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IASIS HEALTHCARE CORPORATION
2000 STOCK OPTION PLAN
1. Purpose; Types of Awards; Construction.
The purpose of the IASIS Healthcare Corporation 2000 Stock Option Plan
(the "Plan") is to afford an incentive to selected directors, officers,
employees and consultants of IASIS Healthcare Corporation (the "Company"), or
any Subsidiary which now exists or hereafter is organized or acquired, to
acquire a proprietary interest in the Company, to continue as directors,
officers, employees or consultants, to increase their efforts on behalf of the
Company and to promote the success of the Company's business through the grant
of options ("Options") pursuant to Section 6 hereof, which Options may be
non-qualified stock options or "incentive stock options" in accordance with
Section 422 of the Code. The Plan is intended to satisfy the requirements of
Rule 16b-3 promulgated under Section 16 of the Exchange Act and Section 162(m)
of the Code and shall be interpreted in a manner consistent with the
requirements thereof.
2. Definitions.
For purposes of the Plan, the following terms shall be defined as set
forth below:
(a) "affiliate" means any Person that directly or indirectly
controls, is controlled by, or is under common control with, another Person.
(b) "Beneficiary" means the person, persons, trust or trusts which
have been designated by an Optionee in his or her most recent written
beneficiary designation filed with the Company to receive the benefits specified
under the Plan upon his or her death, or, if there is no designated Beneficiary
or surviving designated Beneficiary, then the person, persons, trust or trusts
entitled by will or the laws of descent and distribution to receive such
benefits.
(c) "Board" means the Board of Directors of the Company.
(d) "Cause" means the determination, in good faith, by the Board,
after notice to the Optionee and a reasonable opportunity to cure, that one or
more of the following events has occurred: (i) any failure by the Optionee to
perform his or her material duties in a reasonably satisfactory manner after
reasonable notice and opportunity to cure; (ii) any reckless or grossly
negligent act by the Optionee having the effect of injuring the interest,
business or reputation of the Company, or any of its Subsidiaries or affiliates
in any material respect; (iii) the Optionee's commission of any felony
(including entry of a nolo contendere plea); or (iv) any misappropriation or
embezzlement by the Optionee of the property of the Company, or any of its
Subsidiaries or affiliates; provided, however, that with respect to any Optionee
who is party to an employment agreement with the
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Company, "cause" shall have the meaning ascribed to such term in such employment
agreement.
(e) "Code" means the Internal Revenue Code of 1986, as amended
from time to time.
(f) "Committee" means the committee established by the Board to
administer the Plan, the composition of which shall at all times satisfy the
provisions of Rule 16b-3 and Section 162(m).
(g) "Disability" means the Optionee's inability to perform his or
her duties by reason of physical or mental illness or accident for any one
hundred and twenty consecutive day period.
(h) "Company" means IASIS Healthcare Corporation, a corporation
organized under the laws of the State of Delaware, or any successor corporation.
(i) "Exchange Act" means the Securities Exchange Act of 1934, as
amended from time to time, and as now or hereafter construed, interpreted and
applied by regulations, rulings and cases.
(j) "Fair Market Value" means, with respect to Stock or other
property, the fair market value of such Stock or other property determined by
such methods or procedures as shall be established from time to time by the
Committee. The per share Fair Market Value of Stock as of a particular date
shall mean (i) the closing sales price per share of Stock on the national
securities exchange on which the Stock is principally traded, for the last
preceding date on which there was a sale of such Stock on such exchange, or (ii)
if the shares of Stock are then traded in an over-the-counter market, the
average of the closing bid and asked prices for the shares of Stock in such
over-the-counter market for the last preceding date on which there was a sale of
such Stock in such market, or (iii) if the shares of Stock are not then listed
on a national securities exchange or traded in an over-the-counter market, such
value as the Committee, in its good faith discretion, shall determine.
(k) "Incentive Stock Option" means any Option intended to be and
designated as an incentive stock option within the meaning of Section 422 of the
Code.
(l) "Non-Qualified Stock Option" means any Option that is
designated as a non-qualified stock option.
(m) "Option" means a right, granted to an Optionee under Section
6, to purchase shares of Stock. An Option may be either an Incentive Stock
Option or a Non-Qualified Stock Option provided that Incentive Stock Options may
be granted only to employees of the Company or a Subsidiary.
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(n) "Option Agreement" means any written agreement, contract, or
other instrument or document evidencing an Option.
(o) "Optionee" means a person who, as a director, officer,
employee or consultant of the Company or any Subsidiary, has been granted an
Option under the Plan.
(p) "Person" has the meaning ascribed to it in Section 13(d)(3) or
14(d)(2) of the Exchange Act.
(q) "Plan" means this IASIS Healthcare Corporation 2000 Stock
Option Plan, as amended from time to time.
(r) "Rule 16b-3" means Rules 16b-3, as from time to time in effect
promulgated by the Securities and Exchange Commission under Section 16 of the
Exchange Act, including any successor to such Rule.
(s) "Section 162(m)" means Section 162(m) of the Code and the
regulations promulgated thereto, as amended from time to time, including any
successor to such Section.
(t) "Securities Act" means the Securities Act of 1933, as amended
from time to time, and as now or hereafter construed, interpreted and applied by
regulations, rulings and cases.
(u) "Stock" means shares of the common stock, par value $.01 per
share, of the Company.
(v) "Subsidiary" means any corporation in an unbroken chain of
corporations beginning with the Company if, at the time of granting of an
Option, each of the corporations (other than the last corporation in the
unbroken chain) owns stock possessing 50% or more of the total combined voting
power of all classes of stock in one of the other corporations in the chain.
(w) "Ten Percent Stockholder" means an Optionee who, at the time
an Incentive Stock Option is granted, owns Stock possessing more than ten
percent (10%) of the total combined voting power of all classes of capital stock
of the Company.
(x) "Triggering Event" means the issuance, in a single transaction
or series of related transactions, of no less than one million five hundred
thousand (1,500,000) shares of Common Stock in exchange for non-cash
consideration.
3. Administration.
The Plan shall be administered by the Committee. The Committee shall
have the authority, in its reasonable discretion, subject to and not
inconsistent with the express provisions of the Plan, to administer the Plan and
to exercise all the powers and
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authorities either specifically granted to it under the Plan or as may be
reasonably necessary or advisable in the administration of the Plan, including,
without limitation, the authority to grant Options; subject to the provisions of
Section 4 hereof, to determine the persons to whom and the time or times at
which Options shall be granted; to determine the type and number of Options to
be granted, the number of shares of Stock to which an Option may relate and the
terms, conditions, restrictions and performance criteria relating to any Option;
and to determine whether, to what extent, and under what circumstances an Option
may be settled, cancelled, forfeited, exchanged, or surrendered; to make
adjustments in the terms and conditions of, and the criteria and performance
objectives (if any) included in, Options in recognition of unusual or
non-recurring events affecting the Company or any Subsidiary or affiliate
thereof or the financial statements of the Company or any Subsidiary or
affiliate thereof, or in response to changes in applicable laws, regulations, or
accounting principles; to construe and interpret the Plan and any Option; to
prescribe, amend and rescind rules and regulations relating to the Plan; to
determine the terms and provisions of the Option Agreements (which need not be
identical for each Optionee); and to make all other determinations deemed
necessary or advisable for the administration of the Plan; provided, however,
that no such amendment, modification or adjustment shall adversely affect any
then outstanding Option without the prior written consent of the holder thereof.
The Committee may appoint a chairperson and a secretary and may make
such rules and regulations for the conduct of its business as it shall deem
advisable. All determinations of the Committee shall be made by a majority of
its members either present in person or participating by conference telephone at
a meeting or by written consent. The Committee may delegate to one or more of
its members or to one or more agents such administrative duties as it may deem
advisable, and the Committee or any person to whom it has delegated duties as
aforesaid may employ one or more persons to render advice with respect to any
responsibility the Committee or such person may have under the Plan. All
decisions, determinations and interpretations of the Committee shall be final
and binding on all persons, including the Company, and any Subsidiary, affiliate
thereof or Optionee (or any person claiming any rights under the Plan from or
through any Optionee) and any stockholder of the Company.
No member of the Board or Committee shall be liable for any action
taken or determination made in good faith with respect to the Plan or any Option
granted hereunder and the members of the Board, the Committee and such employees
shall be entitled to indemnification and reimbursement by the Company to the
maximum extent permitted by law in respect of any claim, loss, damage or expense
(including attorney's fees) arising from the acts, omissions and conduct in
their official capacity with respect to the Plan (other than acts of willful
misconduct).
4. Eligibility.
Options may be granted to selected directors, officers, employees or
consultants of the Company and its present or future Subsidiaries in the
discretion of the Committee. In determining the persons to whom Options shall be
granted, the Committee shall take
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into account such factors as the Committee shall deem relevant in connection
with accomplishing the purposes of the Plan; provided, however, that no person
shall be granted an Incentive Stock Option unless he or she is an employee of
the Company or a Subsidiary at the time the Incentive Stock Option is granted.
5. Stock Subject to the Plan.
The maximum number of shares of Stock reserved for the grant of Options
under the Plan shall be 686,566, subject to adjustment as provided herein;
provided, however, that the maximum number of allotted shares of Stock that any
Optionee may receive during the term of the Plan may not exceed 350,000, subject
to adjustment as provided herein. Such shares of Stock may, in whole or in part,
be authorized but unissued shares or shares that shall have been or may be
reacquired by the Company in the open market, in private transactions or
otherwise. If any shares of Stock subject to an Option are forfeited, cancelled,
exchanged or surrendered or if an Option otherwise terminates or expires without
a distribution of shares of Stock to the Optionee, the shares of Stock with
respect to such Option shall, to the extent of any such forfeiture,
cancellation, exchange, surrender, termination or expiration, again be available
for Options under the Plan.
In the event that any dividend or other distribution (whether in the
form of cash, Stock, or other property), Stock split, reverse split,
reorganization, merger, consolidation, spin-off or other similar corporate
transaction or event occurs after the date hereof, which the Committee, in its
reasonable discretion, determines affects the Stock such that an adjustment is
appropriate in order to prevent dilution or enlargement of the rights of
Optionees under the Plan, then the Committee shall make such equitable changes
or adjustments as it deems necessary or appropriate to (a) the number and kind
of shares which may thereafter be issued in respect of outstanding Options and
(b) the exercise price relating to such Options; provided, that, with respect to
Incentive Stock Options, such adjustment shall be made in accordance with the
provisions of Section 424(h) of the Code (or any successor thereto).
6. Terms of Options.
Options may be granted on such terms as may be determined by the Commit
tee in its sole discretion, provided that such terms and conditions are
consistent with the following:
(a) Type of Option. The Option Agreement evidencing the grant of
an Option under the Plan shall designate the Option as an Incentive Stock Option
or a Non-Qualified Stock Option.
(b) Exercise Price. The exercise price per share of Stock
purchasable under an Option shall be determined by the Committee; provided,
however, that in the case of an Incentive Stock Option, such exercise price
shall be not less than the Fair Market Value of a share of Stock on the date of
grant of such Option.
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(c) Payment. The exercise price for Stock subject to the Plan
shall be paid in a manner set forth in an Option Agreement.
(d) Term of Options. An Option granted under the Plan shall expire
no later than ten (10) years from the date of grant.
(e) Other Provisions. Options may be subject to such other
conditions as may be prescribed by the Committee in its good faith discretion or
as may be required by applicable law.
(f) Incentive Stock Options. Options granted as Incentive Stock
Options shall be subject to the following special terms and conditions, in
addition to the general terms and conditions specified herein, including the
following:
(i) Value of Stock. The aggregate Fair Market
Value (deter mined as of the date the Incentive Stock Options are granted) of
the shares of Stock with respect to which the Incentive Stock Options granted
under this Plan and all other plans of the Company become exercisable for the
first time by each Optionee during any calendar year shall not exceed $100,000.
Any Incentive Stock Options granted in excess of such limitation shall be
treated for all purposes as Non-Qualified Stock Options.
(ii) Ten Percent Stockholder. In the case of an
Incentive Stock Option granted to a Ten Percent Stockholder, (x) the exercise
price shall not be less than one hundred ten percent (110%) of the Fair Market
Value of the shares of Stock on the date of grant of such Incentive Stock
Option, and (y) the exercise period shall not exceed five (5) years from the
date of grant of such Incentive Stock Option.
7. General Provisions.
(a) Compliance with Local and Exchange Requirements. The
Plan, the granting and exercising of Options thereunder, and the other
obligations of the Company under the Plan and any Option Agreement or other
agreement shall be subject to, and the Company shall take all reasonable steps
to comply with, all applicable federal and state laws, rules and regulations,
and to such approvals by any regulatory or governmental agency as may be
required. The Company, in its reasonable discretion, may postpone the issuance
or delivery of Stock under any Option until completion of such stock exchange
listing or registration or qualification of such Stock or other required action
under any state, federal or foreign law, rule or regulation as the Company may
consider appropriate, and may require any Optionee to make such representations
and furnish such information as it may consider appropriate in connection with
the issuance or delivery of Stock in compliance with applicable laws, rules and
regulations.
(b) Nontransferability of Options. Options shall not be
transferable by an Optionee except by will or the laws of descent and
distribution, and shall be exercisable during the lifetime of an Optionee only
by such Optionee or his or her
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guardian or legal representative and after the death of an Optionee, by his or
her Beneficiaries.
(c) No Right to Continued Employment, etc. Nothing in the
Plan or in any Option granted or any Option Agreement or other agreement entered
into pursuant hereto shall be construed as a contract of employment with any
Optionee or confer upon any Optionee the right to continue in the employ of the
Company, any Subsidiary or any affiliate thereof or to be entitled to any
remuneration or benefits not set forth in the Plan or such Option Agreement or
other agreement or to interfere with or limit in any way the right of the
Company or any such Subsidiary or affiliate thereof to terminate such Optionee's
employment.
(d) Taxes. The Company or any Subsidiary or affiliate
thereof is authorized to withhold from any payment relating to an Option under
the Plan, including from a distribution of Stock, or any other payment to an
Optionee, amounts of withhold ing and other taxes due in connection with any
transaction involving an Option, and to take such other action as the Committee
may deem advisable to enable the Company and Optionees to satisfy obligations
for the payment of withholding taxes and other tax obligations relating to any
Option. This authority shall include authority to withhold or receive Stock or
other property and to make cash payments in respect thereof in satisfaction of
an Optionee's tax obligations. Stock shall not be withheld in excess of the
minimum amount necessary to fulfill the prescribed withholding requirement.
(e) Stockholder Approval; Amendment and Termination. The
Plan shall take effect on the date hereof but the Plan (and any grants of
Options made prior to the stockholder approval mentioned herein) shall be
subject to the requisite approval of the stockholders of the Company, which
approval must occur within twelve (12) months of the date that the Plan is
adopted by the Board. In the event that the stockholders of the Company do not
ratify the Plan, then upon such event the Plan and all rights hereunder shall
immediately terminate and no Optionee (or any permitted transferee thereof)
shall have any remaining rights under the Plan or any Option Agreement entered
into in connection herewith.
(f) Amendment and Termination of the Plan. The Board may
at any time and from time to time alter, amend, suspend, or terminate the Plan
in whole or in part, subject to the approval of the Company's stockholders to
the extent deemed necessary by counsel to meet the requirements of applicable
law. Notwithstanding the foregoing, no amendment shall affect adversely any of
the rights of any Optionee, without such Optionee's prior written consent, under
any Option previously granted under the Plan. Unless earlier terminated by the
Board pursuant to the provisions of the Plan, the power to grant Options under
the Plan will automatically terminate ten years after the adoption of the Plan
by the Board. If the Plan is terminated, any unexercised Option shall continue
to be exercisable in accordance with its terms and the terms of the Plan in
effect immediately prior to such termination.
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(g) No Rights to Options; No Stockholder Rights. No
Optionee shall have any claim to be granted any Option under the Plan, and there
is no obligation for uniformity of treatment of Optionees. Except as provided
specifically herein, an Optionee or a transferee of an Option shall have no
rights as a stockholder with respect to any shares of Stock covered by the
Option until the date of the issuance of a stock certificate to him or her for
such shares of Stock.
(h) No Fractional Shares. No fractional shares of Stock
shall be issued or delivered pursuant to the Plan or any Option. The Committee
shall determine whether cash, other Options, or other property shall be issued
or paid in lieu of such fractional shares.
(i) Unfunded Status of Awards. The Plan is intended to
constitute an "unfunded" plan for incentive and deferred compensation. With
respect to any payments not yet made to an Optionee pursuant to a grant of
Options, nothing contained in the Plan or any Option shall give any such
Optionee any rights that are greater than those of a general creditor of the
Company.
(j) Governing Law. The Plan and all determinations made
and actions taken pursuant hereto shall be governed by the laws of the State of
Delaware without giving effect to the conflict of laws principles thereof.
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