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NORTH BROWARD HOS PIT AL DISTRICT

RE: HUMAN RESOURCE COMM ITTEE MEETING

DATE OF MEETING: WEDNESDAY, SEPTEMBER 12, 2018 / TIM E: 12:00 P.M.

CALL TO ORDER:

ROLL CALL:

PUBLIC COMMENTS:

APPROVAL OF MINUTES:

1. Approval of Human Resource Committee meeting minutes, dated Ju ly 18, 2018

TOPIC OF DISCUSSION:

2. Board resources

a) budget

b) staffing

c) addit iona l resources

3. Review Board Report new contract temp late

4. Contract processes

5. PL policy for Boa rd Reports

6. Interim Human Resource Leadersh ip

7. Act ion plan for sea rch of Sr. VP of Human Resource

8. Aud it/ Human Resource staffing

9. Review of the last CEO met rics workshop. Act ion plan going forward

MEETING ADJOURNMENT:

•subject to change

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NORTH BROWARD HOSPITAL DISTRICT

RE: HUMAN RESOURCE COMMITTEE MEETING

DATE: JULY 25, 2018 TIM E: 5:00 p.m.

MEETING CALLED TO ORDE R: 5:01 p.m.

M EETING ADJOURNED: 7:55 p.m.

RO LL CALL: Commissioner Wellins/Chairma n, Com missioner Berry/Member

NOT PRESENT: Comm issioner Ure/Member

PRESENT: Andrew Klein/Comm issioner, Beverly Capasso/CEO, Gino Sa ntorio/COO, Alan

Goldsmith/CFO, Lynn Barrett/General Counsel , Nick Hartfield/CCO, Nigel Crooks/CIA

THE PLEDGE OF ALLEGIANCE:

PUBLIC COMMENTS: None

APPROVAL OF MINUTES:

1. Approval of Human Resource M inutes for M ay 30, 2018

Comm issioner Well ins requested a transcript be provided of the May 30, 2018 Human Resource

meeting before approving minutes for said date . He would like to see the May 30t h minutes with

more substance as he preferred the f irst less abbreviated draft provided by Ms. Alfaro weeks

prior. Commissioner Well ins felt the first copy reflected Board de li berations much clearer.

Ms. Capasso repo rted that she met with the Ms. Alfaro, to discuss the style and length of minutes

produced. She confirmed mod ificat ions were made. Ms. Capasso also ensured she would have a

transcription produced at Comm issioner Well ins' request.

Commissioner Kle in stated for the record that although he is not a member of the Human Resou rce Committee, he would like to ensure the meeting was properly noticed since this meeting was called rather late.

Ms. Alfaro provided Commissioner Kle in proof that the Sunsentinel publ icat ion went live July 19th

, 2018, ensuring the not ice satisfied the seven day legal ob ligation.

Commissioner We ll ins announced the second item on the Agenda wou ld be present ed fi rst, as Ms. Jenn ifer Cohen, AVP Tot al Rewards, was calling in remot ely to present t he RFP results and Proposed Benefits report.

TOPIC OF DISCUSSION:

1. RFP resu lts and Proposed Benefits Jennifer S. Cohen/ Alan Goldsmith

Ms. Cohen repo rted that employee benefit changes are genera lly made on the ca lendar year,

however, a sign ificant portion of emp loyee benefit s had not been taken to publ ic bid for an

extended period oft im e. The Board's attention was brought to a chart list ing two bids, sta rting

HR 1

NORTH BROWARD HOSPITAL DISTRICT

with the medical plan. A second bid listed coverage that included life, disability, dental and

vision. Results of the negotiations showed a savings of $6.4 million dollars projected for 2019,

in which almost all of the savings were accompanied by benefit enhancements.

The medical plan is currently a self-funded arrangement, in which Broward Health pays a fee to

an administrator who performs the administrative function of the plan and then pays the cost

of the claims as they are incurred by Broward Health employees and fam ily members. There are

currently two administrators, Best Choice (in-house to Broward Health) and Aetna. The goal of

the bid released, was for only one administrator to consolidate the plan . During the review and

scoring process, Aetna scored the highest and was recommended for implementation as the

sole administrator. The arrangement would be a one year agreement. Aetna agreed to mirror

the current medical plan's design and the copays and providers would remain the same.

Switch ing from a dual arrangement to a sole arrangement would result in a savings of $3.3

million dollars. Employees would continue to have three plan designs to choose from, the only

change is the administrators would go from two to one. Employee premiums are set by Broward

Health and will be determined in the next few months. Prescription drugs were not part of this

bid as that contract was renegotiated back in February 2018 at a savings of $8 million dollars.

Discussion ensued between the Board and Ms. Cohen related to cost savings projected per yea r.

Commissioner Wellins mentioned contractual obligations with outside entities who have signed

up employees, but may not be ready to move from Best Choice this quickly. Commissioner

Well ins inquired if the Board should consider disbanding Best Choice.

Ms. Barrett stated she would have to consider it from a policy perspective, as there may be

ongoing governmental reviews.

Mr. Goldsmith opined that regardless of moving employees to Aetna, the (TCA) Total Claims

Administration non-employee portion would not be taken away. It is not being disbanded and

providers are not being noticed of any changes.

Ms. Barrett confi rm ed that if what Mr. Goldsmith stated were true, and no one were receiving

a letter of termination, then it would not affect the investigation.

Commissioner Wellins asked Mr. Goldsmith if he planned on eventually shutting TCA down .

Mr. Goldsmith explained that if the employees were in fact moved to Aetna and strategies

initiated for outpat ient PPUCs as a result of inpatient PPUCs discontinuing, the,re would be no

need for TCA. (CCP} Community Care Plan may be a second provider option in the next two

years as administration fees would not be incurred.

Ms. Cohen clarified that part of the savings provided by Aetna was offered due to being the sole

provider. If a port ion of the population were shared with another administrator, the

administrative costs would increase although the network discounts would not.

HR 2


Chairman Klein inquired about a statement on page 6 of the RFP and Results, "A formal

competitive bid was not required due to current spend amount, and both piggyback bid

materia ls and competing quotes were obtained." He further inqu ired if items presented to the

Board, were reviewed by the Compliance and Legal departments pr ior.

Mr. Goldsmith clarified that the process would be to first put the items through the PSE

Committee, which Mr. Goldsmith personal ly chairs before contract ing processes take place.

Once the procurement code is followed, the process filters through many channels, such as

Operations, Finance, Compl iance, Legal, as well as the Compliance 360 process.

Ms. Barrett further clarified that the Legal department does not normally know what RFPs are

being COl")Sidered until the cone of silence comes down and an email is received announcing,

"You're in the cone".

Commissioner Wellins asked that the updated procurement policy be brought to the Board prior

to execution to ensure vendor services are aggregated and not split up into separate contracts,

avoiding an RFP.

Ms. Barrett clar ified that the Board as a whole has jurisdiction over the procurement code if it

were revised.

Chairman Klein requested a copy of the procurement code be provided to the Board Members.

2. Market Assessment & Adjustment -Phase II Gino Santorio

Mr. Santorio gave an update re lated to the rate adjustments for nursing and non-nursing staff. The Human Resou rce department performed a thorough analysis of market rates across the different faci lit ies and it was recommended an adjustment be made affecting 1300 non-nursing employees equal ing to approximately $2.2 million dollars. This increase ranges between fifty cents (.50) to five ($5) dollars per person. Mr. Santorio informed the Committee that the 2018-2019 fiscal year budget wi ll reflect this adjustment.

Mr. Goldsmith confirmed he would bring the proposal to the budget workshop in August, requesting the Board retroactively approve the adjustment as of Ju ly 1st, 2018. Noth ing has been paid out as of now.

Mr. Santorio reported t he proposa l was announced at a staff town hall meeting prior to adjustment approval, however the information has been retracted.

Commissioner Berry asked if there were any current restrictions capping Sen ior Management from moving budgeted line items without authorization. Mr. Goldsmith confirmed there are not.

Commissioner Berry and Chairman Klein agreed a policy modification should be made so that some kind of threshold exist within the procurement code.

3. PTO - Pa id Time Off Ray Berry/ Alan Goldsmith

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Commissioner Berry briefly explained that the Paid-Time-Off (PTO) subject randomly came to his attention when attempting to locate Mr. Nyamora who at the time was on vacation . This occurred shortly after having already taken time off. Being that Mr. Nyamora commenced his

tenure only 7 months prior, Commissioner Berry delved deeper. Commissioner Berry was informed the Executive Team, being Tier-One and Tier-Two, has unlim ited PTO with minimal

checks and balance. In inquiring status of the accrua ls employees accumulated before the policy change, he was informed the accruals were paid out at approximately $5 mill ion dollars. This decision did not come to the Board for approval.

Commissioner Berry opined shareholders, being the publ ic, would have a problem with this as although Broward Health is not cash poor, it is operating poor. The Broward Health Hospital District is losing $140 million dollars a year before taxes. Commissioner Berry does not believe this is good pol icy and further has a problem with having four direct reports receiving unlim ited PTO. The po licy change fundamentally changed the direct reports' compensation plan without

the Board's knowledge although the Board is responsible for them.

Mr. Goldsmith projected a $600-$700k savings a year to the bottom line by changing the policy. From a compliance perspective, the only thing that has changed is that the PL t ime is carried over and unlim ited . The expectation is Tier-One and Tier-Two staff are on call 24/7 and are attached to their mobile phones. Although he does not have documentation as proof, case studies show that staff do not generally report PL time as they consider answering phone calls and emails justified they were not in fact taking time off.

Mr. Goldsmith reported that he asked General Counsel if Senior Management needed to bring the policy change to the Board and he was advised that the change was operational and did not need Board approval.

Ms. Barrett clarified that the Board not knowing the policy change was not a legal issue, as there was no requirement for Board approval. It is in the discretion of sen ior staff to report what they bel ieve is significant. There are two reasons that items come to the Board, policy and budgeting. From a policy standpoint the change does appear to be operational. Ms. Barrett reported that she was told by Mr. Goldsmith that the payout money was already budgeted.

Commissioner Berry indicated that the policy change was substantial and does not agree it should be considered interference to know when a significant amount of money is leaving the organization.

Commissioner Wellins opined a $5 million dollar payout from accrued liability for existing employees should have triggered a discussion with the Board, especially because it was a major change in cash posit ion as well as a major change in pol icy. It was accrued but not truly budgeted for the purpose that it was used for. When it comes to matters related to the four direct reports, chang ing their respons ibilities related to when they report to work, how many hours they' re expected to work and how much vacation they are allowed to receive, is in t he purview of the Board of Commissioners. Commissioner Wellins believes those individuals shou ld be excluded from the PTO policy as their sala ries should not be arbitrarily changed from what the Board voted

HR 4


on . He recommended the item be reviewed at a Human Resource Committee meeting and then decided by the Board.

Commissioner Klein agreed the Board needs to be informed of all activity related to Board

Reports. He understood that the operational decision was made to make the policy change, but would have preferred it be reported for informational purposes.

Commissioner Berry requested there be legislative clar ity on the non-interference clause. He believes the non-interference justification is inappropriately being used to block the Board from honoring their fiduciary responsibility to tax payers and preserving assets for the organization. He does not believe it was the intent of the Board when creating the policy to prohibit Members from ensuring management's permission is being used effectively and not being abused.

Ms. Barrett clarified that the Board does have the authority of oversight.

MEETING ADJOURNMENT: Meeting was adjourned at 7:55 p.m.

AUTHENTICATION OF MINUTES: Patricia Alfaro, Special Assistant to the Board of Commissioners.

*Audiotape ava ilable upon request.

Respectfully submitted,

Commissioner Ray T. Berry

Secretary/ Treasurer

HR 5

North Broward Hospital District Contract Process for Board Report

A. North Broward Hospital District (NBHD) Board of Commissioners appoints Special Committee to

negotiate contract for a direct Board report. The committee contains a total of 4 members (3

Commissioners & V.P. of Human Resources).

B. Special Committee Chair schedules initial meeting.

Responsibilities of the Committee:

1. Develop an action plan for contract negotiation.

2. Review current contract template as approved by Board of Commissioners .

3. Establish contract parameters for discussion purposes with the potential candidate .

4. V.P . of HR to provide individual briefing to each Commissioner within 1 week of the

meeting.

(Within 2 weeks of appointment by Board of Commissioners)

C. Board Designee and V.P. of HR schedule meeting with candidate to discuss verbal offer and gain

insight into any special request or modifications the Board or Candidate may have.

(Within 2 weeks of the initial Special Committee Meeting)

D. Special Committee holds second meeting to hear feedback and discuss any special request or

modifications that may have been raised by the NBHD or the candidate .

1. If no special request or modifications are needed, the committee will vote (yes or no) to

recommend moving forward to the formal contract phase.

2. If approved, the Special Committee will provide guidance to the V.P. of HR to formally enter

all contact terms and conditions into the approved NBHD template.

3. Once completed, the V.P. of HR will forward the proposed contract to the NBHD General

Counsel for review in-house and or with outside counsel.

4. V.P. of HR to provide individual briefing to each Commissioner within one week of meeting.

(Completion time for review process should be completed within 2 weeks of meeting. Skip to G)

/

(Step E & F to be followed only if needed)*

E. If special request or modification are needed or asked for, the Special Committee will discuss

the merits of the request or modifications and then take the following steps:

l. Vote to accept them as is,

2. Suggest and vote on alternatives or counter offer(s),

3. Vote to decline to move forward if the special request or modifications are material in

nature or significantly outside the agreed upon parameters.

If a decision is made to move forward with additional negotiations by the Special Committee, the Board

Designee and the V.P. of HR will schedule another meeting with the candidate to provide the rev ised

terms or conditions of the offe r.

4. V.P. of HR to provide individual briefing to each Commissioner w ithin 1 week of the

meeting.

(Completion time within 2 weeks of 2nd Special Committee Meeting)

F. Special Committee reconvenes for a th ird meeting (if needed) to discuss the candidate 's

response to the revised terms and conditions .

l. If the candidate has agreed to the rev ised offer, the committee will vote to recommend

moving forward to the formal contract phase.

2. If approved, the Special Committee will provide guidance to the V.P. of HR to formally

enter all contract terms ad conditions into the approved NBHD template .

3. Once completed, the V.P. of HR will forward the proposed contract to NBHD General

Counsel for review in-house and or with outside counsel.

4. V.P. of HR to provide individual briefing to each Commissioner within 1 week of

meeting.

(Completion time for review process should be completed within 2 weeks of meeting)

G. Upon formal legal review and approval, the final contract is forwarded to the candidate for

review and consideration and provided to all Commissioners.

(Completion time for review process should be limited to 20 days)

H. Upon acceptance by candidate, the V.P. of HR wi ll notify the Cha ir of HR and Chair of the

Board of Commissioners to schedu le ratification at the next Board Meeting.

(Completion time within 30 days but not less than 14 days)

~ DRAFT

FOR DISCUSSION PURPOSES ONLY

EMPLOYMENT AGREEMENT

This EMPLOYMENT AGREEMENT ("Agreement") is entered into as of [ ] , 201 [ ] ("Effective Date") by and between North Broward Hospital District d/b/a

Broward Health ("Broward Health"), and [ _ ] ("Employee").

WHEREAS, Broward Health desires to employ Employee and to enter into an agreement embodying the terms of such employment; and

WHEREAS, Employee desires to accept such employme,-' into such an agreement.

1. Employment.

( a) Title, Position. Broward Health agrees t0 ~ employ Employe e,,,as [Ti tle] of Broward Health, and Employee agrees to accept suc~ ipl,~~t:> and serve i1' such position, subject to the terms and conditions of this Agreement.

(b) Term; At-Will. The,_p.~n o~ uring which 'Empl& ;e shall serve as [Title] of Broward Health shall commence on th\ Effecti\7€ Date and\,urµess earlier terminated in accordance with Section 3 hereof, shall ex,e ire ~ tl;•~~[ fir~t/second/third] anniversary of the Effective Date (the "Initial Term"). The per~ d duri~ w~ c~ mployee shall serve as [Title] shall thereafter extendL~ihonal successrve one-yeav periods (each such period being referred to as a "Suc.5-essive Term"} (the Initia_L!~ and Successive Term collectively shall be referred to as the "J,'erm "), unles~ at least [ thi1iy/sixty:fninety] calendar days prior to the end of the Initial Term or [thi11y/sixty/ninet~~ dar dJ;is'prior to the end of a Successive Term, the party that does_not havet h\ desire----to~ w-tlrtf' Agreement delivers written notice that this Agreemen~ l-n~ extended for a Succes·si-/e Term, at which point Employee ' s employment pursuant-'fu this Agree~~ihall'exp~e the ~nd of the then current !11itial Term or Successive Term/R~ ardless of anY"~tfier pn.;t11on m this Agreement, the parties agree that Employee' s empQ~'\.is "at will ," which is e~ mpt from accruing or receiving any property rights other than as set~1t~ in this Akfeement, and which means that either party may terminate the employment relati'0nship at ah:y time without Cause on [thirty/sixty/ninety] days ' notice. Further, Employee unde~ tari'ds and a' rees that Employee waives any rights Employee may have pursuant to Florida Statute}\~'-af y other . applica?le local, . state,. and fede:al _law now in effect or subsequently adopted f1yany prescnbed notice or heanng pnor to termmat10n.

(c) Duties and Responsibilities. During the Term, Employee shall have such authority and responsibility and perform such duties customary to Employee' s office and as are necessary to the business and operations of Broward Health. Broward Health reserves, in its sole discretion, to add, modify, delete, or otherwise change Employee ' s duties, responsibilities, authority, reporting structure, and work location. During the Tenn, Employee shall perform Employee ' s duties honestly, diligently, competently, in good faith, in the best interests of Broward Health, and shall use Employee ' s best efforts to promote the interests of Broward Health. Employee acknowledges and agrees that Employee owes a fiduciary duty of loyalty,

DRAFT FOR DISCUSSION PURPOSES ONLY

fidelity, and allegiance to act in the best interests of Broward Health and to do no act that would injure the business, interests, or reputation of Broward Health. Broward Health and Employee understand and agree that Employee shall be permitted to serve on industry, trade, civic, or charitable boards or committees provided that (i) such activities do not conflict with the goals and objectives of Broward Health, (ii) such activities do not interfere with the performance of the Employee ' s duties and responsibilities to Broward Health, and (iii) Employee is devoting substantially all of Employee' s business time to Employee ' s duties and obligations under this Agreement. Further, Employee shall be permitted to make personal appearances, attend seminars, and/or lecture on matters relevant to Broward Health so long as such appearances promote and market the healthcare services provided by Broward Hdith. Employee understands that such appearances shall not count toward Employee's annual le!ve or vacation time otherwise set forth in this Agreement or available under any Broward Hearfh policy.

(d) Employee understands that Browa~ ealth' s Bylaws and A11icles (including articles addressing noninterference) are i!,):~rporated into this Agreement and shall constitute a material provision of this Agreement.

2. Compensation.

(a) Base Salary. In consideration for E~ oyee' s services hereunder and the other obligations contained herein, Emp~ ee shall be paid an annual base salary of $ [

], subject to any ~ ithh'oh:1-iJ!gs required~ y,, law (the "Base Salary"), payable in accordance with Broward Healtl/ ~ u-sto'ma1:y,,,_Payroly practices. Employee may be entitled to such increases in Employee' s Ba~ Salaref, if-~ and.-at any time during the Tem1, as may be d_etermined from_J i~~to~ me ~y the B..p_ard 0~ Dire~ r( ( or a duly appointed comm~ttee or authonzed representatwe tl:re~ of) at its sole discretion. Employee understands any evaluat10ns of performance are rr6t necessari1,y related to co)npensation increases and positive performance

1 . d ;-...._ . ' . \ - ~ . eva uat10ns o not guaraQ_tee_mcreps~s m compensaJ1grr or promot10ns.

Jncenfiv.e ~ Compensation:--Employee shall be eligible to receive financial performance-l5asea----compensatio'. (sometimesreferred to as incentive compensation) in addition to Em:p'l~yee ' s Base s'afary -in acc~ 'a]J£.e with the terms and conditions of that compensation planlEnzyloyee shall no0 be e;ligibl~y o receive any such incentive compensation to the extent Employe~ s not employed \~y Broward Health at the time the incentive compensation is paid and/or if Employee ' s emploYJnent is terminated as provided under Section 3(a), (c), or (d).

'- ) (~ Benefits. During the Term, Employee shall be entitled to participate in any

insurance programs, h~nis plans, pension plans, and other fringe benefit plans and programs as are from time-to-time l stablished and maintained for the benefit of Broward Health ' s employees of comparable rank and status as Employee, subject to the provisions of such plans and programs.

( d) Paid Time Off. During the Tenn, Employee will be entitled to paid vacation days, sick days, holidays, and leave during each year of the Term in accordance with the policies of Broward Health in effect for its employees from time-to-time.

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(e) Expenses. In accordance with and as allowed by Florida law, Employee shall be reimbursed for out-of-pocket expenses reasonably incurred by Employee on behalf of or in connection with the business of Broward Health. This may include professional dues and subscriptions for Employee' s participation in national, regional, state, and local associations and organizations and travel and per diem of Employee while on Broward Health business, while attending functions as the representative of or on behalf of Broward Health, or while attending sh01i courses, institutes, and seminars. Any request for reimbursement shall be subject to the review and approval of Employee ' s supervisor (which review and approval must be obtained before incurring any liability or expense) and shall be subject to thy standards and guidelines followed from time-to-time by Broward Health.

3. Termination.

(a) With Cause. Employee' s employ ment, with Broward Health may be immediately terminated by Broward Health "with~ a. l<e"up<ln written n~ fication to Employee upon the occurrence of any of the following events: i) Emplo~ee breach of ~ ,y pr'9vision of this Agreement, or otherwise fails to perform any Pi :v~ ion of thi'~ t greement, ani'hf ucn' breach or failure continues uncured for a period of thirty days att,e~ rittl n ~ tice to Empk>yee specifying the nature of the alleged breach or failure thereof; (ii) ~ p-foyee engages in any act of theft, fraud , embezzlement, misappropriatio~ breach of fiduciar..y d~ y, or other act of dishonesty; (iii) Employee is convicted of, or pleads, guilt-y~ r no contest to'\ (x) any felony crime or (y) any misdemeanor involving a crime of moral'turpitude-.(other than ~ sde~ eanor traffic violations) ; (iv) Employee' s reporting to work und~\ th~ i1 uence of ille{al drugs or unauthorized prescription drugs, Employee' s use of (or trs~ino/positi~ for) 1negal drugs or unautho_rized prescription drugs while at---work or scheduled\ 'ofoe at wor1 or Employee ' s possession, sale, or distribution of illegal drt{gsoru-n.f h horized prescription drugs (whether or not at the workplace) ; (v) violation of a~ Broward Health sy~ ems, policies, processes, or procedures; (vi) insubordinatiororf aiU!r{ or f ~ :o perfordi ~ duties and responsibilities required to be p~rformed b?_ ~ yee un~er1o..1e.€"':t~~f,.th1Vgreement; (vii) threatene? o~ actual physical v10lence; ~ ; 11~ p€rformance¾._(1x) falsi-:ficJ:Ltl'on of any reports, commumcations, or records; (x) failure to cooperate wi!h any internal or any investigation conducted by any independent revie)Y/ organization ~ other extemal~ nvestigation, including being found by any such inve's'tig at.(in to have violated or f.?'iiled to comply with any systems, policies, processes, or procedure5'(xi) poor atte~dance; (xii) harassment, discriminatory, or retaliatory conduct; (xiii) intentional'or negligent 1conduct that may risk or causes injury to oneself, another person, or Broward Healill, prot erty; Jr (xiv) Employee' s inability to perform Employee ' s duties and responsibilities as ) ~ vi,jp l herein due to Employee' s death or disability (as defined in Section 3). If Employee resigns or otherwise tenninates Employee's employment with Broward Health, or the Agreement e~~ires or is not renewed, or Broward Health shall merge with another healthcare system or cease operations, Employee shall be deemed for purposes of this Agreement to have been terminated with Cause, and Broward Health shall have no further obligations hereunder from and after the date of such termination.

(b) Without Cause. Broward Health may terminate Employee ' s employment hereunder at any time "without Cause" by giving written notice to Employee at least [thirty/sixty/ninety] days prior to the proposed date of termination.

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(c) Voluntary Termination of Employment by Employee. Employee may voluntarily terminate Employee ' s employment with Broward Health hereunder at any time by giving written notice to Broward Health at least [thirty/sixty/ninety] days prior to the proposed date of termination ("Proposed Date of Termination"). Upon receipt of such notice, Broward Health may, at its sole discretion, advance (accelerate) the effective date of such termination of employment to any earlier date ("Actual Date of Termination") in which case Broward Health shall pay Employee the balance of Employee ' s Base Salary, incentive compensation (if pe1mitted under the terms of the applicable plan) , benefits, paid time off (if pennitted under the terms of the applicable plan), and expenses (submitted in accordance with Broward Health' s policies) for the period commencing on the Actual Date of ~ rmirrati01J and ending on the Proposed Date of Termination. Such payment shall be paid in [t\_Yo/fo11r/six] equal installments in accordance with Broward Health' s normal payroll practices and p'i-oc&lure following the Actual Date of Termination. Payment will be made net of all apphcable payr3 1l withholding taxes .

( d) Death or Disability. The employme nt relationsh1:1\: between Broward Health and Employee shall automatically terminatt upon the death or disa13ihty of Employee. Broward Health, by written notice to Employee, <s~al!., fi:ave the ) ght to terminat~ this j.greement, and Employee' s employment hereunder, if Employee 'shall, as av esult of m~lal or physical incapacity or illness fails to perfom1 Employee ' s duties and responsibilities provided for herein for a consecutive period of more than [ ] days in any twelve-month period. Upon tennination and pursuant to this paragr"'a.~h, for death or disabili~, Employee or the personal representative or guardian ad litem of Emp~ e~ est~ e, as th. e case u{ay be, shall be entitled to receive any unpaid Base Salary, incentive ~ ompensation (if permitted under the tem1s of the applicable plan) '. ben~fits, p~ time o_ff (if pe1{11it;tj~u'iio_~r~ he_ t~n~1s of the applicableylan), and expenses (submitted m ace'oraance with Broward flealth 's pohc1es) through the effective date of

~ - '- .. termination.

(e) T Effect of Termination of Employment: Severance Pay. Upon termination of Employee' s employmctit, wi tl1,.;ar~ nl-H_glt~ for any reason during the Term hereof, in addition to an~ ayment~~p~s~--g~ el'rient, Employee shall be entitled to receive any accrued h'1 unpaid'~ e Salary, incentive compensation (if permitted under the tem1s of the applica{ie plan), benefits'fai_d time~.ff,_ ~:f1permitted under the tem1s of the applicable plan), and expeS s~ (submitted in accordanc~; wi'th Broward Health' s policies) payable to Employee through tli~ate of tenninafion of Employee's employment with Broward Health in accordance with Browara~ ealth ' s norrtlah payroll practices and procedures. In addition, in the event of a termination of ~ ployee's} employment "without Cause" pursuant to Section 3(b) pereof, Employee shall be e1ititlE,d-<to receive as severance pay an amount equal to [ ] months of Employee''s Base Salary as determined as of the date of termination of employment ("Severance Pay"). Int6rder for Employee to receive Severance Pay, Employee must sign and not revoke a severance agreement containing a general release and waiver of all claims in favor of Broward Health as well as other tenns and conditions (the "Release"). Broward Health will provide Employee with a copy of the Release when Employee ' s employment te1minates. To the extent Employee signs and does not revoke the Release, the Severance Pay shall be paid in [

] equal installments in accordance with Broward Health' s normal payroll practices and procedure fo llowing the expiration of any revocation period contained in the Release. The Severance Pay will be made net of all applicable payroll withholding taxes.

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4. Confidentiality. Employee acknowledges that as a result of Employee's employment with Broward Health, Employee has had or may have access to confidential, proprietary, trade secret, and/or non-public information concerning the business or affairs of Broward Health or its subsidiaiies and affiliates, including but not limited to information concerning patients, suppliers, licensees, licensors, distributors, vendors, contracts, or arrangements with patients, suppliers, licensees, licensors, distributors, vendors (including special terms and deals), employees, marketing plans, business plans, operations, pricing, promotions, and business practices and strategies and methods ( collectively "Confidential Information"). Accordingly, both during and after employment with Brn~ ard Health (regardless how it ends), Employee (i) shall use the Confidential Infonnat~ ~ otel~ in connection with Employee ' s employment with Broward Health and for no other y urpose, (ii) take all precautions necessary to ensure that the Confidential Information shall n9:t-'be, ~ bL:_ permitted to be, shown, copied, or disclosed to third parties, other than as intended with'i'~~ e scope of Employee' s employment or as otherwise approved by Broward ire"alt~ i.n writing, and (iii) observe all policies implemented by Broward Health from tim~1 o~ with respec1"_to the Confidential Information that are not in conflict with this Agree~ nt. In th\ event that Emplo~ ee ~ ordered to disclose any Confidential Information, whether£ri"'-a legal or negulatory proceeding, Employee shall provide Broward Health with notice of such riq-~ st,J 4 poena, or order s:l that Broward Health may seek to prevent disclosure if necessary.

5.

6..,

. (a)\.... Ownei~s~ip of D~velopm_ents. Al_l copyrights, patents, . trade ~ecret~, or other mtellectua~ pFoperty rights . associated with any ideas, concepts, tech~1ques, mvent10ns, processes, or works of a1:1fuorsh1p developed or created by Employee dunng the course of performing work fo~ iy/ard Health or its patients, suppliers, licensees, licensors, distributors, vendors (collectively,] He "Work Product") shall belong exclusively to Broward Health and shall, to the extent possible, be considered a work made by Employee for hire for Broward Health within the meaning of Title 17 of the United States Code. To the extent the Work Product may not be considered work made by Employee for hire for Broward Health, Employee agrees to assign, and automatically assign at the time of creation of the Work Product, without any requirement of further consideration, all right, title, or interest Employee may have in such Work Product. Upon the request of Broward Health, Employee shall take such further actions, including execution and delivery of instruments of conveyance, as may be appropriate to give full and proper effect to such assignment.

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(b) Books and Records. All Cofidential Information, books, records, reports, wntings, notes, notebooks, computer programs, sketches, drawings, blueprints, prototypes, formulas, photographs, negatives, models, equipment, reproductions, proposals, flow sheets, supply contracts, patient lists, and other documents and/or things relating in any manner to the business of Broward Health and its subsidiaries and affiliaties (including but not limited to any of the same embodying or relating to any Confidential Info1mation), whether prepared by Employee or otherwise coming into Employee' s possession, shall be the exclusive property of Broward Health and shall not be copied, duplicated, replicated, transformed, modified, or removed from the premises of Broward Health except pursuant t~ the business of Broward Health and its subsidiaiies and affiliaties and shall be returned immediately to Broward Health on termination of Employee's employment hereunder or on B:i:o"Jard Health' s request at any

~- 'lo.. time.

7. Non-Disparagement. Employee agrees that . Erqployee , ~ ill not disparage the products, services, employees, officers, and directop.,{,fffi0ward Healtfi, 'Disparage" means rem_arks, comments, ~r - ~tat~ments th~t i~pugn/ the charac;,,ter, hon~sty, i~ grit~ morality, busmess acumen, or abilities m connect10n with ~n~ sp~ct of tqe operat10n of the(busmess of the individual or entity being disparaged.

8. Notices. All notices, demands, and other communications to be given or delivered ,. under or by r~ason ?f the provisions of tl\,\~ f g1;.eement __ shall b~ ""w1iting ~nd shall be deemed to have been given (1) when personally deh~1er~ ..._or (11) one day~ ftel?bemg sent by reputable overnight express courier (charges prepaid), or (fri1)five ... qays following mailing by certified or registered mail, postage prepaid. Unless 'another add~ s- i-5-4' fpecified in writing, notices, demands, and other comyrnnicat(ons to be th\ ,.,(arties shal1 be sent to the addresses indicated below:

Notices to Employee:

North Broward Health District At_,tn: £Fesident/CEO 1800 NW 49th Street Fort'Lauderdale, FL 33309

Copy to: North Broward Hospital District Attn: General Counsel 1800 NW 49th Street Fort Lauderdale, FL 33309

9. Independent Obligations: Severability: Survival. Each of the provisions herein is considered independent of any other provision in this Agreement or any other agreement executed by Employee. Fu11her, Employee's obligations hereunder are independent of any Broward Health obligation. The existence of any claim or cause of action by Employee against Broward Health shall not constitute a defense to the enforcement by Broward Health of the covenants herein. If any one or more of the provisions contained in this Agreement are, for any

6


reason, held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability will not affect the other provisions of this Agreement as the parties agree that the legal authority shall revise the provisions contained herein to cover the maximum scope permitted by law. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal, or unenforceable in any jurisdiction (and it is not capable of modification as described above) , it shall be severed and such invalidity, illegality, or unenforceability shall not affect the enforceability of the provision in any other jurisdiction, nor shall it affect the enforceability of any other provision of this Agreement.

10. Entire Agreement. This Agreement contains the' entire understanding of the parties in respect of its subject matter and supersedes all prio/ a'gl;~ments and understandings ( oral or written) between the parties with respect to such subj~ t mariei:,__ including but not limited to all prior arrangements respecting Employee' s employment,., % ether w~en or verbal. None of the parties have made any oral representations in con11~10~ ith this Agreement.

11. Amendment; Waiver. This Agf~ent mar ~ ot be mod1'f\ed-;-- amended, supplemented, canceled, or discharged, except by writ~~ instrume~t executed b~• all parties. No failure to exercise, and no delay in exercising, any ri'ght, power, or p1ivilege under this Agreement shall operate as a waiver, nor"shall any single ~ r".P'an:ial exercise of any right, power, or privilege hereunder preclude the exer~ise b~ other righ~ ~ er, or p1ivilege. No waiver of any breach of any provision shall be defuired~ o ee,_, a waiver o~ arr~ preceding or succeeding breach of the same or any other provision~ or shal~arty waiver ~ [mplied from any course of dealing between the parties. No extension ~ tim~ or'perfohnance of any obligations or other acts hereunder or under z yoth'er agreement sha:lYbe dee~ d to be an extension of the time for performance of any other'ob11gatidns or any ot he r acts. Th'e rights and remedies of the parties under this Agreement'aiejn addition to all othe1~ ghts and remedies, at law or equity, that they

~ ' ' ,, ,. . . may have against each other

12.

13" Governing Law, Arbitration. This Agreement shall be governed by and construed and enforced in· accordance tvith the laws of the State of Fl01ida, without regard to conflicts of law or principres thereof. Tlfo/parties agree to settle by final and binding arbitration before the American Arbitr~ ion "'-Association any and all claims and controversies arising out of or relating to Employee ' s emplb~fu by Broward Health, including, but not limited to: (i) any claim involving conduct all~{a to be in violation of local, state, or federal statutory or common law; (ii) any contract or tort theories; and (iii) any claim arising out of or relating to the recruiting, hiring, employment with, and ending of Employee' s employment with Broward Health, including but not limited to any pre-existing disputes, acts or omissions, known or unknown ( collectively "Arbitrable Claims"). All disputes concerning the validity, interpretation, and application of this Agreement, including all disputes whether a claim is subject to arbitration, shall be decided by the arbitrator. This Agreement does not apply to or cover the following claims: (i) claims for workers ' compensation benefits, except any claim for retaliation in violation of a workers ' compensation law is deemed an Arbitral Claim; (ii) claims for

7


unemployment compensation benefits; and (iii) claims based upon a pension or benefit plan that contain an arbitration or other dispute resolution procedure, in which case the provisions of such plan shall apply. Employee is not waiving the right to file or institute a complaint or charge with any government agency authorized to investigate or resolve employment-related matters (e.g. , a charge of discrimination) , or any other comparable local, state, or federal agency. The arbitration shall take place in Broward County, Florida, in the English language. Nothing herein shall prohibit a party from obtaining temporary injunctive relief or other provisional judicial relief from the arbitrator or any court of competent jurisdiction if necessary to avoid a breach of the ~o_nfid~ntialit~ provisions detailed in para~ap_h ~ ~bove. If ~ part~ hould obtain temp?r~ry mJunctive relief from a court of competent Junsd1ct10n to avoid ~ brea-cfi\.of the confidentiality provisions detailed in paragraph 4 above, the arbitrator ma~ atlr vacate, modify, or make permanent such relief. Except as otherwise provided in this J gree ment, or as agreed in writing by the parties, the existence or potential existence of an ar?itt~ ion, tli'e'{?ni ent of the arbitration, the results of the arbitration, and all information discl<:.}etl dunn,g the arbitration process will be kept confidential to the maximum extent permitted by;la~

14. Attorneys' Fees and Costs. If eithef-party breache s this Agreement--; or a ny dispute arises out of or relating to this Agreement, then the ) r~ ailinl pa~ y shall be entj'.tfed to recover Employee's/its reasonable atto~e~s ' fees and costs, whet~ r<fncurred before suit, during suit, or at the appellate level. The prevailmg party also shall be entitled to recover reasonable attorneys ' fees and costs incurred in litigating the\ ntitlement to atto~ s' ,,fees and costs, as well as in determining or quantifying the amount of\r~ oY~ ble attorneys'¼~nd costs. The reasonable costs to which the prevailing party is entid:e~ all include cosi s that are taxable under any applicable statute, rule, or guideline, as weI1\'1s no;.tix·abi€'-custs, including but not limited to costs of investigation, ~ pyirig'c~~ s, electroni{ 1-iscovery')osfs, mailing and delivery charges, information technology .sup~ , cn:arges, consultant and er pert witness fees , travel expenses, court reporter fees, 2 6'<l_mediator f~es, regardless ~! .whether such costs are otherwise taxable.

15.

17. Gonsultation with Counsel: Voluntary Agreement. The parties acknowledge that they have had theb 12portuni£y' to freely consult with attorneys of their own choosing and are fully aware of their right~¥onsibilities, and the consequences of the execution of this Agreement prior to signing. Empi}{ ee represents and agrees that this Agreement was reached through armslength negotiation in which Employee had the opportunity to be represented by counsel. This Agreement was reached knowingly and voluntarily and that there was no undue influence, overreaching, collusion, or intimidation.

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18. Counterparts. This Agreement may be signed in any number of counterparts, each of which shall be an original but all of which together shall constitute one and the same instrument.

IN WITNESS WHEREOF, Employee and Broward Health have caused this Agreement to be executed as of the Effective Date.

EMPLOYEE: BROW ARD HEAL TH:

By: ~

Print Name: Print -------------

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