EXHIBIT 10.25
IASIS HEALTHCARE CORPORATION
2004 STOCK OPTION PLAN
(ADOPTED ________, 2004)
1. PURPOSE OF THE PLAN
The purpose of the IASIS Healthcare Corporation (the "Company") 2004
Stock Option Plan (the "Plan") is to promote the interests of the Company and
its stockholders by providing the key employees, directors, service providers
and consultants of the Company and its Affiliates with an appropriate incentive
to encourage them to continue in the employ of the Company or Affiliate and to
improve the growth and profitability of the Company.
2. DEFINITIONS
As used in this Plan, the following capitalized terms shall have the
following meanings:
(a) "Affiliate" shall mean the Company and any of its direct or
indirect subsidiaries.
(b) "Board" shall mean the Board of Directors of the Company or any
committee appointed by the Board to administer the Plan pursuant to Section 3.
(c) "Cause" shall mean, when used in connection with the termination of
a Participant's Employment, unless otherwise provided in the Participant's Stock
Option Grant Agreement, effective employment agreement or other written
agreement with respect to the termination of a Participant's Employment, the
termination of the Participant's Employment by the Company or an Affiliate on
account of (i) dishonesty in the performance of such Participant's duties; (ii)
the Participant's willful misconduct in connection with such Participant's
duties or any act or omission which is materially injurious to the financial
condition or business reputation of the Company or any of its subsidiaries or
affiliates; (iii) a breach by a Participant of the
Participant's duty of loyalty to the Company and its Affiliates; (iv) the
Participant's unauthorized removal from the premises of the Company or Affiliate
of any document (in any medium or form) relating to the Company or an Affiliate
or the customers of the Company or an Affiliate; or (v) the commission by the
Participant of any felony or other serious crime involving moral turpitude. Any
rights the Company or an Affiliate may have hereunder in respect of the events
giving rise to Cause shall be in addition to the rights the Company or Affiliate
may have under any other agreement with the Employee or at law or in equity. If,
subsequent to a Participant's termination of Employment, it is discovered that
such Participant's Employment could have been terminated for Cause, the
Participant's Employment shall, at the election of the Board, in its sole
discretion, be deemed to have been terminated for Cause retroactively to the
date the events giving rise to Cause occurred.
(d) "Change in Control" shall mean any transactions or series of
related transactions pursuant to which any Person (as defined in Section
13(d)(3) or 14(d)(2) of the Securities and Exchange Act of 1934, as amended from
time to time (the "Exchange Act")) or "group" of Persons (as defined in Section
13(d) of the Exchange Act), (other than TPG Partners IV, LP and the other
parties to the operating agreement of IASIS Investment LLC, a Delaware limited
liability company, on the Effective Time or their respective affiliates), in the
aggregate, directly or indirectly, acquires beneficially or of record, (i)
equity of a Designated Person, as hereinafter defined, possessing the voting
power to elect a majority of the Designated Person's governing body (whether by
merger, consolidation, reorganization, combination, sale or transfer of equity,
stockholder or voting agreement, proxy, power of attorney or otherwise) or (ii)
all or substantially all of a Designated Person's assets. For purposes of this
Agreement, Designated Person shall mean IASIS Investment LLC and the Company.
Notwithstanding the foregoing, in
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no event will a Change in Control occur as a result of the initial public
offering of the Company's shares of common stock or any secondary offering to
the public.
(e) "Code" shall mean the Internal Revenue Code of 1986, as amended.
(f) "Commission" shall mean the U.S. Securities and Exchange
Commission.
(g) "Common Stock" shall mean the ordinary shares of the Company, par
value [US $0.01] per share.
(h) "Company" shall mean IASIS Healthcare Corporation.
(i) "Director" shall mean a member of the Board of Directors who is not
at the time of reference an employee of the Company.
(j) "Disability" shall mean a permanent disability as defined in the
Company's or an Affiliate's disability plans, or as defined from time to time by
the Company, in its discretion, or as specified in the Participant's Stock
Option Grant Agreement, provided that in the event the Participant is party to
an effective employment agreement with the Company or its Affiliates and such
employment agreement contains a different definition of Disability, the
definition of Disability contained in such employment agreement shall be
substituted for the definition set forth above for all purposes hereunder.
(k) "Eligible Employee" shall mean (i) any Employee who is a key
executive of the Company or an Affiliate, or (ii) certain other Employees,
directors, service providers or consultants who, in the judgment of the Board,
should be eligible to participate in the Plan due to the services they perform
on behalf of the Company or an Affiliate.
(l) "Employment" shall mean employment with the Company or any
Affiliate and shall include the provision of services as a director or
consultant for the Company or any Affiliate. "Employee" and "Employed" shall
have correlative meanings.
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(m) "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended.
(n) "Exercise Date" shall have the meaning set forth in Section 4.10
herein.
(o) "Exercise Notice" shall have the meaning set forth in Section 4.10
herein.
(p) "Exercise Price" shall mean the price that the Participant must pay
under the Option for each share of Common Stock as determined by the Board for
each Grant and specified in the Stock Option Grant Agreement.
(q) "Fair Market Value" shall mean, as of any date:
(1) prior to the existence of a Public Market for the Common Stock, the
value per share of Common Stock as determined in good faith by the Board; or
(2) on which a Public Market for the Common Stock exists, (i) closing
price on such day of a share of Common Stock as reported on the principal
securities exchange on which shares of Common Stock are then listed or admitted
to trading or (ii) if not so reported, the average of the closing bid and ask
prices on such day as reported on the National Association of Securities Dealers
Automated Quotation System or (iii) if not so reported, as furnished by any
member of the National Association of Securities Dealers, Inc. ("NASD") selected
by the Board. The Fair Market Value of a share of Common Stock as of any such
date on which the applicable exchange or inter-dealer quotation system through
which trading in the Common Stock regularly occurs is closed shall be the Fair
Market Value determined pursuant to the preceding sentence as of the immediately
preceding date on which the Common Stock is traded, a bid and ask price is
reported or a trading price is reported by any member of NASD selected by the
Board. In the event that the price of a share of Common Stock shall not be so
reported or furnished, the Fair
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Market Value shall be determined by the Board in good faith to reflect the fair
market value of a share of Common Stock.
(r) "Financing Restriction" shall mean a restriction contained in any
guarantee, financing or security agreement or document entered into by the
Company or its Affiliates that restricts or prohibits the redemption of the
Option(s).
(s) "Good Reason" shall mean, unless otherwise specified in a
Participant's Stock Option Grant Agreement, employment agreement or other
written agreement with respect to the termination of a Participant's Employment,
(i) a material diminution in a Participant's duties and responsibilities other
than a change in such Participant's duties and responsibilities that results
from becoming part of a larger organization following a Change in Control, (ii)
a decrease in a Participant's base salary or benefits other than a decrease in
benefits that applies to all employees of the Company or its Affiliates
otherwise eligible to participate in the affected plan, or (iii) a relocation of
a Participant's primary work location more than 50 miles from the Participant's
work location as in effect immediately prior to the Change in Control, without
written consent; provided that, within 60 days following the occurrence of any
of the events set forth herein, the Participant shall have delivered written
notice to the Company of his intention to terminate his Employment for Good
Reason, which notice specifies in reasonable detail the circumstances claimed to
give rise to the Participant's right to terminate his Employment for Good
Reason, and the Company shall not have cured such circumstances within 30 days
following the Company's receipt of such notice.
(t) "Grant" shall mean a grant of an Option under the Plan evidenced by
a Stock Option Grant Agreement.
(u) "Grant Date" shall mean the Grant Date as defined in Section 4.3
herein.
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(v) "Incentive Stock Option" shall mean an Option granted to a
Participant [who is an employee of the Company or one of its Affiliates] which
Option, at the date of grant, is intended to be an "incentive stock option"
within the meaning of Section 422 of the Code and which is identified as an
Incentive Stock Option in the agreement by which it is evidenced.
(w) "Management Stockholders' Agreement" shall mean the Management
Stockholders' Agreement, substantially in the form attached hereto as Exhibit B,
or such other stockholders' agreement as may be entered into between the Company
and any Participant.
(x) Non-Qualified Stock Option" shall mean an Option granted to a
Participant that is not intended to be an Incentive Stock Option.
(y) "Option" shall mean the option to purchase Common Stock granted to
any Participant under the Plan. Each Option shall be identified as either an
Incentive Stock Option or a Non-Qualified Stock Option in the agreement by which
it is evidenced.
(z) "Option Spread" shall mean, with respect to any date of
determination, with respect to an Option, the excess, if any, of the Fair Market
Value of a share of Common Stock as of such date over the Exercise Price.
(aa) "Participant" shall mean an Eligible Employee to whom a Grant of
an Option under the Plan has been made, and, where applicable, shall include
Permitted Transferees.
(bb) "Permitted Transferee" shall have the meaning set forth in Section
4.6.
(cc) "Person" means an individual, partnership, corporation, limited
liability company, unincorporated organization, trust or joint venture, or a
governmental agency or political subdivision thereof.
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(dd) A "Public Market" for the Common Stock shall be deemed to exist
for purposes of the Plan if the Common Stock is registered under Section 12(b)
or 12(g) of the Exchange Act and trading regularly occurs in such Common Stock
in, on or through the facilities of securities exchanges and/or inter-dealer
quotation systems in the United States (within the meaning of Section 902(n) of
the Securities Act) or any designated offshore securities market (within the
meaning of Rule 902(a) of the Securities Act).
(ee) "Securities Act" shall mean the Securities Act of 1933, as
amended.
(ff) "Stock Option Grant Agreement" shall mean an agreement,
substantially in the form which is attached hereto as Exhibit A, entered into by
each Participant and the Company evidencing the Grant of each Option pursuant to
the Plan.
(gg) "Transfer" shall mean any transfer, sale, assignment, gift,
testamentary transfer, pledge, hypothecation or other disposition of any
interest. "Transferee" and "Transferor" shall have correlative meanings.
(hh) "Vesting Date" shall mean the date an Option becomes exercisable
as defined in Section 4.4 herein.
3. ADMINISTRATION OF THE PLAN
The Board shall administer the Plan, provided that the Board may
appoint a committee to administer the Plan. In the event the Board appoints such
a committee, such committee shall have the rights and duties of the Board in
respect of the Plan. No member of the Board shall participate in any decision
that specifically affects such member's interest in the Plan unless such
decision also affects the Options of other Participants in the same manner.
3.1 POWERS OF THE BOARD. In addition to the other powers granted to the
Board under the Plan, the Board shall have the power: (a) to determine to which
of the Eligible Employees Grants shall be made; (b) to determine the time or
times when Grants shall be made
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and to determine the number of shares of Common Stock subject to each such
Grant; (c) to prescribe the form of and terms and conditions of any instrument
evidencing a Grant; (d) to adopt, amend and rescind such rules and regulations
as, in its opinion, may be advisable for the administration of the Plan; (e) to
construe and interpret the Plan, such rules and regulations and the instruments
evidencing Grants; and (f) to make all other determinations necessary or
advisable for the administration of the Plan.
3.2 DETERMINATIONS OF THE BOARD. Any Grant, determination, prescription
or other act of the Board shall be final and conclusively binding upon all
persons.
3.3 INDEMNIFICATION OF THE BOARD. No member of the Board shall be
liable for any action or determination made in good faith with respect to the
Plan or any Grant. To the full extent permitted by law, the Company shall
indemnify and hold harmless each person made or threatened to be made a party to
any civil or criminal action or proceeding by reason of the fact that such
person, or such person's testator or intestate, is or was a member of the Board
to the extent such criminal or civil action or proceeding relates to the Plan.
3.4 COMPLIANCE WITH APPLICABLE LAW; SECURITIES MATTERS; EFFECTIVENESS
OF OPTION EXERCISE. The Company shall be under no obligation to effect the
registration pursuant to the Securities Act of any shares of Common Stock to be
issued hereunder or to effect similar compliance under any state laws.
Notwithstanding anything herein to the contrary, the Company shall not be
required to issue or deliver any certificates evidencing shares of Common Stock
pursuant to the exercise of any Options, unless and until the Board has
determined, with advice of counsel, that the issuance and delivery of such
certificates is in compliance with all applicable laws, regulations of
governmental authorities and, if applicable, the requirements of any exchange on
which the shares of Common Stock are listed or traded. In addition to the terms
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and conditions provided herein, the Board may require that a Participant make
such reasonable covenants, agreements and representations as the Board, in its
sole discretion, deems advisable in order to comply with any such laws,
regulations or requirements.
The Company may, in its sole discretion, defer the effectiveness of an
exercise of an Option hereunder or the issuance or transfer of Common Stock
pursuant to any Grant pending or to ensure compliance under federal or state
securities laws. The Company shall inform the Participant in writing of its
decision to defer the effectiveness of the exercise of an Option or the issuance
or transfer of Common Stock pursuant to any Grant. During the period that the
effectiveness of the exercise of an Option has been deferred, the Participant
may, by written notice, withdraw such exercise and obtain the refund of any
amount paid with respect thereto.
3.5 INCONSISTENT TERMS. In the event of a conflict between the terms of
the Plan and the terms of any Stock Option Grant Agreement, the terms of the
Stock Option Grant Agreement shall govern.
3.6 PLAN TERM. The Board shall not Grant any Options under this Plan on
or after June 22, 2014. All Options which remain outstanding after such date
shall continue to be governed by the Plan.
4. OPTIONS
Subject to adjustment as provided in Section 4.14 hereof, the Board may
grant to Participants Options to purchase shares of Common Stock of the Company
which, in the aggregate, do not exceed 1,168,000 shares of Common Stock provided
that on each anniversary of June 22, 2004, prior to an initial public offering
of the Company's shares of Common Stock, an additional 146,000 shares of Common
Stock of the Company will be available for grant. No more than twenty-five
percent of the shares of Common Stock reserved for issuance under the Plan may
be granted as Incentive Stock Options and unless otherwise determined by the
Board,
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no more than twenty-five percent of each Grant shall be an Incentive Stock
Option. To the extent that any Option granted under the Plan terminates, expires
or is canceled without having been exercised, the shares covered by such Option
shall again be available for Grant under the Plan.
4.1 IDENTIFICATION OF OPTIONS. The Options granted under the Plan shall
be clearly identified in the Stock Option Grant Agreement as either Incentive
Stock Options or Non-Qualified Stock Options.
4.2 EXERCISE PRICE. The Exercise Price of any Option granted under the
Plan shall be such price as the Board shall determine (which may be equal to,
less than or greater than the Fair Market Value of a share of Common Stock on
the Grant Date for such Non-Qualified Stock Options but shall not be less than
par value per share and with respect to such Incentive Stock Options shall not
be less than 100% of the Fair Market Value of a share of Common Stock on the
Grant Date) and which shall be specified in the Stock Option Grant Agreement;
provided that such price may not be less than the minimum price required by law.
4.3 GRANT DATE. The Grant Date of the Options shall be the date
designated by the Board and specified in the Stock Option Grant Agreement as of
the date the Option is granted.
4.4 VESTING DATE OF OPTIONS. Each Stock Option Grant Agreement shall
indicate the date or conditions under which such Option shall become
exercisable. Notwithstanding the foregoing, unless otherwise provided in a
Participant's Stock Option Grant Agreement, if within the two-year period
following a Change in Control the Participant's Employment is terminated by the
Company or its Affiliates without Cause or by the Participant
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for Good Reason, all of the Participant's Options granted hereunder shall
immediately become vested and exercisable.
4.5 EXPIRATION OF OPTIONS. With respect to each Participant, such
Participant's Option(s), or portion thereof, which have not become exercisable
shall expire on the date such Participant's Employment is terminated for any
reason unless otherwise specified in the Stock Option Grant Agreement. With
respect to each Participant, each Participant's Option(s), or any portion
thereof, which have become exercisable on the date such Participant's Employment
is terminated shall, unless otherwise provided in the Participant's Stock Option
Grant Agreement, expire on the earlier of (i) the commencement of business on
the date the Participant's Employment is terminated for Cause; (ii) 90 days
after the date the Participant's Employment is terminated for any reason other
than Cause, death or Disability; (iii) one year after the date the Participant's
Employment is terminated by reason of death or Disability; or (iv) the 10th
anniversary of the Grant Date for such Option(s). For the avoidance of doubt,
any Option, or portion thereof, that has become exercisable by a Permitted
Transferee on account of the death of a Participant shall expire one year after
the date such deceased Participant's Employment terminated by reason of death,
unless otherwise provided in the Participant's Stock Option Grant Agreement.
Notwithstanding the foregoing, the Board may specify in the Stock Option Grant
Agreement a different expiration date or period for any Option granted
hereunder, and such expiration date or period shall supersede the foregoing
expiration period.
4.6 LIMITATION ON TRANSFER. During the lifetime of a Participant, each
Incentive Stock Option granted to him or her shall be exercisable only by the
Participant. No Incentive Stock Option shall be assignable or transferable
otherwise than by will or by the laws of decent and distribution.
Notwithstanding the foregoing, with respect to Non-Qualified Stock
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Options unless otherwise provided in the Stock Option Grant Agreement or by the
Board, during the lifetime of a Participant, each Non-Qualified Stock Option
shall be exercisable only by such Participant. Upon the death of the
Participant, such Participant's Option(s) shall be transferrable to his
beneficiaries or his estate (a "Permitted Transferee").
4.7 CONDITION PRECEDENT TO TRANSFER OF ANY OPTION. It shall be a
condition precedent to any Transfer of any Option by any Participant that the
Transferee, if not already a Participant in the Plan, shall agree prior to the
Transfer in writing with the Company to be bound by the terms of the Plan, the
Stock Option Grant Agreement and the Management Stockholder's Agreement as if he
had been an original signatory thereto, except that any provisions of the Plan
based on the Employment (or termination thereof) of the original Participant
shall continue to be based on the Employment (or termination thereof) of the
original Participant.
4.8 EFFECT OF VOID TRANSFERS. In the event of any purported Transfer of
any Options in violation of the provisions of the Plan, such purported Transfer
shall, to the extent permitted by applicable law, be void and of no effect.
4.9 EXERCISE OF OPTIONS. A Participant may exercise any or all of his
vested Options by serving an Exercise Notice on the Company as provided in
Section 4.10 hereto.
4.10 METHOD OF EXERCISE. The Option shall be exercised by delivery of
written notice to the Company's principal office (the "Exercise Notice"), to the
attention of its Secretary, no less than five business days in advance of the
effective date of the proposed exercise (the "Exercise Date"). Such notice shall
(a) specify the number of shares of Common Stock with respect to which the
Option is being exercised, the Grant Date of such Option and the Exercise Date,
(b) be signed by the Participant, (c) prior to the existence of a Public Market
for the Common Stock, indicate in writing that the Participant agrees to be
bound by the Management
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Stockholders' Agreement, and (d) if the Option is being exercised by the
Participant's Permitted Transferee(s), such Permitted Transferee(s) shall
indicate in writing that they agree to and shall be bound by the Plan and Stock
Option Grant Agreement as if they had been original signatories thereto (as
provided in Section 4.7 hereof) and, prior to the existence of a Public Market
for the Common Stock, by the Management Stockholders' Agreement. The Exercise
Notice shall include payment in cash for an amount equal to the Exercise Price
multiplied by the number of shares of Common Stock specified in such Exercise
Notice or any method otherwise approved by the Board. In addition, the
Participant shall be responsible for the payment of applicable withholding and
other taxes in cash (or shares of Common Stock if approved by the Board) that
may become due as a result of the exercise of such Option. The Board may, in its
discretion, permit Participants to make the above-described payments in forms
other than cash. The partial exercise of the Option, alone, shall not cause the
expiration, termination or cancellation of the remaining Options.
4.11 LIMITATIONS ON GRANT OF INCENTIVE STOCK OPTIONS. Incentive Stock
Options may only be granted to employees of the Company and its Affiliates. The
aggregate fair market value (within the meaning of Section 422 of the Code) of
the shares of Common Stock covered by "incentive stock options" (within the
meaning of Section 422 of the Code) granted under the Plan and under any other
plan, agreement or arrangement of the Company or any Affiliate thereof which may
become exercisable for the first time by a Participant during any calendar year
shall not exceed $100,000. To the extent, if any, that such aggregate fair
market value limitation is exceeded, then Incentive Stock Options granted
hereunder to such Participant shall, to the extent and in the order required by
regulations promulgated under the Code, automatically be deemed to be
Non-Qualified Stock Options, but all other terms and provisions
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of such Incentive Stock Options shall remain unchanged. Additionally, no
Incentive Stock Option may be granted to an individual if, at the time of the
proposed grant, such individual owns stock possessing more than ten percent of
the total combined voting power of all classes of stock of the Company or any
Affiliate thereof, unless (i) the exercise price of such Incentive Stock Option
is at least one hundred and ten percent of the Fair Market Value of a share of
Common Stock at the time such Incentive Stock Option is granted and (ii) such
Incentive Stock Option is not exercisable after the expiration of five years
from the date such Incentive Stock Option is granted.
4.12 CERTIFICATES OF SHARES. Subject to Section 3.4 herein, upon the
exercise of the Options in accordance with Section 4.10 and, prior to the
existence of a Public Market for the Common Stock, upon execution of the
Management Stockholders' Agreement, in the Board's sole discretion, certificates
of shares of Common Stock shall be issued in the name of the Participant and
delivered to such Participant or the ownership of such shares shall be otherwise
recorded in a book-entry or similar system utilized by the Company as soon as
practicable following the Exercise Date. Prior to the existence of a Public
Market, no shares of Common Stock shall be issued to or recorded in the name of
any Participant until such Participant agrees to be bound by and executes the
Management Stockholders' Agreement.
4.13 ADMINISTRATION OF OPTIONS.
(a) Termination of the Options. The Board may, at any time, without
amendment to the Plan or any relevant Stock Option Grant Agreement, terminate
any and all Options then outstanding, whether or not exercisable, if the Board
determines in good faith that permitting the Options to
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remain outstanding would violate any law or regulation or require the Company to
register its securities under the Securities Act of 1933, as amended (the
"Securities Act") or file reports under the Exchange Act if at such time the
Company is not required to do so, provided, however, that the Company, in full
consideration of such termination, shall pay with respect to any Option, or
portion thereof, then outstanding, an amount equal to the Option Spread
determined as of the date of termination multiplied by the number of shares of
Common Stock underlying such Option. Such payment shall be made as soon as
practicable after the payment amounts are determined, provided, however, that
the Company shall have the option to make payments to the Participants by
issuing a note to the Participant bearing a rate of interest equal to the
average annual prime rate charged during the term of such note by a nationally
recognized bank designated by the Board.
(b) (i) Notwithstanding any other provision of this Plan or any Stock
Option Grant Agreement to the contrary, the Company shall not be obligated or
permitted to pay the Option Spread for any Option if (A) the payment of such
Option Spread would be prohibited as a result of a Financing Restriction, (B)
the payment of such Option Spread would violate any term or provision of the
Certificate of Formation of the Company or (C) the Company has no funds legally
available therefor under the laws of the State of Delaware.
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(ii) In the event that the payment of the Option Spread by the Company
is prevented solely by the terms of this Section 4.13(b), (A) the payment of
such Option Spread will be postponed and will be made without the application of
further conditions or impediments (other than as set forth in this Section
4.13(b)) at the first opportunity thereafter when the Company has funds legally
available therefor and when the payment of such Option Spread will not be
prohibited as a result of a Financing Restriction or in violation of any term or
provision of the Certificate of Formation of the Company and (B) the
Participant's right to receive payment of such Option Spread shall rank against
other similar rights with respect to Options in respect thereof according to
priority in time of the effective date of the event giving rise to any such
right; provided, that any such right as to which a common date determines
priority shall be of equal priority and shall share pro rata in any purchase
payments made pursuant to Section 4.13(b)(ii)(A).
(iii) In the event that the payment of the Option Spread for any
Options is delayed pursuant to this Section 4.13(b), the Option Spread for such
Options when the Option Spread is eventually paid as contemplated by this
Section shall be the sum of (A) the Option Spread of such Options at the time
that the Option Spread would have been paid but for the operation of this
Section 4.13(b), plus (B) an amount equal to the interest on such Option Spread
for the period from the date on which the Option Spread would have been paid but
for the operation of this Section 4.13(b) to the date on which such Option
Spread is actually paid (the "Delay Period"), at an annual rate of interest
equal to the average annual cost to the Company and its Affiliates of their bank
indebtedness obligations outstanding during the Delay Period or, if there are no
such obligations outstanding, the average annual prime rate charged during the
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Delay Period by JPMorgan Chase Bank or such other nationally recognized bank
designated by the Board.
(c) Amendment of Terms of Options. The Board may, in its absolute
discretion, amend the Plan or terms of any Option, provided, however, that any
such amendment (other than a termination as provided in subparagraph (a) above)
shall not impair or adversely affect the Participants' rights under the Plan or
such Option without such Participant's written consent.
4.14 ADJUSTMENT UPON CHANGES IN COMPANY STOCK.
(a) Increase or Decrease in Issued Shares Without Consideration.
Subject to any required action by the stockholders of the Company, in the event
of any increase or decrease in the number of issued shares of Common Stock
resulting from a subdivision or consolidation of shares of Common Stock or the
payment of a stock dividend (but only on the shares of Common Stock), or any
other increase or decrease in the number of such shares effected without receipt
of consideration by the Company, the Board shall make such adjustments with
respect to the number of shares of Common Stock subject to grant under this
Plan, the number of shares of Common Stock subject to the Options and/or the
Exercise Price per share of Common Stock, as the Board may, in its absolute
discretion, consider appropriate to prevent the enlargement or dilution of
rights.
(b) Certain Mergers. Subject to any required action by the stockholders
of the Company, in the event that the Company shall be the surviving corporation
in any merger or consolidation (except a merger or consolidation as a result of
which the holders of shares of Common Stock receive securities of another
corporation), the Options outstanding on the date of such merger or
consolidation shall pertain to and apply to the securities that a holder of the
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number of shares of Common Stock subject to any such Option would have received
in such merger or consolidation (it being understood that if, in connection with
such transaction, the stockholders of the Company retain their shares of Common
Stock and are not entitled to any additional or other consideration, the Options
shall not be affected by such transaction).
(c) Certain Other Transactions. In the event of (i) a dissolution or
liquidation of the Company, (ii) a sale of all or substantially all of the
Company's assets, (iii) a merger or consolidation involving the Company in which
the Company is not the surviving corporation or (iv) a merger or consolidation
involving the Company in which the Company is the surviving corporation but the
holders of shares of Common Stock receive securities of another corporation
and/or other property, including cash, the Board shall, in its absolute
discretion, have the power to provide for the exchange of each Option
outstanding immediately prior to such event (whether or not then exercisable)
for an option on some or all of the property for which the stock underlying such
Options are exchanged and, incident thereto, make an equitable adjustment, as
determined by the Board, in the exercise price of the options, or the number or
kind of securities or amount of property subject to the options and/or, if
appropriate, cancel, effective immediately prior to such event, any outstanding
Option (whether or not exercisable or vested) and in full consideration of such
cancellation pay to the Participant an amount in cash, with respect to each
underlying share of Common Stock, equal to the excess of (1) the value, as
determined by the Board in its discretion of securities and/or property
(including cash) received by such holders of shares of Common Stock as a result
of such event over (2) the Exercise Price, as the Board may consider appropriate
to prevent dilution or enlargement of rights.
(d) Other Changes. In the event of any change in the capitalization of
the Company or a corporate change other than those specifically referred to in
Sections 4.14(a), (b)
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or (c) hereof, the Board shall, in its absolute discretion, make such
adjustments in the number and kind of shares or securities subject to Options
outstanding on the date on which such change occurs and in the per-share
Exercise Price of each such Option as the Board may consider appropriate to
prevent dilution or enlargement of rights.
(e) No Other Rights. Except as expressly provided in the Plan or the
Stock Option Grant Agreements evidencing the Options, the Participants shall not
have any rights by reason of (i) any subdivision or consolidation of shares of
Common Stock or shares of stock of any class, (ii) the payment of any dividend,
any increase or decrease in the number of shares of Common Stock, or (iii) any
dissolution, liquidation, merger or consolidation of the Company or any other
corporation. Except as expressly provided in the Plan or the Stock Option Grant
Agreements evidencing the Options, no issuance by the Company of shares of
Common Stock or shares of stock of any class, or securities convertible into
shares of Common Stock or shares of stock of any class, shall affect, and no
adjustment by reason thereof shall be made with respect to, the number of shares
of Common Stock subject to the Options or the Exercise Price of such Options.
5. MISCELLANEOUS
5.1 RIGHTS AS STOCKHOLDERS. The Participants shall not have any rights
as stockholders with respect to any shares of Common Stock covered by or
relating to the Options granted pursuant to the Plan until the date the
Participants become the registered owners of such shares. Except as otherwise
expressly provided in Sections 4.13 and 4.14 hereof, no adjustment to the
Options shall be made for dividends or other rights for which the record date
occurs prior to the date such stock certificate is issued.
5.2 NO SPECIAL EMPLOYMENT RIGHTS. Nothing contained in the Plan shall
confer upon the Participants any right with respect to the continuation of their
Employment or
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interfere in any way with the right of the Company or an Affiliate, subject to
the terms of any separate Employment agreements to the contrary, at any time to
terminate such Employment or to increase or decrease the compensation of the
Participants from the rate in existence at the time of the grant of any Option.
5.3 NO OBLIGATION TO EXERCISE. The Grant to the Participants of the
Options shall impose no obligation upon the Participants to exercise such
Options.
5.4 RESTRICTIONS ON COMMON STOCK. The rights and obligations of the
Participants with respect to Common Stock obtained through the exercise of any
Option provided in the Plan shall be governed by the terms and conditions of the
Management Stockholders' Agreement.
5.5 NOTICES. Each notice and other communication hereunder shall be in
writing and shall be given and shall be deemed to have been duly given on the
date it is delivered in person, on the next business day if delivered by
overnight mail or other reputable overnight courier, or the third business day
if sent by registered mail, return receipt requested, to the parties as follows:
If to the Participant:
To the most recent address shown on records of the Company or its
Affiliate.
If to the Company:
IASIS Healthcare Corporation
Dover Centre
113 Seaboard Lane, Suite A200
Franklin, TN 37067
Attention: Board of Directors and Secretary
or to such other address as any party may have furnished to the other in writing
in accordance herewith.
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5.6 DESCRIPTIVE HEADINGS. The headings in the Plan are for convenience
of reference only and shall not limit or otherwise affect the meaning of the
terms contained herein.
5.7 SEVERABILITY. In the event that any one or more of the provisions,
subdivisions, words, clauses, phrases or sentences contained herein, or the
application thereof in any circumstances, is held invalid, illegal or
unenforceable in any respect for any reason, the validity, legality and
enforceability of any such provision, subdivision, word, clause, phrase or
sentence in every other respect and of the remaining provisions, subdivisions,
words, clauses, phrases or sentences hereof shall not in any way be impaired, it
being intended that all rights, powers and privileges of the Company and
Participants shall be enforceable to the fullest extent permitted by law.
5.8 GOVERNING LAW. The Plan shall be governed by, and construed and
enforced in accordance with, the laws of the State of Delaware, without regard
to the provisions governing conflict of laws.
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