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EXHIBIT 4.1
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UNIVERSAL HEALTH SERVICES, INC.
AMENDED AND RESTATED 1992 STOCK OPTION PLAN
1. PURPOSE. The purpose of the Universal Health Services, Inc. 1992 Stock
Option Plan (the "Plan") is to enable Universal Health Services, Inc. (the
"Company") and its stockholders to secure the benefits of common stock ownership
by key personnel of the Company and its subsidiaries. The Board of Directors of
the Company (the "Board") believes that the granting of options under the Plan
will foster the Company's ability to attract, retain and motivate those
individuals who will be largely responsible for the continued profitability and
long-term future growth of the Company.
2. STOCK SUBJECT TO THE PLAN. The Company may issue and sell a total of
4,000,000 shares of its Class B Common Stock, $.01 par value (the "Common
Stock"), pursuant to the Plan. Such shares may be either authorized and unissued
or held by the Company in its treasury. New options may be granted under the
Plan with respect to shares of Common Stock which are covered by the unexercised
portion of an option which has terminated or expired by its terms, by
cancellation or otherwise.
3. ADMINISTRATION. The Plan will be administered by a committee (the
"Committee") consisting of at least two directors appointed by and serving at
the pleasure of the Board. If a Committee is not so established, the Board will
perform the duties and functions ascribed herein to the Committee. To the extent
required by the applicable provisions of Rule 16(b)-3 under the Securities
Exchange Act of 1934, no member of the Committee shall have received an option
under the Plan or any other plan within one year before his or her appointment
or such other period as may be prescribed by said Rule. Subject to the
provisions of the Plan, the Committee, acting in its sole and absolute
discretion, will have full power and authority to grant options under the Plan,
to interpret the provisions of the Plan and option agreements made under the
Plan, to supervise the administration of the Plan, and to take such other action
as may be necessary or desirable in order to carry out the provisions of the
Plan. A majority of the members of the Committee will constitute a quorum. The
Committee may act by the vote of a majority of its members present at a meeting
at which there is a quorum or by unanimous written consent. The decision of the
Committee as to any disputed question, including questions of construction,
interpretation and administration, will be final and conclusive on all persons.
The Committee will keep a record of its proceedings and acts and will keep or
caused to be kept such books and records as may be necessary in connection with
the proper administration of the Plan.
4. ELIGIBILITY. Options may be granted under the Plan to present or
future key employees of the Company or a subsidiary of the Company (a
"Subsidiary") within the meaning of Section 424(f) of the Internal Revenue Code
of 1986 (the "Code"), and to consultants to the Company or a Subsidiary who are
not employees. Options may also be
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granted to directors of the Company or a Subsidiary who are also employees of or
consultants to the Company and/or a Subsidiary. Subject to the provisions of the
Plan, the Committee may from time to time select the persons to whom options
will be granted, and will fix the number of shares covered by each such option
and establish the terms and conditions thereof (including, without limitation,
exercise price and restrictions on exercisability of the option or on the shares
of Common Stock issued upon exercise thereof). Notwithstanding anything to the
contrary contained herein no person may receive grants of options to purchase
more than 200,000 shares in any one calendar year.
5. TERMS AND CONDITIONS OF OPTIONS. Each option granted under the Plan
will be evidenced by a written agreement in a form approved by the Committee.
Each such option will be subject to the terms and conditions set forth in this
paragraph and such additional terms and conditions not inconsistent with the
Plan as the Committee deems appropriate.
(a) OPTION PERIOD. The period during which an option may be exercised will
be fixed by the Committee and will not exceed 10 years from the date the
option is granted.
(b) EXERCISE OF OPTIONS. An option may be exercised by transmitting to the
Company (1) a written notice specifying the number of shares to be
purchased, and (2) payment of the exercise price (or, if applicable,
delivery of a secured obligation therefor), together with the amount, if
any, deemed necessary by the Committee to enable the Company to satisfy its
income tax withholding obligations with respect to such exercise (unless
other arrangements acceptable to the Company are made with respect to the
satisfaction of such withholding obligations).
(c) PAYMENT OF EXERCISE PRICE. The purchase price of shares of Common
Stock acquired pursuant to the exercise of an option granted under the Plan
may be paid in cash and/or such other form of payment as may be permitted
under the option agreement, including, without limitation, previously owned
shares of Common Stock. The Committee may permit the payment of all or a
portion of the purchase price in installments (together with interest) over
a period of not more than 5 years.
(d) RIGHTS AS A STOCKHOLDER. No shares of Common Stock will be issued in
respect of the exercise of an option granted under the Plan until full
payment therefor has been made (and/or provided for where all or a portion
of the purchase price is being paid in installments). The holder of an
option will have no rights as a stockholder with respect to any shares
covered by an option until the date a stock certificate for such shares is
issued to him or her. Except as otherwise provided herein, no adjustments
shall be made for dividends or distributions of other rights for which the
record date is prior to the date such stock certificate is issued.
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(e) NONTRANSFERABILITY OF OPTIONS. No option granted under the Plan may be
assigned or transferred except by will or by the applicable laws of descent
and distribution; and each such option may be exercised during the
optionee's lifetime only by the optionee.
(f) TERMINATION OF EMPLOYMENT OR OTHER SERVICE. Unless otherwise provided
by the Committee in its sole discretion, if an optionee ceases to be
employed by or to perform services for the Company and any Subsidiary for
any reason other than death or disability (defined below), then each
outstanding option granted to him or her under the Plan will terminate on
the date of termination of employment or service (or, if earlier, the date
specified in the option agreement). Unless otherwise provided by the
Committee in its sole discretion, if an optionee's employment or service is
terminated by reason of the optionee's death or disability (or if the
optionee's employment or service is terminated by reason of his or her
disability and the optionee dies within one year after such termination of
employment or service), then each outstanding option granted to the
optionee under the Plan will terminate on the date one year after the date
of such termination of employment or service (or one year after the later
death of a disabled optionee) or, if earlier, the date specified in the
option agreement. For purposes hereof, the term "disability" means the
inability of an optionee to perform the customary duties of his or her
employment or other service for the Company or a Subsidiary by reason of a
physical or mental incapacity which is expected to result in death or be of
indefinite duration.
(g) OTHER PROVISIONS. The Committee may impose such other conditions with
respect to the exercise of options, including, without limitation, any
conditions relating to the application of federal or state securities laws,
as it may deem necessary or advisable.
6. CAPITAL CHANGES, REORGANIZATION, SALE.
(a) ADJUSTMENTS UPON CHANGES IN CAPITALIZATION. The aggregate number and
class of shares for which options may be granted under the Plan, the
maximum number of shares for which options may be granted to any person in
any one calendar year, the number and class of shares covered by each
outstanding option and the exercise price per share shall all be adjusted
proportionately for any increase or decrease in the number of issued shares
of Common Stock resulting from a split-up or consolidation of shares or any
like capital adjustment, or the payment of any stock dividend.
(b) CASH, STOCK OR OTHER PROPERTY FOR STOCK. Except as provided in
subparagraph (c) below, upon a merger (other than a merger of the Company
in which the holders of Common Stock immediately prior to the merger have
the same proportionate ownership of Common Stock in the surviving
corporation immediately after the merger), consolidation, acquisition of
property or stock, separation, reorganization (other than a mere
reincorporating or the creation of a
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holding company) or liquidation of the Company, as a result of which the
Stockholders of the Company receive cash, stock or other property in
exchange for or in connection with their shares of Common Stock, any option
granted hereunder shall terminate, but the optionee shall have the right
immediately prior to any such merger, consolidation, acquisition of
property or stock, separation, reorganization or liquidation to exercise
his or her option in whole or in part to the extent permitted by the option
agreement, and, if the Committee in its sole discretion shall determine,
may exercise the option whether or not the vesting requirements set forth
in the option agreement have been satisfied
(c) CONVERSION OF OPTIONS ON STOCK FOR STOCK EXCHANGE. If the Stockholders
of the Company receive capital stock of another corporation ("Exchange
Stock") in exchange for their shares of Common Stock in any transaction
involving a merger (other than a merger of the Company in which the holders
of Common Stock immediately prior to the merger have the same proportionate
ownership of Common Stock in the surviving corporation immediately after
the merger), consolidation, acquisition of property or stock, separation or
reorganization (other than a mere reincorporation or the creation of a
holding company), all options granted hereunder shall be converted into
options to purchase shares of Exchange Stock unless the Company and the
corporation issuing the Exchange Stock, in their sole discretion, determine
that any or all such options granted hereunder shall not be converted into
options to purchase shares of Exchange Stock but instead shall terminate in
accordance with the provisions of subparagraph (b) above. The amount and
price of converted options shall be determined by adjusting the amount and
price of the options granted hereunder in the same proportion as used for
determining the number of shares of Exchange Stock the holders of the
Common Stock receive in such merger, consolidation, acquisition of property
or stock, separation or reorganization. The Board shall determine in its
sole discretion if the converted options shall be fully vested whether or
not the vesting requirements set forth in the option agreement have been
satisfied.
(d) FRACTIONAL SHARES. In the event of any adjustment in the number of
shares covered by any option pursuant to the provisions hereof, any
fractional shares resulting from such adjustment will be disregarded and
each such option will cover only the number of full shares resulting from
the adjustment.
(e) DETERMINATION OF BOARD TO BE FINAL. All adjustments under this
paragraph 6 shall be made by the Board, and its determination as to what
adjustments shall be made, and the extent thereof, shall be final, binding
and conclusive.
7. AMENDMENT AND TERMINATION OF THE PLAN. The Board may amend or
terminate the Plan. Except as otherwise provided in the Plan with respect to
equity changes, any amendment which would increase the aggregate number of
shares of Common Stock as to which options may be granted under the Plan,
materially increase
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the benefits under the Plan, or modify the class of persons eligible to receive
options under the Plan shall be subject to the approval of the Stockholders of
the Company. No amendment or termination may affect adversely any outstanding
option without the written consent of the optionee.
8. NO RIGHTS CONFERRED. Nothing contained herein will be deemed to give
any individual any right to receive an option under the Plan or to be retained
in the employee or service of the Company or any Subsidiary.
9. GOVERNING LAW. The Plan and each option agreement shall be governed by
the laws of the State of Delaware.
10. STOCKHOLDER APPROVAL; TERM OF THE PLAN. The Plan was adopted by the
Board on July 15, 1992 and amended on September 28, 1999, subject to the
approval of the Amendment by the Stockholders of the Company. The Plan will
terminate on July 15, 2002, unless sooner terminated by the Board. The rights of
optionees under options outstanding at the time of the termination of the Plan
shall not be affected solely by reason of the termination and shall continue in
accordance with the terms of the option (as then in effect or thereafter
amended).
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