FIRST AMENDMENT TO THE
OMEGA HEALTHCARE INVESTORS, INC.
1993 STOCK OPTION AND RESTRICTED STOCK PLAN
AS AMENDED AND RESTATED DECEMBER 19, 1997
THIS FIRST AMENDMENT is made as of March 22, 2000, by Omega Healthcare
Investors, Inc., a Maryland corporation (the "Corporation").
WHEREAS, the Corporation maintains the Omega Healthcare Investors,
Inc. Stock Option and Restricted Stock Plan As Amended and Restated December 19,
1997 (the "Plan"); and
WHEREAS, the Corporation desires to amend the Plan to modify the
definition of change of control and the vesting provisions for stock options and
restricted stock awards.
NOW, THEREFORE, BE IT RESOLVED, that the Corporation does hereby amend
the Plan as follows:
1. By adding the following new subsection (o) to Section 2 of the Plan:
(o) "Performance-Based Restricted Stock. This term shall mean
those shares of Restricted Stock granted to executive officers of the
Company on February 10, 2000."
2. By deleting the existing Section 8(a) of the Plan and substituting
therefor the following new Section 8(a):
"(a) Certain Terms. Subject to Section 19 hereof, the shares
of Restricted Stock granted to a Grantee shall be released to him in
accordance with such schedule as the Plan Committee, in its sole
discretion, shall determine at the time of grant. All shares of
Restricted Stock shall be fully released not later than ten (10) years
from the date of grant. Except for normal retirement, or pursuant to
the terms of the written agreement with a non-employee director, the
Grantee shall have no vested interest in the unreleased stock of any
grant in the event of his termination with the Corporation for any
reason (unless the Plan Committee, in its sole discretion, decides to
terminate the forfeiture restriction following the termination of
employment of such Grantee and accelerate the release of the shares of
Restricted Stock in accordance with Section 19 of the Plan) and the
unreleased stock certificates shall be canceled. During the Grantee's
continued employment or affiliation, however, he shall have the right
to vote all shares and to receive all dividends as though all shares
granted were his without restrictions."
3. By deleting the third paragraph of Section 19 of the Plan and
substituting therefor the following new third paragraph:
"Notwithstanding the preceding two paragraphs or any other
provision of this Plan, in the event of a Change of Control, as
hereinafter defined, all Restricted Stock granted under the Plan (other
than Performance-Based Restricted Stock) which has not previously been
forfeited shall immediately vest as of the effective date of the Change
of Control and all Stock Options granted under the Plan which have not
previously been forfeited shall be immediately vested and exercisable
in full as of the effective date of the Change of Control. For purposes
of this Plan, `Change of Control' shall mean the occurrence of any of
the following events:
(a) a change in control of the Corporation of a
nature that would be required to be reported in response to
Item 6(e) of Schedule 14A, Regulation 240, 14a-101,
promulgated under the Securities Exchange Act of 1934 (the
"Exchange Act") as in effect on the date hereof, or, if Item
6(e) is no longer in effect, any regulation issued by the
Securities Exchange Commission pursuant to the Exchange Act
which serves similar purposes;
(b) any "Person" (as defined in Section 3(a)(9) of
the Exchange Act as modified and used in Sections 13(d) and
14(d) of the Exchange Act), is or becomes the "beneficial
owner" (as defined in Rule 13d-3 of the Exchange Act),
directly or indirectly, of equity securities of the
Corporation representing more than fifty percent (50%) of the
combined voting power or value of the surviving entity's then
outstanding voting equity securities;
(c) during any period of not more than two (2)
consecutive years, not including any period prior to the
Effective Date, individuals who at the beginning of such
period constitute the Board (the `Incumbent Directors'), cease
for any reason to constitute at least a majority thereof;
provided, however, that any director who was not a director as
of the Effective Date shall be deemed to be Incumbent Director
if that director was elected to such board of directors on the
recommendation of or with the approval of, at least two-thirds
(2/3) of the directors who then qualified as Incumbent
Directors; and provided further that no director whose initial
assumption of office is in connection with an actual or
threatened election contest relating to the election of
directors shall be deemed to be an Incumbent Director;
(d) the approval by the shareholders of the
Corporation of a merger, consolidation, share exchange or
other reorganization in which the shareholders of the
Corporation immediately prior to the transaction do not own
equity securities of the surviving entity representing at
least fifty percent (50%)of the combined voting power or value
of the surviving entity's then outstanding voting securities
immediately after the transaction;
(e) the sale or transfer of more than fifty percent
(50%) of the value of the assets of the Corporation, in a
single transaction, in a series of related transactions, or in
a series of transactions over any one year period; or
(f) a dissolution or liquidation of the Corporation.
Notwithstanding any other provision of the Plan or any applicable
agreement documenting an award under the Plan, in the event of a termination of
a Grantee's or Optionee's employment, other than a termination for cause (as
defined in Section 15 of the Plan), the Plan Committee may accelerate the
vesting of any shares of Restricted Stock or Stock Option granted under the
Plan."
4. By deleting the existing second paragraph of Section 20 of the Plan
in its entirety.
Except as specifically amended hereby, the remaining provisions of the
Plan shall remain in full force and effect as prior to the adoption of this
First Amendment.
IN WITNESS WHEREOF, the Corporation has caused this First Amendment to
be executed, effective as of the date first above written.
ATTEST: OMEGA HEALTHCARE INVESTORS, INC.
By: /s/ Susan A. Kovach By: /s/ Essel W. Bailey, Jr.
------------------- ------------------------
Title: Corporate Secretary Title: Chief Executive Officer