CYH Community Health Systems Inc

On February 19, 2020, the Board of Directors (the “Board”) of Community Health Systems, Inc. (the “Company”), upon recommendation of the Compensation Committee of the Board (the “Compensation Committee”), met and approved the following compensation arrangements for 2020 for the Company’s named executive officers, as reflected in the Company’s definitive proxy statement for its 2019 annual meeting of stockholders (other than Thomas J. Aaron, the Company’s former Executive Vice President and Chief Financial Officer who retired on December 31, 2019, and P. Paul Smith, the Company’s former Division President, who resigned during 2019), along with Kevin J. Hammons, who was the Company’s Senior Vice President, Assistant Chief Financial Officer and Treasurer during 2019 and became Executive Vice President and Chief Financial Officer, effective January 1, 2020, upon Mr. Aaron’s retirement, as well as Lynn T. Simon, M.D., the Company’s President of Clinical Operations and Chief Medical Officer, who is expected to be included as a named executive officer in the Company’s definitive proxy statement for its 2020 annual meeting of stockholders (collectively, the “Applicable Executive Officers”).

In addition, each Applicable Executive Officer will have the opportunity to achieve an additional percentage of his or her base salary for the attainment of specific non-financial performance improvements up to a maximum of an additional 40% for Mr. Smith; 25% for Mr. Hammons and Mr. Hingtgen; and 10% for Dr. Simon and Mr. Fordham. Each Applicable Executive Officer will also have the opportunity to achieve an additional percentage of his or her base salary for overachievement of Company-level goals up to a maximum of an additional 35% for Mr. Smith and Mr. Hingtgen, and an additional 25% for Mr. Hammons, Mr. Fordham and Dr. Simon.

The payments made to the Company’s 2019 named executive officers under the Cash Incentive Plan in respect of fiscal 2019 incentive compensation targets will be set forth in the definitive proxy statement to be filed by the Company in connection with the Company’s 2020 annual meeting of stockholders.

In addition to the annual long-term incentive awards reflected above, the Board also approved a special award of 200,000 non-qualified stock options for Mr. Hingtgen effective March 1, 2020. This award is intended to support the Company’s strategic succession planning process and further align Mr. Hingtgen’s overall compensation with increases in stockholder value.

The number of performance-based restricted shares granted to each Applicable Executive Officer is subject to the attainment of certain performance objectives during the three-year period beginning January 1, 2020 and ending December 31, 2022, with the ultimate number of shares vesting in respect of such awards after such three-year period ranging from 0% to 200% of the shares set forth above based on the level of achievement of such performance objectives.

Both the non-qualified stock options (including the special award to Mr. Hingtgen noted above) and the time-vesting restricted stock vest ratably over three years, beginning on the first anniversary of the grant date.