Inc.

c/o General Counsel

340 Seven Springs Way, Suite 100

Brentwood, Tennessee 37027

or to such other address as may hereafter be designated by either party hereto.  All such notices

shall be deemed given on the date personally delivered or mailed.

20.Governing Law.  This Agreement shall be interpreted and enforced in accordance

with the laws of the State of Tennessee, without giving effect to the choice of law provisions of

such State.

21.Arbitration and Waiver of Jury Trial.  Any dispute among the parties hereto shall

be settled by arbitration in Nashville, Tennessee, in accordance with the then applicable rules of

the Model Employment Arbitration Procedures of American Arbitration Association and

judgment upon the award rendered may be entered in any court having jurisdiction thereof.  The

arbitrator shall award all costs, legal expenses and fees to the successful party.  The Employer

and Employee each hereby waive any right to trial by jury of any dispute arising under this

Agreement or with Employee’s employment with the Employer.

22.Severability.  Whenever possible, each provision of this Agreement shall be

interpreted in such manner as to be effective and valid, but if any one or more of the provisions

contained in this Agreement shall be invalid, illegal or unenforceable in any respect for any

reason, the validity, legality and enforceability for any such provisions in every other respect and

of the remaining provisions of this Agreement shall not be in any way impaired. 

23.Modification.  No waiver or modification of this Agreement or of any covenant,

condition, or limitation herein contained shall be valid unless in writing and duly executed by the

party to be charged therewith and no evidence of any waiver or modification shall be offered or

received in evidence of any arbitration between the parties hereunder, unless such waiver or

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4889-5973-8050v.8

modification is in writing, duly executed as aforesaid and the parties further agree that the

provisions of this Section 23 may not be waived except as herein set forth.

24.Entire Agreement.  This Agreement contains the entire agreement of the parties

hereto with respect to the subject matter contained herein.  There are no restrictions, promises,

covenants or undertakings, other than those expressly set forth herein.  This Agreement

supersedes all prior agreements and understandings between the parties with respect to such

subject matter, including, without limitation, the Prior Agreement, which is of no further force or

effect, it being understood that the Prior Agreement shall remain enforceable to the extent any of

the parties thereto are determined on or after the Effective Date to have been in breach of the

Prior Agreement during any applicable periods that preceded the Effective Date.

25.Employer Policies, Regulations and Guidelines for Employee.  The Employer

may issue policies, rules, regulations, guidelines, procedures or other informational material,

whether in the form of handbooks, memoranda, or otherwise, relating to its employees.

26.Section 409A.  It is the intention of the parties that the payments and benefits to

which Employee could become entitled pursuant to this Agreement, as well as the termination of

Employee’s employment under this Agreement, comply with or are exempt from Section 409A

of the Internal Revenue Code of 1986, as amended (the “Code”).  Any payments that qualify for

the “short-term deferral” exception, the “separation pay” exception or another exception under

Section 409A of the Code shall be paid pursuant to the applicable exception.  Any payments that

qualify for the “short-term deferral” exception, the “separation pay” exception or another

exception under Section 409A of the Code shall be paid pursuant to the applicable exception. 

For purposes of the limitations on nonqualified deferred compensation under Section 409A of the

Code, each payment of compensation under this Agreement shall be treated as a separate

payment of compensation for purposes of Section 409A of the Code.  If any payment provided

by this Agreement may result in the application of Section 409A of the Code, then the Employer

shall, in consultation with Employee, modify this Agreement to the extent permissible under

Section 409A of the Code in the least restrictive manner as necessary to exclude such payment

from the definition of “deferred compensation” within the meaning of such Section 409A of the

Code or in order to comply with provisions of Section 409A of the Code.  For purposes of this

Agreement, as it may be amended from time to time, references to Employee’s termination of

employment with the Employer shall mean Employee’s “separation from service” within the

meaning of Treasury Regulation § 1.409A-1(h).  All expenses or other reimbursements owed to

Employee under this Agreement shall be for expenses incurred during Employee’s lifetime or

within ten (10) years after his death, shall be payable in accordance with the Employer’s policies

in effect from time to time, but in any event, to the extent required in order to comply with

Section 409A of the Code, and shall be made on or prior to the last day of the taxable year

following the taxable year in which such expenses were incurred by Employee.  In addition, to

the extent required in order to comply with Section 409A of the Code, no such reimbursement or

expenses eligible for reimbursement in any taxable year shall in any way affect the expenses

eligible for reimbursement in any other taxable year and Employee’s right to reimbursement or

in-kind benefits shall not be subject to liquidation or exchanged for another benefit.  If the period

between the termination of Employee’s employment and the latest possible date for satisfying the

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Release Condition spans two (2) calendar years, the severance payments hereunder shall be paid

or shall commence, as the case may be, in the second calendar year.  Notwithstanding any other

provision of this Agreement, if (a) Employee is to receive payments or benefits by reason of his

separation from service (as such term is defined in Section 409A of the Code) other than as a

result of his death, and (b) Employee is a “specified employee” within the meaning of Section

409A of the Code (as determined in accordance with the methodology established by the

Employer as in effect on the date of Employee’s separation from service) for the period in which

the payment or benefit would otherwise commence, and such payment or benefit would

otherwise subject Employee to any tax, interest or penalty imposed under Section 409A of the

Code (or any regulation promulgated thereunder) if the payment or benefit would commence

within six (6) months of a termination of Employee’s employment, then such payment or benefit

will instead be paid as provided below in this Section 26.  Such payments or benefits that would

have otherwise been required to be made during such six (6)-month period will be paid to

Employee (or his estate, as the case may be) in one lump sum payment or otherwise provided to

Employee (or his estate, as the case may be) on the earlier of (A) the first business day that is six

(6) months and one day after Employee’s separation from service or (B) the fifth business day

following Employee’s death.  Thereafter, the payments and benefits will continue, if applicable,

for the relevant period set forth in this Agreement, as the case may be.

27.Section 280G of the Code.  If the Employer determines, based on the reasonable

advice of a nationally recognized certified public accounting firm selected by the Employer and

the expenses of which shall be incurred by the Employer (other than an accounting firm for the

entity seeking to effectuate an applicable change in control), that the aggregate amount of the

payments, distributions, benefits and entitlements, whether pursuant to this Agreement or

otherwise, by any member of the Company Group (or any person or entity effecting the

applicable change in control) to or for the benefit of Employee that constitute “parachute

payments” within the meaning of Section 280G of the Code (the “Parachute Payments”) would,

but for this Section 26, exceed the greatest amount of Parachute Payments that could be paid to

Employee without giving rise to any liability for any excise tax imposed by Section 4999 of the

Code (or any successor provision thereto) or any similar State or local tax (as applicable, the

“Excise Tax”) or constituting “excess parachute payments” that are not deductible by the

Employer or other applicable payor, then the aggregate amount of the Parachute Payments

payable to Employee shall be modified, including by reduction or elimination, to the extent

necessary to equal the amount that produces the greatest after-tax benefit to Employee, taking

into account any Excise Tax.

28.Legal Fees.  The Employer shall reimburse Employee for reasonable legal fees

and related expenses incurred by Employee in connection with the negotiation and execution of

this Agreement and his offer of employment, together with any related equity agreements or

other related agreements between the Employer and Employee up to a maximum of $10,000. 

Such reimbursement will be paid to Employee on the first regular payroll date of the Employer

following the beginning of the Term and submission of documentation for the fees incurred.

29.Counterparts.  This Agreement may be executed in any number of counterparts,

each of which shall be an original and all of which, when taken together, will constitute one and

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4889-5973-8050v.8

the same instrument.  Delivery of an executed counterpart of a signature page of this Agreement

by facsimile transmission or electronic means (including by “pdf”) shall be effective as delivery

of a manually executed counterpart of this Agreement.

[SIGNATURE PAGE IMMEDIATELY FOLLOWS]

[Signature Page to Amended and Restated Employment Agreement]

4889-5973-8050v.8

IN WITNESS WHEREOF, the undersigned have executed this Agreement effective as of the

Effective Date.

	THE EMPLOYER:
	AHS MANAGEMENT COMPANY, INC.
	By:	/s/ Stephen C. Petrovich
	Name:	Stephen C. Petrovich
	Title:	EVP, General Counsel
	Date:	1/9/2025
	EMPLOYEE:
	/s/ Martin J. Bonick
	Martin J. Bonick
	Date:	1/10/2025

4930-6561-1447v.1

Exhibit B

(Equity Schedule)

Grant	Grant Date	RSUs / PRSUs Vesting on Separation Date or to Remain Outstanding as of Separation Date*
2024 RSUs (Grant O24RSU24)	07/18/2024	32,961 RSUs (Vesting on Separation Date)
2025 RSUs (Grant O24RSU25)	04/01/2025	44,976 RSUs (Vesting on Separation Date)
2026 RSUs (Grant O24RSU26)	04/01/2026	44,872 RSUs (Vesting on Separation Date)
2024 PRSUs (Grant O24PRSU24)	07/18/2024	149,163 PRSUs (Vesting on Separation Date)
2025 PRSUs (Grant O24PRSU25)	04/01/2025	63,109 PRSUs (Vesting on Separation Date)
2026 PRSUs (Grant O24PRSU26)	04/01/2026	14,350 target PRSUs** (Remain Outstanding on Separation Date)

*Any remaining RSUs, PRSUs or target PRSUs, and any grants of RSAs, as applicable, that are not

reflected in this column are forfeited as of the Separation Date.

**Remains subject to 2026 performance attainment.