EXHIBIT 10.1
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AMENDMENT TO THE AMERICAN ONCOLOGY RESOURCES, INC.
1993 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
The Board of Directors of the Company adopted the American Oncology
Resources, Inc. 1993 Non-Employee Director Stock Option Plan (the "Plan") in
June 1993 and the Company's Stockholders approved the Plan in February 1994.
Subject to the provisions of the Plan, the Board retained the right to amend the
Plan. On March 22, 1996, the Board determined that the Plan be amended as
follows, subject to, and to be effective upon, approval by the Company's
Stockholders. At the annual meeting of Stockholders on May 9, 1996, the
Stockholders of the Company approved the Plan. Capitalized terms not otherwise
defined in this First Amendment to the Plan have the meanings assigned thereto
in the Plan.
The Plan is hereby amended as follows:
A. The definition of "Eligible Director" in Section II(a)(9) of the Plan is
hereby amended to read in its entirety as follows:
(9) "Eligible Director" means a person who as of any applicable date
(i) is a member of the Board, (ii) is not an officer of the
Company or any subsidiary of the Company and (iii) is not a full-
time employee of the Company or any of its subsidiaries.
B. Section III of the Plan is hereby amended to read in its entirety as
follows:
III. GRANTS OF STOCK OPTIONS; OPTION PRICE; VESTING SCHEDULE
(a) Options will be granted only to individuals who are Eligible
Directors of the Company. On the date of each annual meeting of
stockholders of the Company after January 1, 1996, each Eligible
Director elected at such annual meeting shall receive, without the
exercise of the discretion of any person or persons, an option to
purchase 1,000 shares. All Options granted under the Plan shall be at
the Option price set forth in the following subsection (b), shall be
subject to adjustment as provided in Section VII and to the terms and
conditions set forth in Section VIII and shall vest in the manner set
forth in the following subsection (c). All options granted under the
Plan shall be evidenced by a written option agreement.
(b) The purchase price of Shares issued under each Option shall be the
Fair Market Value of Shares subject to the Option on the date the
Option is granted.
(c) Except to the extent otherwise provided herein, each Option
granted under subsection (a) above shall vest and be exercisable as to
all of the Shares covered thereby six months after the effective date
of the grant of such Option.
C. Section VII(b) of the Plan is hereby amended to read in its entirety as
follows:
(b) If the Company shall effect a subdivision or consolidation of
shares or other capital readjustment, the payment of a stock dividend,
or other increase or reduction of the number of shares of Common Stock
outstanding, without receiving compensation therefor in money,
services or property, then (a) the number and per share price of
shares of Common Stock to be granted pursuant to annual grants in
subsection III(a) hereof shall be appropriately adjusted in such a
manner as to entitle a Participant to receive options to purchase the
same total number of shares as he would have received had he or she
been granted such option immediately prior to the event requiring the
adjustment; (b) the number and per share price of shares of Common
Stock subject to outstanding Stock Options hereunder shall be
appropriately adjusted in such a manner as to entitle a Participant to
receive upon exercise of a Stock Option, for the same aggregate cash
consideration, the same total number of shares as he would have
received had he or she exercised his or her Stock Option in full
immediately prior to the event requiring the adjustment; and (c) the
number of shares then reserved for issuance under the Plan shall be
adjusted by substituting for the total number of shares of Common
Stock then reserved that number of shares of Common Stock that would
have been received by the owner of an equal number of outstanding
shares of Common Stock as the result of the event requiring the
adjustment.