DRAFT DOCUMENT FOR INFORMATION ONLY THIS DOCUMENT DOES NOT CONSTITUTE AN OFFER

PHYSICIAN SERVICES AGREEMENT THIS AGREEMENT, is effective as of the __ day of July, 2011, by and between Baptist Memorial Medical Group, Inc., a Tennessee not-for-profit corporation hereafter called BMMG, and Donny R. Stokes, M.D., hereafter called Physician. WHEREAS, BMMG provides health care in Lowndes County, Mississippi on a not-for-profit basis consistent with Section 501(c)(3) of the Internal Revenue Code of 1986, and recognizes that needed physicians must be attracted to and retained in the community to provide health care services in and through affiliated hospitals, facilities, and clinics; WHEREAS, Physician is licensed to practice medicine in the State of Mississippi, specializes in Cardiology and is qualified to perform the services required by this Agreement; WHEREAS, BMMG has determined that its employment of Physician will contribute to the quality of health care within BMMGs service area and thereby promote its charitable purpose; THEREFORE, in consideration of the mutual promises hereafter contained, it is agreed: 1. EMPLOYMENT. BMMG hereby employs Physician to provide medical services at locations designated by BMMG and Physician accepts such employment subject to the terms and conditions set forth in this Agreement. 2. TERM AND TERMINATION. 2.1. The term of this Agreement is two (2) years, commencing on August 1, 2011, and, unless either party provides written notice of nonrenewal at least ninety (90) days prior to the expiration of the then-current term, shall automatically renew thereafter for successive one (1) year renewal terms up to, but not to exceed, a maximum of two (2) additional terms, subject to the following termination provisions: 2.1.1. Either party may terminate this Agreement for cause at any time without liability. For purposes of this Agreement, for cause shall include, but not necessarily be limited to, the following: 2.1.1.1. Any change in law or regulation or new legislation or regulations which has a material adverse effect on this Agreement, or which materially and adversely affects reimbursement under any third party payor reimbursement system; or Any breach of the representations, warranties, or Agreements made herein which breach is not cured within twenty (20) days of written notice thereof.

2.1.1.2.

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2.1.2. After this Agreement has been in effect for one (1) year, either party may, upon thirty (30) days advance written notice, terminate this Agreement at any time without cause and/or for any reason. 2.1.3. On or after the second anniversary of this Agreement or any renewal or other extension of said Agreement, Hospital shall, upon sixty (60) days advance written notice, have the unlimited right to terminate this Agreement without incurring any penalty as penalty is defined by Internal Revenue Service Revenue Procedure 97-13. 2.1.4. Either party may also terminate this Agreement for Other Good Cause upon sixty (60) days advance written notice to the other party. For purposes of this Paragraph, Other Good Cause shall be defined as a good faith determination by either party that continuation of this Agreement for the remainder of the term shall work a hardship upon either party or that continuation of this Agreement is not in the best interests of patient care. 3. PHYSICIAN'S OBLIGATIONS. Devotion of Time and Practice Relationships. Upon the commencement of the term of this Agreement, Physician agrees to devote time and practice Hospitalist services on a part time basis according to the terms of Exhibit A of this Agreement. Upon Physician's completion of his fellowship training, Physician's employment duties shall change and Physician agrees to devote time and practice Cardiology on a full time basis according to the terms of Exhibit C.
3.1.

Membership Requirements. Physician agrees to obtain membership on hospital medical staffs and other organizations according to the terms of Exhibits A and C of this Agreement.
3.2.

Application Requirements. In order for Physician to perform professional services as required by BMMG in this Agreement, Physician acknowledges and agrees that certain application requirements need to be timely and accurately met by Physician prior to the start date of the initial term of this Agreement. In order for BMMG to provide professional liability insurance, credential Physician with third party payors, and for BMMG to begin paying Physician for professional services, Physician needs to complete BMMG's minimum application requirements, as separately provided by BMMG, at least thirty (30) days prior to the start date of this Agreement. Physician further acknowledges that BMMG may require additional information beyond its minimum requirements, and Physician agrees to timely and accurately provide such information by the date(s) requested by BMMG. In the event Physician cannot meet these application requirements by the date listed above, Physician shall notify BMMG in writing, in accordance with Section 10 of this Agreement, of the specific application items to be outstanding, any reasons for delay, and any problems with the application process. Physician hereby affirms that any information submitted in BMMG's application process shall be true
3.3.

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and complete to the best of Physician's knowledge, and Physician shall have an ongoing obligation to inform BMMG immediately upon becoming aware of any material change in Physician's application information. Professional Standards. Physician shall, at all times, exercise independent medical judgment in diagnosing and treating patients. Physician agrees to comply with the rules and regulations adopted by BMMG consistent with this Agreement, applicable professional and ethical standards, standards of any specialty board of which Physician is a member, nationally recognized credentialing board, applicable medical staff bylaws, and all applicable governmental standards. Physician shall also exercise independent medical judgment, consistent with applicable federal and state laws, medical ethics and BMMG protocols, in forming and terminating physician-patient relationships.
3.4.

Achieving Management Goals. Physician agrees to provide assistance to BMMG in developing other clinics and facilities, promoting working relationships with affiliated hospitals, and achieving management plans and goals. Physician shall perform duties assigned by BMMG which are consistent with an office practice, and Physician shall also perform such other duties as customarily performed by a physician in a similar position related to clinical and hospital patient care as may be assigned by BMMG.
3.5.

Licensure and Board Certification. Physician shall maintain an unrestricted license to practice medicine in the State of Mississippi, shall have and maintain a current narcotics number issued by the U.S. Drug Enforcement Administration, and shall remain either board certified or board eligible in specialty practice without limitation.
3.6.

Third-Party, Managed Care Contracts and Medicare Assignments. Physician specifically agrees that BMMG shall have the right to assign patients to Physician. Physician shall participate in third-party and managed care contracts negotiated by BMMG. Physician shall follow applicable third party administrative regulations, guidelines, and policies when participating in third-party and managed care contracts. Physician also agrees to accept assignment for all BMMGs Medicare and Medicaid patients referred for services under this Agreement and to execute such additional documentation or certification as may be required by the Medicare Program or the Medicaid Program.
3.7.

Quality Assessment and Peer Review. Physician shall be subject to and, to the extent requested by BMMG, participate in quality assessment, utilization management, and peer review procedures established by BMMG.
3.8.

Confidential Information. Physician shall not disclose BMMG's confidential information, during the term of this Agreement or at any point in the future, unless required by law, regulation, medical staff bylaw, or by the terms of any applicable contract for reimbursement. Confidential information includes both the information contained within this Agreement
3.9.

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and any information related to BMMG's business affairs and operations, including but not limited to the details on any contracts negotiated by BMMG, patient names, patient lists/databases, and computer software applications. In addition to all other available remedies, BMMG shall be entitled to injunctive relief enjoining physician from disclosing any such confidential information or providing services to a party for whom such information has been or may be disclosed. Freedom to Perform. Physician represents and warrants that there are no restrictions, non-competition Agreements, or other obligations which would interfere with or restrict the performance of Physicians services required in this Agreement. Furthermore, Physician represents and warrants that any and all ongoing, pending, threatened, or potential malpractice claims have been fully disclosed in writing to BMMG.
3.10.

Services to be Provided in a Non-Discriminatory Manner . Physician shall provide all medical services in a non-discriminatory manner without regard to race, color, national origin, gender, age, or handicapping condition.
3.11.

BMMG's Policy regarding Discrimination. Physician shall comply with BMMG's policy regarding discrimination (as may be amended from time to time by BMMG) including, without limitation, acting in a nondiscriminatory manner towards all individuals and entities on the basis of employment, race, religion, national origin, gender, handicap, disability, and/or sexual harassment.
3.12.

Professional Malpractice Coverage and Other Liability Coverage . Physician shall meet all qualifications to participate in BMMG's professional malpractice insurance coverage or programs of selfinsurance and any other liability policies, coverages, or programs of selfinsurance designated by BMMG, and Physician shall attend educational activities to reduce liability insurance costs as reasonably requested by BMMG. Physician shall immediately notify BMMG, in writing, of any action taken to limit, suspend, revoke, or otherwise restrict Physician's malpractice insurance or coverages or of any investigation which may lead to an action to revoke, suspend, or impose any limitation respecting the same.
3.13.

Referrals not Required: Both parties acknowledge and agree that neither this Agreement nor the compensation paid hereunder is based on, takes into account, or is contingent upon Physician referring patients to an entity affiliated with BMMG. Physician shall, at all times, exercise independent medical judgment in determining the diagnosis, course of treatment, and facilities to refer patients for appropriate care.
3.14.

Physician Participation. Physician shall actively participate and assist Hospital in connection with, but not limited to, preparation for JCAHO and any other regulatory surveys, utilization review activities, drafting, revising and improving Medical Staff Bylaws, Medical Staff
3.15.

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Quality Improvement meetings, hospital quality improvement meetings, expected mortality meetings, marketing and public relations matters related to Specialty Program, patient satisfaction meetings, patient safety meetings, Institute for Healthcare Improvement (IHI)/Spread activities and establishment of appropriate clinical protocols for the Specialty Program. Recruitment Agreement Requirements. Physician acknowledges and represents that he is currently a party to a recruitment agreement with Baptist Memorial Hospital Golden Triangle, Inc., (the "Hospital") whereby Physician has agreed to relocate his medical practice to the geographic area served by the Hospital in order to become a member of the hospital's medical staff. Physician desires to ensure that his medical practice meets his obligations under such recruitment arrangement and that his recruitment arrangement remains in compliance with the Physician recruitment exception under the Stark Law regulations, found at 42 CFR 411.357 (g). Accordingly, Physician hereby warrants, represents and agrees that upon the commencement of this Agreement he will relocate his medical practice to the geographic area served by the Hospital in order to furnish part-time Hospitalist services while he continues his fellowship training, that he will maintain his medical practice exclusively through employment under this Agreement and that he will not engage in or maintain any medical practice during his fellowship training other than the Hospitalist services furnished under this Agreement.
3.16.

4. BMMG'S OBLIGATIONS. Compensation. In consideration of Physicians performance of his/her duties and responsibilities to practice Cardiology under this the Full Time component of this Agreement, BMMG shall pay Physician compensation in accordance with the Compensation Plan (the Compensation Plan) attached hereto as Exhibit D, and for his/her duties to furnish Hospitalist services under the Part Time PRN component of the Agreement BMMG shall pay Physician compensation in accordance with the Compensation Exhibit B for his Part Time as it may be amended from time to time by BMMG. Under the terms of the Compensation Plan, Physician shall be entitled to an annual base salary (the Base Salary) equal to THREE HUNDRED THOUSAND AND NO/100 DOLLARS ($300,000.00), payable on a monthly basis. Under the Compensation Plan, Physician shall receive the greater of his or her (i) Base Salary, or (ii) the Formula Compensation payable as described in Exhibit D, Section 1. Any terms not otherwise defined in this Section 7 shall have the meaning ascribed to them in the Compensation Plan. The compensation to be paid to Physician under this Agreement shall be consistent with fair market value, taking into consideration Physicians specialty and the community in which Physician practices, and shall not take into consideration the volume or value of referrals made by Physician. Physicians compensation for his/her performance of his/her duties and responsibilities under this Agreement shall be capped at one hundred twenty percent (120%) of the compensation rate for the ninetieth (90th) percentile of the most recently published Physician Compensation
4.1.

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and Production Survey of the Medical Group Management Association (MGMA) for Physicians specific specialty (the Compensation Cap). In situations were Physicians potential compensation exceeds the compensation cap due to high levels of productivity; Physician may request consideration of that circumstance. Any such request must be made to the Vice President, Operations. The Physicians level of productivity and the potential compensation will then be reviewed by the Chief Operating Officer of BMMG and the President and CEO of BMMG (hereinafter referred to collectively as the Salary Review Panel). In the event the Salary Review Panel determines that the additional compensation results from legitimate extraordinary productivity and that payment of compensation above the compensation cap would not violate any applicable laws or regulations, the Salary Review Panel may in its sole discretion determine that additional compensation shall be paid to the Physician. BMMG reserves the right to renegotiate compensation in the event it determines that Physicians compensation is in excess of fair market value based on published data reporting compensation for physicians in Physicians specialty area. Without limiting BMMGs right to renegotiate compensation in the event it reasonably determines that Physicians compensation is in excess of fair market value, BMMG hereby reserves the right to re-evaluate the Base Salary or the Compensation Plan on or about October 1, 2013 and on or about October 1 of each year thereafter, to modify the Base Salary or Compensation Plan as appropriate to conform Physicians compensation to fair market value, and to modify the Base Salary or Compensation Plan from time to time, in each case, without the need for amendment to this Agreement (the Fair Market Value Modification Rights). Benefits and Reasonable Expenses. BMMG agrees to provide benefits to Physician and pay (or reimburse) reasonable expenses incurred by Physician under this Agreement as separately communicated, and as appropriate for part time or full time employment, as applicable.
4.2. 4.3. 4.3.1.

BMMG shall provide Professional Malpractice Coverage. BMMG will arrange and pay professional malpractice insurance coverage or similar coverage through a group plan or a plan of selfinsurance for Physician for the term of employment, with liability limits of at least one million dollars ($1,000,000) per occurrence/three million dollars ($3,000,000) annual aggregate or the amounts, if greater, required by the medical staff bylaws of hospitals designated by BMMG. BMMG may maintain coverage with Physicians current insurer, choose another insurer, or provide coverage through a plan of self-insurance, and BMMG shall take any steps necessary to prevent gaps in coverage if there is a change BMMG shall only be responsible for providing such malpractice coverage associated with the part-time work being done as a Hospitalist under this agreement in the first year of the term, and for the full time Cardiology work in the second and subsequent years of the term. Should the physician choose to provide other medical

4.3.2.

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services the premiums associated with that service and coverage shall be the responsibility of the Physician. BMMG may maintain coverage with Physicians current insurer, choose another insurer, or provide coverage through a plan of self-insurance, and BMMG shall take any steps necessary to prevent gaps in coverage if there is a change in insurers. in insurers. 4.3.3. Physician shall not be deemed to be BMMG's agent, contractor, servant or employee in performing outside activities as part of a training program, or for third parties prior to the Start Date or during the term of the Agreement, or any services performed for third parties and not for BMMG. BMMG shall incur no liability for such outside activities, vicarious or otherwise, because they are outside the scope of his or her BMMG employment as described herein. Physician shall be solely responsible for any professional liability insurance coverage relating to such outside activities.

4.4.
4.5.

Intentionally Left Blank

Working Facilities. BMMG shall provide Physician with such office space, staff, supplies, equipment, and services as reasonably necessary for the performance of Physicians duties. BMMG stresses the importance of effective working relationships between Physician and its clinical staff; consequently, BMMG shall give due consideration to Physicians preferences and make reasonable accommodations regarding the composition of its clinical staff. Appeal Procedures. Upon qualifying for medical staff membership and practicing at the hospital(s) identified in this Agreement, Physician shall have the rights and privileges accorded similar members of the medical staff under its bylaws, rules, and regulations. However, Physicians rights and responsibilities contained in this Agreement are independent of Physician's medical staff membership. Any disagreement regarding the terms of this Agreement shall not give rise to any appeal, review, or hearing right provided for in the medical staff bylaws.
4.6.

5. FEES, CONTRACTING, BILLING, AND COLLECTIONS.

5.1.

Rights to Fees. Physician specifically agrees that BMMG shall have the right to determine reasonable fees to be charged by BMMG for medical services rendered by Physician. All fees, revenues, payments generated by Physician from professional services or rebates and incentives from government payors or programs, including, but not limited to, all fees for service, office visits, hospital rounds, emergency department visits, consultations, home health visits, fees for medical directorships, income from reading testing, income from duties performed pursuant to a contract (i.e. employee physicals), physician coverage of hospital emergency departments, income from expert testimony and governmental incentive payments of any type, shall be for the benefit of, and sole property of, BMMG.

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Contracting, Billing, and Collections. It is agreed that Physician shall have no authority to act on behalf of or bind BMMG with respect to any contract or Agreement. Physician hereby appoints BMMG as attorney-in-fact with respect to all contracting, billing, and collection matters to the full extent authorized by law, including the unlimited authority to enter into managed care Agreements and oversee the administration of such Agreements. Unless expressly directed in writing by BMMG, Physician shall not submit any separate or independent billings to patients, public or private third party payors or other responsible parties. Further, Physician acknowledges and agrees that BMMG or its designee shall code all services performed by Physician for purposes of submitting billings to any and all payor sources including, but not limited to, state and federal payors, unless BMMG designates, in writing, Physician or additional designee to code specific services.

6.

OTHER EMPLOYMENT AND ACTIVITIES. Physician agrees to practice medicine exclusively for, and at the location(s) specified, by BMMG. Unless agreed to in writing by BMMG, Physician shall not engage in the practice of medicine, either directly or indirectly, in any manner with any person or entity other than BMMG. Physician may engage in outside speaking and educational functions provided, in BMMGs sole judgment, such functions do not conflict with Physicians duties under this Agreement. The parties acknowledge that while Physician is furnishing the part time Hospital services component of this Agreement he will be engaging in fellowship training; however, Physician understands and agrees that his obligation to practice medicine exclusively for, and at the location(s) specified, by BMMG under this Agreement begins upon the commencement of this Agreement and applies both his part time Hospital services obligation and his full time obligation to practice Cardiology.

7. TERMINATION. By Either Party Without Cause. This Agreement may be terminated without cause by either party, during the initial or any renewal term, upon at least ninety (90) days advance written notice.
7.1.

By BMMG With Cause. This Agreement may be terminated with cause, as hereafter defined, by BMMG immediately upon written notice to Physician. Termination with cause means termination for any of the following reasons:
7.2.

7.2.1. Physicians alcohol abuse and/or drug abuse.

7.2.2.

Physicians failure to qualify for or maintain qualifications for a license to practice medicine in the State of Mississippi; Physician's failure or inability to perform required medical duties as a result of the revocation, cancellation, suspension, or restriction of Physician's license to practice medicine in the State of Mississippi or, Physician's failure or inability to perform required medical duties as a result of any other action by a governmental, professional, or similar organization having jurisdiction over Physicians practice of medicine.

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7.2.3. Termination or restriction of Physicians membership/clinical privileges on either the medical staff at required hospital(s) or the Baptist Health Services Group of the Mid-South, Inc. (BHSG) network of providers. 7.2.4. Physician's theft, embezzlement, or willful destruction of BMMGs property or funds, or any other act(s) by Physician constituting a felony. 7.2.5. Physicians failure to qualify for or maintain qualifications for insurance coverage required by this Agreement. 7.2.6. Upon material violation by Physician of any provisions of this Agreement or the rules, policies, and/or procedures of BMMG and/or Hospital. 7.2.7. Upon repeated failure by Physician to meet utilization, performance, efficiency, or quality standards established by BMMG. 7.2.8. Upon conduct by Physician which is considered by BMMG to be unethical, unprofessional, fraudulent, unlawful, or adverse to the interest, reputation or business of BMMG or Hospital. 7.2.9. Upon total disability of Physician or upon inability of Physician to perform the duties required hereunder for a designated period of time in accordance with applicable law and BMMGs employment policies and procedures. 7.2.10. Upon repeated failure by Physician to conform and comply with BMMGs professional requirements concerning maintenance of medical records. 7.2.11. Upon the determination of BMMG in good faith that Physician is not providing adequate patient care or that the health, safety or welfare of patients is jeopardized by continuing the employment of Physician. 7.2.12. Upon exclusion of Physician from participation in federal health care programs. By Either Party upon any other Material Breach. Either party may terminate this Agreement upon the other party's failure to comply with any other material term of the contract; provided, prior to such termination, the terminating party shall give the breaching party written notice of the material breach, and the breaching party shall have thirty (30) days following the date of receipt of such notice in which to cure said breach.
7.3.

Physician to Establish Independent Practice. This Agreement may be terminated by Physician upon thirty (30) days written notice of the
7.4.

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Physicians intention to open an independent Cardiology Practice in Columbus, Mississippi. BMMG will support such transition into independent practice in a manner which complies fully with all applicable federal, state, and local laws, rules, and regulations; including the Stark Law and all rules and regulations thereunder.
7.4.1.

In the event Physician exercises the above option or establishes an independent practice in Columbus, Mississippi at the expiration of this Agreement, Physician agrees to purchase the Cardiology practice from BMMG at Fair Market Value (FMV). Such FMV shall be determined by an independent third party valuation analysis, based on the Discounted Cash Flow methodology. BMMG will support such purchase if Physician fulfills all of the obligations under this Agreement, will continue to provide ongoing needed services to the community, maintains privileges at the Hospital in order to satisfy the Physician's obligations under his recruitment agreement with the Hospital and ensure that such recruitment agreement satisfies all of the Stark Law regulation requirements of 42 CFR 411.357 (e), maintains adequate insurance coverage, and adheres to all federal, state, and local laws/rules that govern such a purchase.

7.4.2.

8. EVENTS FOLLOWING TERMINATION OR NON-RENEWAL. 8.1. Physician's Practice Following Termination or Non-Renewal.

8.1.1. In the event Physician terminates this Agreement upon a material breach by BMMG which is not cured or BMMG terminates this Agreement without cause, there shall be no restrictions on Physician's ability to practice medicine following the date of termination.
8.1.2.

In the event this Agreement is terminated for any other reason or not renewed by either party, Physician agrees that during the one (1) year period following the date of termination or non-renewal, if Physician practices medicine in Lowndes County, Mississippi or any county contiguous thereto, it shall be only as an independent private practitioner. Physician may accept employment, management services, or association with another entity during this period and in Lowndes County, Mississippi or any county contiguous thereto only upon BMMG's written consent.

Return of BMMG's Property. Upon termination or non-renewal, Physician shall immediately return any property of BMMG including keys, card keys, identification badges or other security devices used by Physician. Furthermore, Physician shall vacate the practice site on the date specified by BMMG and remove all personal effects, including professional subscription library, by that date. Any personal property not removed shall be deemed abandoned by Physician and may be disposed of at BMMGs discretion.
8.2.

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BMMG's Employees. Physician expressly agrees that BMMG may staff Physician's practice site, clinic, or other such facility, in whole or in part, with BMMG's employees. Upon termination or non-renewal of this Agreement, Physician shall not employ, attempt to employ, contract with, or otherwise interfere with BMMG's continued employment of any of its employees for a one (1) year period following the date of termination or non-renewal without BMMG's permission. However, this paragraph does not apply to any personnel employed by or engaged by Physician prior to the start date of this Agreement who are later employed by BMMG.
8.3.

Continuation of Patient Services. Both parties recognize that it may not be feasible to transfer all of Physicians patients by the date of termination or non-renewal, and, in such event, Physician shall provide professional medical services for such patients after the date of termination or non-renewal at BMMGs request and subject to Physicians availability. BMMG shall use its best reasonable efforts to transfer patients and arrange for the continuing care of patients in preparation of termination or non-renewal, and Physician shall assist BMMG in such efforts.
8.4.

9. AGREEMENTS REGARDING PATIENTS AND PATIENT RECORD. BMMG's Patients. Physician expressly agrees that all patients to whom medical services may be rendered under the terms of this Agreement are BMMGs patients. Upon termination or non-renewal of this Agreement, Physician shall not contact any patients without BMMG's permission for a one (1) year period following the date of termination or non-renewal.
9.1.

Patient Confidentiality. Any patient information received by Physician is privileged and shall not be disclosed except as required or permitted by law. Any disclosure made without the patient's express written permission must be made according to applicable legal requirements and BMMGs rules and regulations.
9.2.

Patient Records. All records, including regular and personal files, of patients treated, consulted, served, or interviewed by Physician shall belong to and remain the property of BMMG and may be removed only upon its written consent. Physician shall maintain current, accurate, and complete patient records which comply with both governmental and BMMG record keeping requirements. The use and copying of patient records shall be subject to BMMGs permission and conducted according to its rules and regulations.
9.3.

10. NOTICES. All notices, requests, demands, and other communications required or permitted to be in writing shall be deemed to have been duly given if delivered in person or sent by registered or certified first class mail, postage prepaid, return receipt requested, to: Physician: Donny R. Stokes, M.D.

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1375 Greenfield Rd Glen Allan, MS 38744 BMMG: Baptist Memorial Medical Group, Inc. 350 N. Humphreys Boulevard, 4th Floor Memphis, Tennessee 38120 Attn: System Director, Physician Development

Either party may change said address by giving written notice to the other. 11. ENTIRE AGREEMENT, ASSIGNMENT, AND WAIVER. Governing Law. This Agreement shall be governed by and construed under the laws of the State of Tennessee without reference to the principles of choice and/or conflict of law.
11.1.

Entire Agreement and Amendment. This Agreement and its Exhibits constitute the final and complete Agreement of the parties and supersedes any previous Agreement, promise, negotiation, or representation concerning the subject matter of this Agreement. This Agreement is not being entered into on the basis of or reliance on any promise or representation other than the promises specifically and expressly set forth herein. This Agreement may not be modified or amended except by an instrument in writing signed by the parties hereto.
11.2.

Assignment. This Agreement and all rights and obligations of Physician hereunder are personal to Physician and shall not be voluntarily or involuntarily sold, transferred, or assigned by Physician. BMMG may assign this Agreement and any or all of its rights, interests, and obligations hereunder to any entity affiliated or associated with BMMG.
11.3.

Waiver. No term or condition of this Agreement shall be deemed waived nor shall there be an estoppel against the enforcement of any provision of this Agreement except by written instrument signed by the party charged with such waiver or estoppel. No such written waiver shall be deemed a continuing waiver unless specifically stated.
11.4.

Non-Waiver Breach. Failure to enforce any of the terms and conditions in this Agreement in a particular circumstance shall not be construed as a general waiver or continuing waiver thereof by BMMG. BMMG shall be free to reinstate such term or condition with or without notice to Physician, unless and except to the extent that such waiver is provided in writing.
11.5.

12. MEDICARE ACCESS TO BOOKS AND RECORDS. In the event that Section 952 of the Omnibus Reconciliation Act of 1980, 42 U.S.C. 1395x(v)(1)(I), is applicable to this Agreement, Physician agrees with BMMG that until the expiration of four (4) years after the furnishing of the services provided under this Agreement, Physician will make available to the Secretary of the United States Department of Health and Human Services (the "Secretary") and the United States Comptroller

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General, and their duly authorized representatives, this Agreement and all books, documents, and records necessary to certify the nature and extent of the costs of these services. If Physician carries out the duties of this Agreement through a sub-contract, it will also contain an access clause to permit access by the Secretary, the United States Comptroller General, and their representatives to the related organization's books and records. If BMMG is caused a loss of reimbursement or otherwise penalized by reason of Physician's failure to cooperate under this section, Physician will be responsible for such loss. 13. SEVERABILITY. If any provision of this Agreement is held invalid for any reason, such invalidity shall not affect any other provision of this Agreement. 14. EXCLUSION/DEBARMENT.
14.1.

Glossary, for purposes of this provision: excluded, debarred, suspended or otherwise declared ineligible to participate in Federal health care programs or Federal procurement or non-procurement programs.

14.1.1. "Ineligible to participate in Federal programs means to have been

14.1.2. "Designated

crimes" means program-related crimes; crimes relating to patient abuse; felony conviction relating to health care fraud; or felony conviction relating to controlled substances.

14.2. Physician warrants that neither the Physician nor any of its employees nor any of Physicians vendors, contractors and/or suppliers furnishing goods, services and/or products hereunder, if any, is currently ineligible to participate in Federal programs nor have they been convicted of any of the designated crimes, but that if the Physician, any of its employees, or any vendors, contractors and/or suppliers furnishing goods, services and/or products hereunder is declared ineligible to participate in Federal programs or is convicted of any of the designated crimes, Physician will immediately notify BMMG of the ineligibility or conviction, and Physician furthermore agrees that such ineligibility or conviction by it, any of its employees, or any of its vendors, contractors and/or suppliers furnishing goods, services and/or products hereunder shall provide a basis for the immediate termination of this Agreement. Physician further agrees to obligate its vendors, contractors and/or suppliers who furnish goods, services and/or products hereunder to notify the Physician if they are declared ineligible to participate in Federal programs or are convicted of any of the designated crimes. 14.3. In the event Physician, its employees, Physicians vendors, contractors and/or suppliers providing goods, services and/or products hereunder, or any of the vendors, contractors and/or suppliers employees are ineligible to participate in Federal programs or are convicted of any of the designated crimes, and such ineligibility or conviction results in BMMG being unable to bill for such goods, services and/or products or having to reimburse payment received, then Physician agrees to reimburse BMMG for the amount that could not be billed or that had to be

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reimbursed for such goods, services and/or products, plus any interest incurred and any financial penalties imposed that are the direct result of such ineligibility or conviction. 14.4. Physician hereby represents and warrants that he/she has not been charged with, arrested for or convicted of any sex offenses and that at no time has he/she been listed in 1) the national sex offender public registry website coordinated by the United States Department of Justice; 2) the sexual offender registry maintained by the Arkansas Crime Information Center; 3) the sexual offender registry maintained by the Mississippi Department of Public Safety; or 4) the sexual offender registry maintained by the Tennessee Bureau of Investigation. 14.5. Physician hereby represents and warrants that he/she has not been charged with, arrested for or convicted of any offenses related to abuse and that at no time has he/she been listed on any adult abuse registry maintained for any state in which Physician has lived in the previous seven (7) years including, but not limited to, that maintained by the Tennessee Department of Health. 15. STANDARDS OF CONDUCT. Physician has received a copy of the Baptist Standards of Conduct, has read them and agrees to abide by them as a condition of doing business with Baptist. Physician agrees to sign the acknowledgement contained in the back of the Standards of Conduct and return it to the BMMG System Director prior to beginning to perform under this Agreement. If Physician becomes aware of any suspected violation of laws, regulations, or Baptist Standards of Conduct during the term of this Agreement, Physician agrees to report such to BMMG, Hospital Administrator, the facilitys Compliance Coordinator and/or Officer, the Baptist Helpline/Hotline, Baptist Corporate Compliance or Baptist Corporate Legal Counsel. 16. COMPLIANCE WITH APPLICABLE LAWS. 16.1. The parties expressly acknowledge that it has been and continues to be their intent to comply fully with all applicable federal, state, and local laws, rules, and regulations. It is neither a purpose nor a requirement of this Agreement or any other Agreement between the parties to offer or receive any remuneration or benefit of any nature for the referral of, or to solicit, require, induce, or encourage the referral of any patient, item, or business for which payment may be made or sought in whole or in part by Medicare, Medicaid, or any other federal or state reimbursement program. This Agreement has been prepared to comply, to the extent possible, with all applicable Safe Harbor regulations and to comply with the Stark Law and all rules and regulations thereunder. All compensation and payments provided hereunder are intended to represent fair market value for the services provided and it is expressly acknowledged that no payment made or received under this Agreement is in return for the referral of patients or in return for the purchasing, leasing, ordering, arranging for, or recommending the purchasing, leasing, or ordering of any good, service, item, or product for which payment may be made or sought in whole or in part under Medicare, Medicaid, or any other federal

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or state reimbursement program. In the event of any applicable legislative or regulatory change or action, whether federal or state, that has or would have a significant adverse impact on either party hereto in connection with the performance of services hereunder, or should either party be deemed for any reason in violation of any statute or regulation arising from this Agreement, or should it be determined that this Agreement gives rise to a financial relationship or other relationship under the Stark Act which is not subject to an applicable exception so that referrals between the parties, or billing for such referrals, would be prohibited or restricted by the Stark Act or other state or federal "antireferral" law, then this Agreement shall be renegotiated to comply with the then current law and, if the parties hereto are unable to reach a mutually agreeable and appropriate modification, either party may terminate this Agreement upon ninety (90) days written notice to the other party. 16.2. The parties acknowledge that in the event Physician has multiple contracts with BMMG, all such contracts shall be memorialized in BMMGs TractManager contract management system which shall serve as BMMGs master list as required by 42 C.F.R 411.357(d). IN WITNESS WHEREOF, the parties have executed this Agreement to be effective as of the date first above-written. Baptist Memorial Medical Group, Inc.

By: Its: Designee

Physician

____________________________________ Donny R. Stokes, M.D.

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Exhibit A PART-TIME HOSPITALIST'S PROFESSIONAL PRACTICE DUTIES 1. Devotion of Time and Designation of Practice Site(s). Physician shall represent and hold himself/herself out as being employed by and practicing medicine for BMMG. Physician agrees to devote all necessary time and best efforts to the practice of medicine in a part-time capacity for BMMG. Physician shall be available to perform duties when scheduled, including evenings, Saturdays, and Sundays to accommodate patient emergencies. The primary location for the provision of Physician's professional services shall be Baptist Memorial Hospital Golden Triangle, but physician shall be available for coverage at other designated facilities in Mississippi when not scheduled to work at primary location. Such other location sites and schedules shall be mutually agreed to by both parties. Coverage Ratio. BMMG shall recruit, select, and compensate a sufficient number of qualified professionals so that Hospital is staffed with a sufficient number of Hospitalist Physicians to ensure that professional services to be provided pursuant to this Agreement are rendered efficiently, in accordance with prevailing community standards, and pursuant to all applicable federal, state, and local laws, rules, and regulations. In addition, because the coverage needs of Hospital vary depending on patient volume, case complexities, and private attending physician requests, BMMG may modify schedules to be worked by Hospitalist from time to time to meet the needs of Hospital patients, and shall provide additional Hospitalist Physician coverage as reasonably required from time to time by Hospital. Scope of Services. BMMG shall provide adequate and qualified Hospitalist Physician coverage to provide the Hospitalist Services described in this Agreement on a twentyfour (24) hours per day/seven (7) days per week basis. The Hospitalist Physicians retained by BMMG shall be available and on campus at all times scheduled to provide Hospitalist services. The Hospitalist physicians shall accept patient transfers and referrals and be available in-house for consultations and professional services requested by attending physicians regarding diagnosis and/or therapeutic management of medical treatment for all patients admitted to Hospitalist Program. The Hospitalist Physicians shall further provide medical care as may be required to treat emergency medical treatment for any patient admitted to the Hospital acute care, intensive care, critical care, acute rehab or swing bed units. Physician shall also be responsible, on a case by case basis as the need arises, for taking all actions necessary to facilitate the appropriate transfer of a Hospitalist Physician patient to another medical facility from the Hospital to gain access to a higher level of skilled medical care. 4. Professional Standards. The Hospitalist Physicians shall be responsible for providing prompt and appropriate medical care to each patient treated by a Hospitalist Physician retained by BMMG to provide Hospitalist Services hereunder. The Hospitalist Physicians shall administer services and care to all Hospital patients as required by applicable federal, state, and local laws, rules, and regulations, including but not limited

2.

3.

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to 42 U.S.C. 1395dd The Emergency Medical Treatment and Active Labor Act (EMTALA) and any applicable patient transfer laws and regulations of the State of Mississippi, and in accordance with applicable standards of care and practice. 5. Consultative Services. BMMG shall make available its Physicians at reasonable times for consultation with individual members of Hospitals administrative staff, nursing staff, and with physicians and committees of the Medical Staff in regard to matters relating to the management and administration of Hospitals delivery of medical services on behalf of inpatients and patients treated in the Hospitals emergency room. Physician shall report, on an as needed basis, to Hospitals chief executive officer and/or chief nursing officer about any material concerns about quality of care, delay in delivery of medical services at the hospital or any patients length of stay at the hospital. Membership Requirements. Physician shall obtain and maintain active medical staff membership, subject to all applicable requirements, at Hospital and at such other hospitals reasonably designated by BMMG. Physician shall also qualify for, obtain, and maintain membership in the Baptist Health Services Group of the Mid-South, Inc. (BHSG) network of providers, and the Medicare and Medicaid programs. Absences. Physician shall provide the Hospital Administrator and BMMG with thirty (30) days advance written notice of any requested absence or inability to perform scheduled service when feasible. Physician shall immediately notify the Hospital Administrator and BMMG of any illness, emergency or other cause giving rise to unexpected absence or inability to perform professional services.

6.

7.

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Exhibit B PART-TIME HOSPITALIST'S COMPENSATION Subject to applicable taxes, withholdings and contributions, Physicians compensation shall include: 1. Base Annual Compensation. The base compensation shall be based on the hours worked on the Hospital campus, according to the following schedule: $92.00 per hour for day hours worked $101.20 per hour for weekend and holiday hours worked $110.40 per hour for evening hours worked The day shift shall be defined as Monday through Friday, 7:00 a.m. to 7:00 p.m. The evening shift shall be defined as Monday to Sunday, 7:00 p.m. to 7:00 a.m. the following day. The weekend shifts shall be defined as at 7:00 a.m. to 7:00 p.m. on Saturdays and Sundays. There shall be 7 holidays per year which shall be defined as: New Years Day, Memorial Day, Independence Day, Labor Day, Thanksgiving, Christmas Eve and Christmas Day. Holiday hours will run from 7:00 a.m. to 7:00 p.m. It is anticipated that a part time year worked would not exceed 1,000 hours, but should the patient care schedule merit hours beyond that level it would have to be mutually agreed by both parties prior to scheduling any hours beyond that level. Both parties agree that BMMG will re-evaluate the base annual compensation on a calendar year basis no later than September 1, starting in the third year of the contract term. However, any increase in the base hourly compensation rate must be in writing and mutually agreed on by both parties.

EXHIBIT C

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FULL TIME CARDIOLOGY PHYSICIAN'S PROFESSIONAL PRACTICE DUTIES 1. Devotion of Time and Designation of Practice Site(s). Physician shall represent and hold himself/herself out as being employed by and practicing medicine for BMMG. Physician agrees to devote all necessary time and best efforts to the practice of medicine in a full-time capacity for BMMG. Physician shall be available to perform duties when scheduled, including evenings and Saturdays, and unscheduled nights and weekends to accommodate patient emergencies. Physician is expected to provide in-office patient services at BMMG's Clinic(s) or other designated facilities. Physician shall establish Clinic patient hours and accomplish inpatient cases for the quantity of time and the quantity of cases that mirror the standards for Cardiology as established by the Medical Group Management Association Physician Compensation and Production Survey. The primary location(s) or practice site(s) for the provision of Physician's professional services shall be mutually agreed upon by Physician, BMMG and Baptist Memorial Hospital Golden Triangle, provided, such practice site(s) shall be subject to change by BMMG upon written notice to Physician. Membership Requirements. Physician shall obtain and maintain active medical staff membership, subject to all applicable requirements, at Baptist Memorial Hospital Golden Triangle and at such other hospitals reasonably designated by BMMG. Physician shall also qualify for, obtain, and maintain membership in the Baptist Health Services Group of the Mid-South, Inc. (BHSG) network of providers. On-Call Coverage. Physician shall be available for on-call coverage and shall work with other Cardiologist to ensure that Baptist Memorial Hospital Golden Triangle has on-call Cardiology coverage 24 hours/day, 7 days/week. Absences. Physician shall provide the Hospital Administrator and the BMMG Management with fifteen (15) days advance written notice of any requested absence or inability to perform scheduled service. Physician shall immediately notify the Hospital Administrator and the BMMG Management of any illness, emergency or other cause giving rise to unexpected absence or inability to perform professional services.

2.

3.

4.

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EXHIBIT D BAPTIST MEMORIAL MEDICAL GROUP, INC. COMPENSATION PLAN [Base Plus Revenue Minus Expense Incentive Model] The purpose of this policy is to outline certain parameters of the Physician Income Distribution Plan (Compensation Plan Policy) for Baptist Memorial Medical Group, Inc. ("BMMG") employed physicians who are employed under the Base Plus Revenue Minus Expense Incentive Model (Physician(s)).

(A)

Administration of Compensation System. Effective December 3, 2007, the Compensation Review Committee of Baptist Memorial Health Care Corporation (BMHCC) adopted a revised and updated policy pertaining to Physician Compensation Plan and Fair Market Value Reviews (Compensation Process Policy) setting forth general principles to be observed by any BMHCC affiliated facility, including BMMG, in the employment of its physicians, particularly relating to the process for establishing the reasonableness of the compensation to be paid to such physicians. BMMG hereby affirms the application of the Compensation Process Policy to its Physicians. Adoption of Physician Compensation Plan. For each fiscal year ending September 30, unless a different arrangement is approved by the Board of Directors of BMMG, the Physician shall receive compensation in accordance with the terms and conditions of the Physicians Agreement, the Compensation Process Policy and the Compensation Plan Policy. Authority of the Board. The Compensation Plan Policy shall be administered by the Board of Directors of BMMG which shall have authority to interpret and apply the provisions of this policy and the terms and conditions of the Physicians Agreement (the Agreement) as it deems appropriate. The Board of Directors of BMMG will have the authority to review each Physician's compensation so that the Physician's compensation will not exceed an amount equal to reasonable compensation and fair market value. The base salary and incentive compensation set forth in the Agreement shall be determined taking into account the Compensation Process Policy. In the event, the proposed base salary or incentive compensation exceeds or is projected to exceed the authority set forth in the Compensation Process Policy, BMMG shall seek approval of the BMHCC Compensation Review Committee or the BMHCC Market Vice President, as applicable. COMPENSATION PLAN. Physician shall be compensated in accordance with the following compensation plan (the Compensation Plan), subject to the terms and conditions of the Physician Agreement (the Agreement). 1.1 Formula for Compensation. 1.1.1. Compute Net Professional Revenue. Physicians Gross Charges less Professional Adjustments and Bad Debt Expense equals Physicians Net Professional Revenue, for the applicable period.

(B)

(C)

1.

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1.1.2. Subtract Direct Expenses. Physicians Net Professional Revenue less Physicians Direct Expenses equals Net Compensation Before Overhead (NCBO), for the applicable period. 1.1.3. Subtract Overhead Expenses. BMMG shall determine the Overhead Expenses and Clinic Overhead Rate to be applied to all physicians. The Clinic Overhead Rate multiplied times Physicians NCBO equals Physicians Net Compensation After Overhead (NCAO), for the applicable period.

1.1.4. Total Formula Compensation. Formula Compensation equals Net Compensation After Overhead, for the applicable period. Physician shall receive the greater of (i) the Base Salary, or (ii) the Formula Compensation. 1.1.5. Base Salary. During the term of the Agreement, Physician shall be entitled to an annual base salary (Base Salary) equal to THREE HUNDRED THOUSAND AND NO/100 DOLLARS ($300,000.00). 1.1.6. Quarterly Reconciliation. The compensation plan provides for quarterly payments for earned compensation above the Base Salary. For the first, second, and third quarters of each Fiscal Year, the quarterly payments (Quarterly Payments) will equal eighty percent (80%) of the difference between the Physicians Formula Compensation for the applicable quarter, less the Physicians Base Salary for the applicable quarter. Quarterly payments will be made to Physician within six (6) weeks following the close of each fiscal quarter during the Fiscal Year. 1.1.7. Year End Reconciliation. At the end of the Fiscal Year, there will be an annual reconciliation (the Year End Reconciliation). The Year End Reconciliation will be based on the complete Fiscal Year (October - September) and will be cumulative for that year. If the Year End Reconciliation results in a positive difference between the Physicians Formula Compensation for the Fiscal Year and the Physicians Base Salary and Quarterly Payments for the Fiscal Year, then BMMG will pay Physician that difference within six (6) weeks of the close of the Fiscal Year. 1.1.8. Adjustment for Charity Care. In calculating Physicians Adjusted Charges, Professional Gross Charges for charity care and government sponsored indigent services, as such services are defined by BMMG, will be adjusted and valued at the applicable Medicaid or Tenncare rate, in the month following the month in which such services are performed. 1.1.9. Salary Advance. BMMG will pay Physician a salary advance of TWENTY-ONE THOUSAND AND N0/100 DOLLARS ($21,000.00), payable within ten (10) days of signing Physician's full time Cardiology practice employment under this Agreement.

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Physician shall execute a Promissory Note, acceptable to BMMG, agreeing to repay the full amount of the salary advance, together with interest, to BMMG in the event Physician does not remain in active practice as defined by this Agreement in Columbus, Lowndes County, Mississippi for the entire first year of the initial term of the full time employment of the Physician under the Physician Services Agreement. At Physicians option and in consideration and recognition of the benefit to the community and BMMG from Physicians continuing practice in Columbus, Lowndes County, Mississippi, BMMG shall forgive the entire balance owed to BMMG under the Promissory Note, together with interest, at the end of the first entire year of employment. The forgiveness period shall commence immediately upon Physicians commencement of this Cardiology practice and shall terminate upon completion of the initial year of full time employment under the Physician Services Agreement. BMMG shall issue to Physician a W-2 statement for Physicians federal and state income tax reporting for that year in which the debt is forgiven. 1.2. Definitions. The following terms will have the meanings set forth below: 1.2.1. Ancillary Expenses means those BMMG expenses attributable to the Ancillary Revenues, as determined by BMMG, including the salary and benefits of the technicians and support staff, medical supplies, drugs, space and equipment, and similar items. 1.2.2. Ancillary Revenues means the amounts collected by BMMG for all services, other than the services which result in Professional Gross Charges for all BMMG physicians (other than the Excluded BMMG Physicians). Ancillary Revenues shall generally include, for example, laboratory or x-ray services, physical therapy or occupational therapy services, durable medical equipment sales, prosthetics or orthotics sales, charges for drugs, cardiac diagnostic procedures, audiological testing, neurological testing, pulmonary function testing, and any other service which is now or hereafter defined as a designated health service (DHS) under 42 U.S.C. 1395nn (the Stark Law) and related regulations, or corresponding provisions of future law. 1.2.3. Bad Debt Expense shall mean the portion of receivables for Gross Charges that is not collectible. 1.2.4. Base Salary shall have the meaning set forth in Section 1.1.5. 1.2.5. BMMG means Baptist Memorial Medical Group, Inc., a Tennessee nonprofit corporation affiliated with Baptist Memorial Health Care Corporation. 1.2.6. Clinic means the Baptist Memorial Hospital Golden Triangle location at which Physician practices medicine and provides

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services to BMMG and its patients, which is located at 2520 Fifth Street North, Columbus, MS 39705. 1.2.7. Clinic Overhead Rate means a percentage determined by BMMG from time to time to reflect the BMMG Overhead Expenses, which percentage is applied to reduce Physicians Net Compensation Before Overhead, to result in Net Compensation After Overhead. 1.2.8. Direct Expenses means those BMMG expenses directly attributable to Physician, as determined by BMMG, including Physicians salary and benefits, continuing medical education (CME), nurses and office support, medical supplies, drugs, office supplies, malpractice insurance and similar items. 1.2.9. Excluded BMMG Physicians means those physicians employed by BMMG who do not participate in a compensation plan the same as or similar to the Compensation Plan. 1.2.10. Fiscal Year means the corporate year established by BMMG for business purposes, which as of this date is the twelve (12) month period from October 1 to September 30 of each year. 1.2.11. Formula Compensation has the meaning set forth in Section 1.1.4. 1.2.12. Gross Charges means the full dollar value of gross patient charges, at BMMGs established undiscounted rates, for professional services personally performed by Physician, and services and supplies billed incident to Physicians services within the meaning of 42 C.F.R. 410.26 (other than (i) services which are DHS (unless the DHS is personally performed by Physician), and (ii) incident to services performed by the Excluded Personnel), in each case, as provided to patients before reduction by charitable adjustments, professional courtesy adjustments, contractual adjustments, employee discounts and bad debts. Such charges shall include BMMGs full, undiscounted charge and not the Medicare limiting charge, but shall include capitation payments allocated by beneficiary. Such charges shall also include speakers fees, teaching fees, professional remuneration included within research grants, and similar items of remuneration unless otherwise determined by BMMG. 1.2.13. Net Compensation Before Overhead or NCBO has the meaning set forth in Section 1.1.2. 1.2.14. Net Compensation After Overhead or NCAO has the meaning set forth in Section 1.1.3. 1.2.15. Net Professional Revenue has the meaning set forth in Section 1.1.1.

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1.2.16. Overhead Expenses means those BMMG expenses, other than Direct Expenses, Ancillary Expenses, and the direct or indirect expenses of the Excluded BMMG Physicians as determined by BMMG, including administrative support and support staff salary and benefits, information systems, central business office, marketing, rents and leases, depreciation and capital expenditures in excess of depreciation, borrowing costs, the budgeted cost of community benefit and charity care programs, and other BMMG expenses as determined by BMMG. 1.2.17. Professional Adjustments means the adjustments from third party payers and charge restrictions from Medicare/Medicaid, reflecting the amounts reasonably expected to be paid by patients or third party payers in respect of Gross Charges, as determined by BMMG. 1.2.18. Quarterly Payments shall have the meaning set forth in Section 1.1.6. 1.2.19. Year End Reconciliation shall have the meaning set forth in Section 1.1.7. 2. MISCELLANEOUS: 2.1 Financial Information. Physicians Formula Compensation statistics will be provided to Physician at least quarterly on a calendar year basis, after review and approval by BMMGs principal executive officer. Incident To Services Provided by Excluded Personnel. To the extent the services provided by nurse practitioners, physician assistants, clinical nurse specialists, certified nurse midwives, clinical psychologists, clinical social workers, physical therapists and occupational therapists (the Excluded Personnel) of BMMG are billed incident to services provided personally by Physician, such revenue is excluded from Professional Gross Charges. Reconciliation in the Event of Termination. In the event Physicians employment with BMMG terminates prior to the end of any Fiscal Year, there will be a reconciliation performed within a reasonable period of time following the termination of Physicians employment not to exceed six (6) weeks (the Termination Reconciliation). The Termination Reconciliation will be based upon all months or partial months during the Fiscal Year during which Physician was employed by BMMG (the Short Period). If the Termination Reconciliation results in a positive difference between the Physicians Formula Compensation for the Short Period and the Physicians Base Salary for such Short Period, then BMMG will pay Physician that difference within six (6) weeks of the close of the Short Period.

2.2.

2.3.

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2.4.

Process for Approval of Compensation Above the Cap. The Physician Compensation Plan provides that a Physicians compensation shall not exceed the Compensation Cap, except as provided below, and Physicians Compensation shall be subject to BMMGs Fair Market Value Modification Rights. Under the Physician Compensation Plan, Physicians compensation shall be capped at one hundred twenty percent (120%) of the compensation rate for the ninetieth (90 th) percentile of the most recently published Physician Compensation and Production Survey of the Medical Group Management Association (MGMA) for Physicians specific specialty (the Compensation Cap). In situations where the Physicians potential Formula Compensation as described herein would otherwise exceed the Compensation Cap, Physician may request consideration of that circumstance. Any such request must be made to the Vice President, Operations of BMMG. Upon such request, the Physicians level of productivity and potential Formula Compensation will then be reviewed by the Chief Operating Officer, and the President and CEO, of BMMG (the Salary Review Panel). In the event the Salary Review Panel determines that the additional compensation results from legitimate extraordinary productivity and that payment of compensation above the compensation cap would not violate any applicable laws or regulations, the Salary Review Panel may in its sole discretion determine that additional compensation shall be paid to the Physician. In determining whether to award compensation to Physician which exceeds the Compensation Cap, the Salary Review Panel shall take into account those factors permitted or authorized by applicable law to be taken into account in establishing reasonable compensation for a physician employed by a tax exempt organization, including: (i) the volume of services rendered by Physician, the number of new patients seen by the Physician, and the number of hours worked by the Physician; (ii) the intensity of services rendered by Physician; (iii) the quality of services rendered by Physician and participation in quality assurance activities; (iv) the efficiency of Physician in delivering services and utilizing overhead; (v) the cooperation of the Physician with BMMG and with other Physicians employed by BMMG in meeting community needs, including without limitation, operating the medical practice location for extended hours, treating charity patients and offering new treatment procedures; (vi) involvement by Physician in community affairs; (vii) the Physician's level of expertise, experience and seniority; (viii) the Physician's gross annual charges (excluding DHS), compensation to production ratios, and/or relative value unit (RVU) production relative to survey benchmarks; (ix) the performance of Physician's duties and responsibilities in a satisfactory manner, based on the standards of within the medical community; (x) financial performance (excluding DHS); (xi) patient satisfaction; and (xii) participation in BMMG committees and administrative affairs. Before making its determination, the Salary Review Panel must make a written finding as to its determination of these factors. In addition, in the event, the compensation to be awarded exceeds the authority set forth in the Compensation Process Policy, the Salary Review Panel shall seek approval of the BMHCC Compensation Review Committee or the BMHCC Market Vice President, as applicable.

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2.5

GENERAL PRINCIPLES. This Compensation Plan Policy will be interpreted and administered in all respects by BMMG management under the supervision of the BMMG Board of Directors, and its good faith interpretation and administration of the provisions of this compensation plan will be binding upon both BMMG and Physician. It is the intent of BMMG to properly and legally provide appropriate incentives through this compensation plan to its employed physicians in order to promote healthcare services for a broad cross section of the community and provide quality services in a cost-effective and legally compliant manner. Unless otherwise noted, the compensation system will be administered consistent with the accounting policies of BMMG. BMMG may adopt protocols and standards to provide for fairness in administration of the compensation system. The terms used herein shall have the meaning ascribed to them by BMMG, including any definitions, modifications, or limitations adopted by the Board of Directors of BMMG as set forth in that certain Compensation Process Policy, as adopted or promulgated by the Board from time to time.

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