CONFIDENTIAL RETIREMENT AGREEMENT AND GENERAL RELEASE, THIS CONFIDENTIAL RETIREMENT AGREEMENT AND GENERAL RELEASE (“Agreement”) is entered into by and between Dr. Donald Oliver, Sr. (“Dr. Oliver”) on the one hand, and Hoag Memorial Hospital Presbyterian, (“Hoag”), on the other hand (collectively the “Parties”) and is made with reference to the following: RECITALS ‘A. Whereas, Dr. Oliver is employed by Hoag as a Director, Pastoral Care in Hoag’s Chaplain Department. Accordingly, the Parties have mutually agreed that Dr. Oliver’s employment will terminate through his decision to retire, effective December 31, 2019 (the “Retirement Date”); B. Whereas, Dr. Oliver acknowledges and affirms that he seeks to continue employment with Hoag until the Separation Date and will use his best efforts to continue to execute his duties and responsibilities as a Director, Pastoral Care until the Separation Date; C. Whereas, although no actual dispute exists between the Parties, Dr. Oliver, nevertheless, desires to fally and finally settle and resolve any actual or perceived claims and/or causes of action that exist or may exist against Hoag and to fully dispose of such claims now and forever, subject to any limitations set forth below; and D. Whereas, the Parties expressly recognize that confidentiality of the terms of this Agreement is a ‘material part of this Agreement and but for the confidentiality provision found herein, Hoag would not enter into this Agreement NOW, THEREFORE, in consideration of the covenants and promises herein, the Parties expressly agree as follows: AGREEMENT 1. Retirement Date. On the Retirement Date, Dr. Oliver shall be paid for all wages and accrued, but untaken, paid time off (“PTO”) benefits accrued as of the Retirement Date, less legally required and/or authorized withholdings and deductions. 2. Severance Payment. In consideration of the releases set forth below, and provided that Dr. Oliver does not exercise the revocation provisions set forth below, Hoag agrees to provide Dr. Oliver a Severance Payment in the amount of One Hundred and Five Thousand, One Hundred and Twelve Dollars and Eighty Cents ($105, 112.80), less normal payroll withholdings, which equates to Twenty Six (26) weeks of his normal compensation, within 90 days of the Retirement Date, Hoag shall withhold taxes and report amounts to tax authorities with respect to all of the transitional support as it determines that itis required to do so. Dr. Oliver agrees and acknowledges that the Severance Payment is something of value, and but for Dr. Oliver's express agreement herein, he would have no right to the Severance Payment and/or the other benefits contained in this Agreement. 3. Health Insurance Premium Payment. Hoag shall pay Dr. Oliver a lump sum gross amount equal to four thousand dollars and zero cents ($4,000.00), subject to appropriate wage withholdings and deductions, at the same time as the Severance Payment. Provided Dr. Oliver complies with the obligations under this Agreement, Dr. Oliver can use said money to pay for the cost of health continuation benefits at Hoag, personal health insurance or for other deemed personal reasons. In the event that Dr. Oliver electscontinued medical and dental coverage for himself, Dr. Oliver shall pay directly to the employee health plan in which Dr. Oliver participated immediately prior to the Separation Date the cost of medical and dental insurance continuation coverage for Dr. Oliver. Dr. Oliver shall be responsible for timely completing the appropriate paperwork for continuation of medical/dental coverage for himself and for any other eligible dependents, The costs of both continuation coverage for Dr. Oliver and Dr. Oliver's eligible dependents shall be Dr. Oliver’s sole responsibility. If Dr. Oliver fails to fully comply with his obligation under this ‘Agreement, any benefit under this Agreement is forfeited. 4, Receipt of All Amounts Owing. In signing this Agreement, Dr. Oliver acknowledges that he has received from Hoag all compensation payable to him from Hoag, including but not limited to all ‘wages, overtime, commissions, benefits, accrued-but-unused paid time off benefits, and any other amounts that Hoag should have paid Dr. Oliver in the past and, Hoag owes Dr. Oliver no such further compensation. Dr. Oliver further acknowledges that he was provided with all meal and rest breaks as required by law and/or applicable missed meal/rest break premium payments. Dr. Oliver further acknowledges that he has not suffered any job-related wrongs or injuries, such as any type of discrimination, for which Dr. Oliver may still be entitied to compensation or relief in the future. 5. Release of All Claims. Dr. Oliver, for himself and his agents, representatives, successors, heirs and assigns, does hereby unconditionally release and forever discharge Hoag, and all of its past and present employees, representatives, members, agents, officers, directors, advisors, attorneys, insurers, consultants, partners, divisions, sponsors, parents, subsidiaries, affiliates, assigns, successors, joint ventures, commonly-controlled corporations and related entities, and each of them (collectively, the “Released Parties”), of and from any and all claims, demands, claims for relief, actions or causes of action of any type or nature whatsoever that now exist or that may arise in the future based upon or arising out of acts or events arising on or before the date of execution of this Agreement in connection with Dr. Oliver's employment or other relationship with Released Parties or the termination thereof, including but not limited to, any and all claims or demands for unlawful discrimination, harassment or retaliation based on age, sex, race, religion, national origin or otherwise; sexual harassment; retaliation for purportedly complaining, about violations of any state, federal, or local laws; breach of any alleged contract or implied covenant of good faith and fair dealing; violation of any section of Title VII of the Civil Rights Act of 1964, the Employee Retirement Income Security Act of 1974, the Age Discrimination in Employment Act (“ADEA”), the Fair Labor Standards Act, the Equal Pay Act, the Americans with Disabilities Act, the Older Workers Benefit Protection Act, the Family Medical Leave Act, the Worker Adjustment and Retraining Notification Act, the Sarbanes-Oxley Act, the False Claims Act, the Employee Retirement Income Security ‘Act, the California Fair Employment and Housing Act, the Califomia Labor Code, statutory or common Jaw fraud, or any other claims arising under any federal, state or local law or regulation; unpaid wages, salary, overtime compensation, bonuses, commissions or other compensation of any sort or any benefits arising out of Dr. Oliver's employment or alleged employment; damages of any nature, past, present or future, including compensatory, general, liquidated, incidental, loss of financial advantage, statutory,special or punitive; emotional distress damages; or for costs, fees or other expenses, including attomeys’ fees, incurred regarding these matters. 6. Claims Not Released. This Agreement is not intended to affect, and does not affect Di Oliver's entitlement, ifany, to workers’ compensation benefits, retirement benefits, unemployment benefits ‘oF continuation coverage under COBRA or any other entitlement or claim excluded by law. 7. Age Release, This agreement is intended to comply with the Older Workers Benefit Protection Act. The general release above includes a waiver of rights and claims which Dr. Oliver may have arising under the ADEA. 4 Dr. Oliveris advised to consult with his attorney regarding his waiver of rights and claims under the ADEA. Dr. Oliver understands that by signing this release, be waives his rights or claims under the ADEA. Dr. Oliver further understands that he is not waiving rights or claims under the ADEA that may arise after the Retirement Date. b. Dr. Oliver has been afforded no less than twenty-one (21) days from receipt of this, ‘Agreement to consider whether he wishes to execute this Agreement, although Dr. Oliver may elect to waive this twenty-one day period; and ¢. Dr. Oliver has a period of seven (7) days, commencing with the day after he signs this Agreement, to revoke his waiver of any ADEA claims he may have. To revoke, Dr. Oliver must notify Jan Blue, Senior Vice President, Human Resources, Hoag Memorial Hospital Presbyterian, One Hoag Drive, Conference Center, First Floor, Newport Beach, CA 92658-6100, in writing of the revocation within the seven (7) day period. Dr. Oliver understands that this Agreement will not be effective until the seven-day period has expired without revocation. 4. Execution and Effective Date. In the event Dr. Oliver does affix his signature hereto prior to the Separation Date, then Dr. Oliver will be required to reaffirm his agreement and re-execute the Agreement on or after the Separation Date. 8. Waiver of Unknown Claims. This Agreement is intended to encompass all claims, known and unknown, foreseen and unforeseen, that Dr. Oliver may have, whether arising in tort, contract, law, equity, or whether based upon a violation of any federal, state, local or administrative statute, law, regulation or ordinance arising out of or related to facts or events occurring prior to the execution of this ‘Agreement. It is further understood that all rights under Section 1542 of the California Civil Code, and any similar state or federal law, are hereby expressly waived. Civil Code section 1542 provides as follows: Section 1542: Certain Claims Not Affected by General Release, A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release, and that, if known by him or her, would have materially affected his or her settlement with the debtor or the released party. Dr. Oliver certifies that he has read all of this Agreement, including the release provisions contained herein and the quoted Civil Code and fully understands all of the same. Dr. Oliver further understands and acknowledges that he may later discover facts different from, or in addition to, those facts now known or believed to be true with respect to any or all of the matters covered by this Agreement. Nonetheless, Dr. Oliver agrees that the releases so given herein shall be and remain in effect as full and complete releases of the respective claims, notwithstanding any such different or additional facts.9. No Other Charges. Except as permitted by law, the parties shall not bring against each other any claim or action before any state or federal agency, court or other tribunal which claim or action relates in any way to the matters released herein. 10. No Other Benefits, Except as provided herein, Dr. Oliver waives any future coverage and benefits under all other employer-sponsored benefit plans, including any short-term or long-term disability plans, flexible spending, life insurance, incentive compensation or bonus plan, retirement. All such benefits and coverage cease as of the Retirement Date, With respect to any vested benefits, if any, in any Hoag qualified retirement plan, Dr. Oliver shall retain such benefits, as determined under the official terms of the applicable benefit plan. Nothing herein shall prohibit Dr. Oliver from seeking continued coverage of healthcare benefits, if any, under the Consolidated Omnibus Budget Reconciliation Act of 1985 COBRA”). 11, Limited Restriction on Solicitation of Hoag Employees. Dr. Oliver acknowledges that in the course of his employment with Hoag, he has had access to, and knowledge of, confidential, secret and/or proprietary information or trade secrets conceming, among other things, the performance and compensation of Hoag employees, the operations of Hoag, future plans and/or business methods. Dr. Oliver further acknowledges that such confidential information is of competitive value to Hoag due, in part, to its confidential nature, and that Hoag takes reasonable steps to maintain the confidentiality of such information. Accordingly, to safeguard the confidentiality of such information as further material consideration for Hoag entering into this Agreement, Dr. Oliver agrees that for a period of twelve (12) ‘months from the Separation Date, Dr. Oliver shall not solicit or encourage any current employee of Hoag to terminate his or her employment with Hoag, if by so doing Dr. Oliver would use or cause to be used any ‘of Hoag’s Confidential or Proprietary Information. Dr. Oliver expressly acknowledges and agrees that the restrictions contained in this section are reasonably tailored to protect Hoag’s confidential information and trade secrets, are reasonable in scope, duration and all other respects. In the event any portion of this section is deemed unreasonable, the remaining portions shall remain in effect and upheld to the fullest extent possible under applicable laws. 12. Confidential/Proprietary Information. Dr. Oliver agrees that he shall treat the information, finances, documents, agreements, communications learned or received while employed by Hoag about Hoag (and the related parties released herein) as confidential (“Confidential Information”), and shall not disclose, divulge or communicate any such Confidential Information, except as provided in this Agreement, pursuant to subpoena ot upon order of any court. Dr. Oliver further agrees not to disclose trade secrets, acquired by Dr. Oliver in the course of employment with Hoag, except by court order or pursuant to subpoena, ‘The term “irade secrets” shall include, but not be limited to, information conceming Hoag and its affiliates’ methods of operation, future plans, budgets, revenues, expenses, customers, vendors, patients, ‘equipment and any and all information not disseminated to the public. Dr. Oliver agrees that any violation of this provision shall be deemed a material breach of the Agreement. Dr. Oliver further agrees that, in the event of a breach of this provision, Hoag suffer irreparable harm and, thus, will be entitled to immediate injunctive relief to enjoin such breach and for such other appropriate relief 13. Return of Hoag Property. Dr. Oliver agrees to retum to Hoag on the Separation Date all property acquired during his employment, including but not all documents and other materials (and all copies thereof) relating to the business of Hoag, all identification and access cards and keys, company provided credit cards, all contact lists and third-party business cards, computers, telephones, blackberry, ‘memory cards and the like. Dr. Oliver further agrees not to take any confidential, trade secret information of Hoag, whether in electronic, written or other form, 14, Non-Disparaement. Dr. Oliver agrees that he shall not, directly or indirectly through others, identifiably or anonymously, make any statement or engage in any conduct that has the purpose oreffect of disparaging Hoag (or the Released Parties). Nothing in this section, however, is intended to prohibit Dr. Oliver from complying with any lawful subpoena or court order or taking any other actions affirmatively authorized by law. In addition, in response to any reference inquiry, Hoag agrees to provide a neutral reference and will only verify dates of employment and job position ttl. 15, _ Confidentiality. Dr. Oliver agrees to keep confidential, except upon order of any court or ‘except as required by law, the existence and terms of this Agreement, as well as any and all allegations and claims against the entities released herein that form the basis of any and all of Dr. Oliver’s claims giving rise to this Agreement. Specifically, Dr. Oliver shall not discuss the terms of this Agreement with any other current or former employee of Employer, the media and/or any third-party, unless required by law. If asked about the claims giving rise o this Agreement or any of the terms contained herein, Dr. Oliver shall provide no other statement than s/he left Hoag’s employment on the Separation Date. Dr. Oliver may, however, discuss the terms of this Agreement with his tax advisors, medical professionals, attomeys, immediate family, or spouse, at which time the individual receiving information about the terms of this Agreement shall be informed about the existence of this confidentiality provision. Additionally, Dr. Oliver shall expressly inform any individuals receiving information about the terms of this Agreement that the ‘dual may not reveal or disclose to any third party any of Dr. Oliver's allegations or claims and/or the existence and terms of this Agreement. 16. No Re-employment. As part of the consideration for Hoag entering into this Agreement, Dr. Oliver agrees not to apply for or seek employment with Hoag and/or any facility owned, operated or iated with Hoag, at any time on or after the date of execution by Dr. Oliver of this Agreement. Dr. Oliver agrees that in the event such employment occurs in the future, this provision shall serve as good and just cause for termination of that employment. Dr. Oliver knowingly and voluntarily waives all rights she ‘may have under federal and/or state law to re-hire by, or reinstatement of, employment with Hoag and/or any facility owned, operated or affiliated with Hoag. 17. Cooperation in Investigative or Leyal Matters. Dr. Oliver agrees to fully participate in investigations and other legal matters, as reasonably requested by Released Parties, by participating in interviews, responding to questions, attending meetings, depositions, administrative proceedings and court hearings and trials, executing documents and by participating in any manner reasonably requested by Released Parties and/or their legal counsel with respect to business issues and/or investigations, claims and litigation of which Dr. Oliver has personal or corporate knowledge acquired during employment with Employer. Dr. Oliver agrees not to voluntarily communicate with any party adverse to Released Parties, ‘or with a representative, agent or legal counsel for any such party, concerning any such pending or future claims, investigations, litigation, or administrative hearing, except though legal counsel for Released Parties. Hoag will provide Dr. Oliver with legal counsel of its choosing where reasonably necessary in connection with the participation contemplated by this section. 18. Breach of Agreement. Dr. Oliver hereby acknowledges and agrees that any breach of this provision will cause damage to Hoag in an amount, or amounts, difficult to ascertain. Accordingly, in addition to any other relief to which Hoag may be entitled, it/s/he shall be entitled to injunctive relief as ‘may be ordered by any court or arbitrator of competent jurisdiction to prevent violation of this provision, 19, No Admission of Liability. This Agreement is the result of a compromise and is made for the purpose of settling disputed claims and shall not, at any time or for any purpose, constitute or be considered or deemed any admission of liability on the part of either Party hereto. 20. __ Signatories Have Authority. No Assignment, Each Party represents and warrants that such Party has the full power, capacity and authority to enter into this Agreement, that no portion of any charge, claim, right, demand, action or cause of action that either has or might have arising out of the transactions,comission or acts referred to herein has been assigned, transferred or conveyed to any third party, by way of subrogation, operation of law or otherwise, and that no other agreement, release, or settlement is necessary from any other person or entity to release and discharge completely the other Party from the claims specified above which may be held by such Party. 21. Entire Agreement. This Agreement constitutes the entire agreement between and among the Parties and supersedes any and all other agreements or understandings, either oral or written, between the Parties with respect to the subject matter hereof. Each party to this Agreement acknowledges that no representations, inducements, promises, or other agreements have been made by or on behalf of any party except those covenants, agreements and promises embodied in this Agreement. This Agreement is binding upon and shall inure to the benefit of the Parties, their respective agents, employees, representatives, officers, directors, divisions, subsidiaries, affiliates, heirs, predecessors, successors in interest, and shareholders. 22. Severability. If any term of this Agreement is declared invalid for any reason, such determination shall not affect the validity of the remainder of the Agreement. The remaining parts of this, Agreement shall remain in effect as if the Agreement had been executed without the invalid term, 23. Attorneys” Fees and Costs for Legal Proceedings. If any party to this Agreement is required to initiate proceedings to enforce any term of this Agreement, the prevailing party shall be entitled to all, reasonable attomeys’ fees and costs expended to enforce this Agreement. [AGREEMENT IS CONTINUED ON THE NEXT PAGE.|24, Counterparts, This Agreement may be executed in counterparts. All counterparts when ‘executed shall constitute one agreement binding upon all Parties notwithstanding that ail of the Parties are not a signatory to the original or the same counterpart. Dr. Oliver shall deliver the executed original signature page(s) of this Agreement to the Senior Vice President, Human Resources or the Director, Human Resources Operations, PLEASE READ CAREFULLY. BY SIGNING THIS SEVERANCE AGREEMENT AND GENERAL RELEASE, YOU WILL BE WAIVING YOUR KNOWN AND UNKNOWN CLAIMS. DATED: By: Dr. Donald Oliver, Sr HOAG MEMORIAL HOSPITAL PRESBYTERIAN paren: _//n/eey wy. LEZ Loc Printed name:_ Zi4ece 7 Prec revi be Title: Cee