{"id":38208,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/1993-stock-option-plan-sutter-surgery-centers-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"1993-stock-option-plan-sutter-surgery-centers-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/1993-stock-option-plan-sutter-surgery-centers-inc.html","title":{"rendered":"1993 Stock Option Plan &#8211; Sutter Surgery Centers Inc."},"content":{"rendered":"<pre>\n                            1993 STOCK OPTION PLAN OF\n                          SUTTER SURGERY CENTERS, INC.\n\nARTICLE 1. ESTABLISHMENT AND PURPOSE.\n\n         The Plan is being established to offer selected employees and directors\nan opportunity to acquire a proprietary  interest in the success of the Company,\nor to increase such interest,  by exercising  Options to purchase  Shares of the\nCompany's common Stock.  Options granted under the Plan may include Nonstatutory\nOptions as well as ISO's  intended  to qualify  under  section  422 of the Code.\n\nARTICLE 2. DEFINITIONS.\n\n         2.01.  'Board of  Directors'  shall mean the Board of  Directors of the\nCompany,  as  constituted  from time to time.  2.02.  'Bonus  Awards' shall mean\nPerformance Awards or Fixed Awards.\n\n         2.03. 'Code' shall mean the Internal Revenue Code of 1986, as amended.\n\n         2.04. 'Committee' shall mean a committee of the Board of Directors,  as\ndescribed in Section 3.01 and Section 3.02.\n\n         2.05.  'Company'  shall mean Sutter Surgery  Centers,  Inc., a Delaware\ncorporation.\n\n         2.06. 'Employee' shall mean any individual who is a common-law employee\nof the Company or of a Subsidiary.  \n\n         2.07. 'Exercise Price' shall mean the amount for which one Share may be\npurchased  upon  exercise of an Option,  as  specified  by the  Committee in the\napplicable Stock Option Agreement. \n\n         2.08.  'Fair Market Value' shall mean the fair market value of a Share,\nas  determined  by the  Committee  in good faith.  Such  determination  shall be\nconclusive  and binding on all persons.  \n\n         2.09.  'Fixed  Awards' shall mean awards that are not contingent on the\nperformance of objectives but are  contingent  upon the continued  employment of\nthe participant  with the Company for a period specified by the Committee in the\naward.\n\n         2.10. 'ISO' shall mean an employee  incentive stock option described in\nsection 422(b) of the Code.\n\n\n         2.11.  'Nonstatutory Option' shall mean a stock option not described in\nsection 422(b) or 423(b) of the Code. \n\n         2.12.  '0ption' shall mean an ISO or Nonstatutory  Option granted under\nthe Plan and entitling the holder to purchase Shares.\n\n         2.13. '0ptionee' shall mean an individual who holds an Option.\n\n         2.14.  'Performance  Awards'  shall mean awards made in terms of stated\npotential  maximum  dollars  amount,  percentage  of  compensation  or number of\nShares, with the actual amount, percentage or number determined by the Committee\nwith reference to the level of  performance  over a period of time as determined\nby the Committee.\n\n         2.15.  'Plan' shall mean this 1993 Stock Option Plan of Sutter  Surgery\nCenters, Inc.\n\n         2.16.  'Service'  shall mean  service as an Employee or director of the\nCompany.\n\n         2.17.  'Share' shall mean one share of Stock, as adjusted in accordance\nwith Article 9, if applicable.\n\n         2.18. 'Stock' shall mean the common Stock of the Company.\n\n         2.19.  'Stock 0ption  Agreement'  shall mean the agreement  between the\nCompany and an Optionee  which contains the terms,  conditions and  restrictions\npertaining to his or her Option.\n\n         2.20.  'Subsidiary ' shall mean any corporation,  if the Company or one\nor more other  Subsidiaries  own not less than fifty  percent (50%) of the total\ncombined voting power of all classes of outstanding stock of such corporation. A\ncorporation that attains the status of a Subsidiary on a date after the adoption\nof the Plan shall be considered a Subsidiary commencing as of such date.\n\n         2.21. 'Total and Permanent Disability ' shall mean that the Optionee is\nunable to engage in any substantial  gainful activity by reason of any medically\ndeterminable  physical or mental  impairment  which can be expected to result in\ndeath or which has lasted,  or can be expected to last, for a continuous  period\nof not less than twelve (12) months.\n\n\n                                      -2-\n\nARTICLE 3. ADMINISTRATION.\n\n         3.01.  Committee  Membership.  The Plan  shall be  administered  by the\nCommittee,  which  shall  consist  of three (3) or more  members of the Board of\nDirectors.  The  members of the  Committee  shall be  appointed  by the Board of\nDirectors.  If no Committee  has been  appointed,  the entire Board of Directors\nshall constitute the Committee.\n\n         3.02.  Ineligibility.  No member of the Committee  shall be eligible to\nparticipate in this Plan or any stock purchase, bonus award, stock option, stock\nappreciation  right or other  stock  incentive  plan of the  Company  except  as\nprovided in Section 4.01B. No person may be a member of the Committee if, within\none (1) year prior to appointment to the Committee, such person participated, or\nwas eligible to participate,  in this Plan or any stock  purchase,  bonus award,\nstock option,  stock  appreciation  right or other stock  incentive  plan of the\nCompany except as provided in Section 4.01B. Except for adjustment under Section\n9.01 of Shares  allocable  or  Options  outstanding  under  the Plan to  prevent\ndilution or  enlargement  of rights,  neither the Board nor the Committee  shall\nhave any  discretion  to alter (i) the  number of  Shares  subject  to any stock\noptions granted to nonemployee  directors under Section 4.01B, or (ii) the terms\nunder  which  such  options  are  granted.  The  selection  of any member of the\nCommittee  is  intended  to  qualify  for  exemption  under Rule  16b-3,  or its\nsuccessor,  under  such  Act.  Any  provision  of this Plan  shall be  construed\nconsistent with the  applicability,  interpretation  and scope of Rule 16b-3, or\nits successor, under such Act.\n\n         3.03. Committee Procedures.  The Board of Directors shall designate one\nof the members of the Committee as chairperson.  The Committee may hold meetings\nat such times and places as it shall  determine.  The acts of a majority  of the\nCommittee  members present at meetings at which a quorum exists, or acts reduced\nto or approved in writing by all Committee  members,  shall be valid acts of the\nCommittee.\n\n         3.04.  Committee  Responsibilities.  Subject to the  provisions  of the\nPlan,  the  Committee  shall  have full  authority  and  discretion  to take the\nfollowing actions: \n\n                  A. To interpret the Plan and to apply its provisions;\n\n                  B. To adopt,  amend or  rescind  rules,  procedures  and forms\nrelating to the Plan;\n\n                                      -3-\n\n                  C. To  authorize  any  person  to  execute,  on  behalf of the\nCompany, any instrument required to carry out the purposes of the Plan;\n\n                  D. To determine when Options are to be granted under the Plan;\n\n                  E. To select the Optionees;\n\n                  F. To  determine  the  number of Shares to be made  subject to\neach Option;\n\n                  G. To  prescribe  the terms  and  conditions  of each  Option,\nincluding  (without  limitation) the Exercise  Price, to determine  whether such\nOption is to be classified as an ISO or as a Nonstatutory Option, and to specify\nthe provisions of the Stock Option Agreement relating to such Option;\n\n                  H. To amend any outstanding Stock Option Agreement, subject to\napplicable  legal  restrictions  and to the consent of the  Optionee who entered\ninto such agreement;\n\n                  I. To prescribe the consideration for the grant of each Option\nunder the Plan and to determine the sufficiency of such consideration; and\n\n                  J. To take any other actions deemed necessary or advisable for\nthe administration of the Plan.\n\n                  All  decisions,  interpretations  and  other  actions  of  the\nCommittee  shall be final and binding on all Optionees and all persons  deriving\ntheir rights from an Optionee.  No member of the  Committee  shall be liable for\nany  action  that he or she has taken or has  failed to take in good  faith with\nrespect to the Plan or any Option.\n\n         3.05.  Financial  Reports.  Not less often than  annually,  the Company\nshall  furnish to  Optionees  reports of its  financial  condition,  unless such\nOptionees have access to equivalent  information through their employment.  Such\nreports need not be audited.\n\nARTICLE 4. ELIGIBILITY.\n         4.01. General Rule.\n\n                  A. Each  Employee  shall be  eligible  for  designation  as an\nOptionee  by  the  Committee.   \n\n                  B. Nonemployee  directors shall be granted  nonqualified stock\noptions to  purchase  thirty  thousand  (30,000)  Shares of the  Company to each\nindividual who is a nonemployee director on the date this Plan is adopted and to\n\n                                      -4-\n\n\neach  individual  who is first elected as a nonemployee  director in lieu of any\nsalary or other compensation.\n\n         4.02.  Ten Percent  Shareholders.  An  Employee  who owns more than ten\npercent (10%) of the total  combined  voting power of all classes of outstanding\nStock of the  Company  or any of its  Subsidiaries  shall  not be  eligible  for\ndesignation as an Optionee of an ISO unless:  (a) the Exercise Price is at least\none hundred ten percent  (110%) of the Fair Market  Value of a Share on the date\nof  grant;  and (b)  the  Option  by its  terms  is not  exercisable  after  the\nexpiration of five (5) years from the date of grant.\n\n         4.03.  Attribution  Rules.  For  purposes  of Section  4.02  above,  in\ndetermining Stock ownership, an Employee shall be deemed to own the Stock owned,\ndirectly  or  indirectly,  by or  for  his  or her  brothers,  sisters,  spouse,\nancestors and lineal descendants. Stock owned, directly or indirectly, by or for\na  corporation,  partnership,  estate  or  trust  shall  be  deemed  to be owned\nproportionately  by or for its shareholders,  partners or  beneficiaries.  Stock\nwith respect to which such Employee holds an Option shall not be counted.\n\n         4.04.   Outstanding   Stock.   For  purposes  of  Section  4.02  above,\n'outstanding  Stock' shall  include all Stock  actually  issued and  outstanding\nimmediately  after the grant.  'Outstanding  Stock'  shall not include  treasury\nshares or shares authorized for issuance under  outstanding  Options held by the\nEmployee or by any other person.\n\nARTICLE 5. STOCK SUBJECT TO PLAN.\n\n         5.01.  Basic  Limitation.  Shares  offered  under  the  Plan  shall  be\nauthorized  but unissued  Shares.  The  aggregate  number of Shares which may be\nissued  under the Plan upon  exercise  of Options  shall not exceed two  million\n(2,000,000)  Shares,  subject to adjustment pursuant to Article 9. The number of\nShares which are subject to Options outstanding at any time under the Plan shall\nnot exceed the number of Shares which then remain  available for issuance  under\nthe Plan. The Company,  during the term of the Plan,  shall at all times reserve\nand keep available sufficient Shares to satisfy the requirements of the Plan.\n\n         5.02.  Additional  Shares. In the event that any outstanding Option for\nany reason expires or is cancelled or otherwise terminated, the Shares allocable\nto the  unexercised  portion of such  Option  shall again be  available  for the\npurposes of the\n\n\n                                       -5-\n\n\nPlan.  In the event that  Shares  issued  under the Plan are  reacquired  by the\nCompany pursuant to a forfeiture provision,  a right of repurchase or a right of\nfirst  refusal,  such Shares  shall again be  available  for the purposes of the\nPlan. \n\nARTICLE 6. BONUS AWARDS.\n\n         6.01. Form of Award.  Bonus Awards may be made to eligible officers and\nother  Employees in the form of any one or more of: (i) cash;  or (ii) Shares of\nStock issued to the Employee but forfeitable  and with  restrictions on transfer\nin any  form  consistent  with  this  Plan.  In  addition,  in  the  Committee's\ndiscretion,  the Company may satisfy all or any part of its  obligation  under a\nBonus  Award  payable  in cash by  delivering  Shares of Stock  with a then fair\nmarket value equal to all or a part of the amount of such obligation.\n\n         6.02.  Performance Awards. The Committee may make grants of Performance\nAwards to eligible officers,  directors and Employees. An individual receiving a\nPerformance  Award shall have no rights or  interests  of any kind in such award\nuntil the conclusion of the performance period and the Committee's determination\nthat the level of achievement specified in the award has been achieved. The time\nof vesting,  if any, after reaching the designated level of achievement shall be\nas specified in the award.\n\n         6.03.  Fixed  Awards.  The Committee may grant Fixed Awards to eligible\nofficers, directors and Employees. The participant receiving a Fixed Award shall\nnot have any rights or interests of any kind in the award until the  participant\nsatisfies the employment conditions set out in the Fixed Award.\n\n         6.04.  Rights  With  Respect to Shares.  If Shares of common  Stock are\nissued pursuant to an award,  the  participant  shall have the right to vote the\nShares  and to  receive  dividends  thereon  from  the  date of  issuance  until\nforfeited.\n\nARTICLE 7. TERMS AND CONDITIONS OF OPTIONS.\n\n         7.01.  Stock 0ption  Agreement.  Each grant of an Option under the Plan\nshall be  evidenced  by a Stock  Option  Agreement  between the Optionee and the\nCompany.  Such Option shall be subject to all applicable terms and conditions of\nthe Plan and may be  subject  to any other  terms and  conditions  which are not\ninconsistent  with  the Plan and  which  the  Committee  deems  appropriate  for\ninclusion in a Stock  Option  Agreement.  The  provisions  of the various  Stock\nOption\n\n\n                                       -6-\n\nAgreements entered into under the Plan need not be identical.  However,  Options\ngranted to  nonemployee  directors  shall  become  exercisable  with  respect to\ntwenty-five  percent  (25%) of the Shares  subject  thereto on each of the first\nfour (4) anniversaries of the date of grant and shall expire ten (10) years from\nthe date of grant.\n\n         7.02.  Number of Shares.  Each Stock Option Agreement shall specify the\nmaximum  number of Shares that are  subject to the Option and shall  provide for\nthe  adjustment  of such number in  accordance  with Article 9. The Stock Option\nAgreement  shall also  specify  whether  the Option is an ISO or a  Nonstatutory\nOption.\n\n         7.03.  Exercise  Price.  Each Stock Option  Agreement shall specify the\nExercise Price.  The Exercise Price of an ISO shall not be less than one hundred\npercent (100%) of the Fair Market Value of a Share on the date of grant,  except\nas otherwise  provided in Section  4.02.  The Exercise  Price of a  Nonstatutory\nOption shall not be less than eighty-five percent (85%) of the Fair Market Value\nof a Share on the date of grant.  The Exercise  Price to a nonemployee  director\nshall be one hundred  percent  (100%) of the Fair Market Value of a Share on the\ndate of grant. Subject to the preceding two sentences,  the Exercise Price under\nany Option shall be  determined  by the  Committee at its sole  discretion.  The\nExercise Price shall be payable in a form described in Article 8.\n\n         7.04.   Withholding  Taxes.  As  a  condition  to  the  exercise  of  a\nNonstatutory  Option, the Optionee shall make such arrangements as the Committee\nmay  require  for the  satisfaction  of any  federal,  state,  local or  foreign\nwithholding tax obligations that may arise in connection with the disposition of\nShares acquired by exercising an Option. An Option may provide that the Optionee\nmay elect to deliver to the Company (or authorize the Company to retain from the\nShares  purchased upon exercise of such Option) whole Shares of Stock to satisfy\nthe  Company's  obligation  to  withhold  federal,  state and local  income  tax\nrequired to be withheld in respect of such exercise.  However, if an Optionee is\nan executive  officer or director of the Company  (within the meaning of section\n16 of the  Securities  Exchange  Act of 1934),  the  Optionee  may not make this\nelection during the six (6) month period  beginning on the date of grant of such\nOption  and must elect  either (i) at least six (6) months  prior to the date on\nwhich the amount of such  withholding  tax is  determined;  (ii) during the (10)\nbusiness day period beginning on the third business day\n\n                                       -7-\n\nfollowing each release of the Company's quarterly or annual summary of sales and\nearnings;  or  (iii) in  advance  of such ten (10)  business  day  period  to be\neffective  within such ten (10)  business day period.  The  Optionee's  election\nshall be irrevocable, but subject to disapproval by the Committee.\n\n         7.05.  Exercisability  and Term.  Each  Stock  Option  Agreement  shall\nspecify  the  date  when  all or any  installment  of the  Option  is to  become\nexercisable. No Option shall be exercisable earlier than six (6) months from the\ndate of grant. The vesting of any Option shall be determined by the Committee at\nits sole  discretion.  A Stock  Option  Agreement  may provide  for  accelerated\nexercisability  in the  event  of the  Optionee's  death,  Total  and  Permanent\nDisability or  retirement,  a change in control with respect to the Company,  or\nother  events.  The Stock  Option  Agreement  shall also specify the term of the\nOption. The term shall not exceed ten (10) years from the date of grant,  except\nas otherwise  provided in Section 4.02. Subject to the preceding  sentence,  the\nCommittee, at its sole discretion, shall determine when an Option is to expire.\n\n         7.06.  Nontransferability.  No  Option  shall  be  transferable  by the\nOptionee  other  than by will,  by a  beneficiary  designation  executed  by the\nOptionee  and   delivered  to  the  Company  or  by  the  laws  of  descent  and\ndistribution.  An Option may be  exercised  during the  lifetime of the Optionee\nonly by him or her or by his or her guardian or legal representative.  No Option\nor interest therein may be transferred, assigned, pledged or hypothecated by the\nOptionee  during his or her lifetime,  whether by operation of law or otherwise,\nor be made subject to execution, attachment or similar process.\n\n         7.07. Termination of Service (Except by Death. If an Optionee's Service\nterminates for any reason other than his or her death, then his or her Option(s)\nshall expire on the earliest of the following occasions:\n\n\n                  A. The  expiration  date  determined  pursuant to Section 7.05\nabove;\n\n                  B. The date ninety (90) days after the  termination  of his or\nher Service for any reason other than Total and Permanent Disability; or\n\n                  C. The date twelve (12) months after the termination of his or\nher Service by reason of Total and Permanent Disability.\n\n                  The Optionee may exercise all or part of his or her  Option(s)\nat any  time  before  the  expiration  of such  Option(s)  under  the  preceding\nsentence,  but only to the extent  that such  Option(s)  had become  exercisable\nbefore his or her Service\n\n                                      -8-\n\nterminated or became exercisable as a result of the termination.  The balance of\nsuch Option(s) shall lapse when the Optionee's Service terminates.  In the event\nthat the Optionee  dies after the  termination  of his or her Service but before\nthe  expiration of his or her  Option(s),  all or part of such  Option(s) may be\nexercised,  prior to  expiration,  by the  executors  or  administrators  of the\nOptionee's estate or by any person who has acquired such Option(s) directly from\nhim or her by bequest,  beneficiary designation or inheritance,  but only to the\nextent  that such  Option(s)  had become  exercisable  before his or her Service\nterminated or became exercisable as a result of the termination.\n\n         7.08.  Leaves of Absence.  For purposes of Section 7.07 above,  Service\nshall be deemed to continue while the Optionee is on military leave,  sick leave\nor other  bona fide  leave of  absence,  as  determined  by the  Committee.  The\nforegoing notwithstanding, in the case of an ISO granted under the Plan, Service\nshall not be deemed to continue beyond the first ninety (90) days of such leave,\nunless  the  Optionee's  reemployment  rights  are  guaranteed  by statute or by\ncontract.\n\n         7.09.  Death of  0ptionee.  If an  Optionee  dies while he or she is in\nService,  then his or her Option(s) shall expire on the earlier of the following\ndates:\n\n                  A. The  expiration  date  determined  pursuant to Section 7.05\nabove; or \n\n                  B. The date twelve (12) months after his or her death.  \n\n                  All or part of the  Optionee's  Option(s)  may be exercised at\nany time before the expiration of such Option(s) under the preceding sentence by\nthe  executors or  administrators  of his or her estate or by any person who has\nacquired  such  Option(s)  directly  from  him or her  by  bequest,  beneficiary\ndesignation  or  inheritance,  but only to the extent  that such  Option(s)  had\nbecome  exercisable before his or her death or became exercisable as a result of\nhis or her death.  The balance of such  Option(s)  shall lapse when the Optionee\ndies.\n\n         7.10. No Rights as a Stockholder. An Optionee, or an estate of Optionee\nor transferee,  pursuant to a qualified  domestic  relations order as defined by\nthe Code, of an Optionee,  shall have no rights as a stockholder with respect to\nany  Shares  covered by his or her Option  until the date of the  issuance  of a\nstock  certificate  for such Shares.  No  adjustments  shall be made,  except as\nprovided in Article 9.\n\n         7.11.  Modification,  Extension and  Assumption of 0ptions.  Within the\nlimitations of the Plan, the Committee may modify, extend or assume outstanding\n\n\n                                       -9-\n\nOptions or may accept the cancellation of outstanding  Options,  whether granted\nby the Company or another issuer, in return for the grant of new Options for the\nsame or a different  number of Shares and at the same or a different  price. The\nforegoing  notwithstanding,  no  modification  of an Option  shall,  without the\nconsent  of the  Optionee,  impair  his or her  rights  or  increase  his or her\nobligations under such Option.\n\n         7.12.  Restrictions  on  Transfer  of Shares.  Any Shares  issued  upon\nexercise of an Option  shall be subject to such special  forfeiture  conditions,\nrights of repurchase, rights of first refusal and other transfer restrictions as\nthe  Committee  may  determine.  Such  restrictions  shall  be set  forth in the\napplicable  Stock  Option  Agreement  and shall apply in addition to any general\nrestrictions  that may apply to all  holders of Shares.  \n\nARTICLE 8.  PAYMENT FOR SHARES.\n\n         8.01.  General Rule.  The entire  Exercise Price of Shares issued under\nthe Plan shall be payable in lawful money of the United States of America at the\ntime when such Shares are purchased, except as follows:\n\n                  A. In the case of an ISO granted under the Plan, payment shall\nbe made only pursuant to the express  provisions of the applicable  Stock Option\nAgreement.  However, the Committee,  at its sole discretion,  may specify in the\nStock  Option  Agreement  that  payment  may be made in one or both of the forms\ndescribed in Sections 8.02 and 8.03 below.\n\n                  B. In the case of a  Nonstatutory  Option  granted  under  the\nPlan, the Committee (at its sole  discretion)  may accept payment in one or both\nof the forms described in Sections 8.02 and 8.03 below.\n\n         8.02.  Surrender  of Stock.  To the extent  that this  Section  8.02 is\napplicable and to the extent that  applicable  law permits,  payment may be made\nall or in part with Shares  which have already been owned by the Optionee or his\nor her  representative for more than six (6) months and which are surrendered to\nthe Company in good form for transfer. Such Shares shall be valued at their Fair\nMarket Value on the date when the new Shares are purchased under the Plan.\n\n         8.03.  Promissory  Note.  To the  extent  that  this  Section  8.03  is\napplicable,  a portion of the Exercise Price of Shares issued under the Plan may\nbe payable by a full-recourse  promissory note; provided that: (a) the par value\nof such Shares must\n\n\n                                      -10-\n\nbe paid in lawful  money of the  United  States of America at the time when such\nShares are  purchased;  (b) the Shares are security for payment of the principal\namount of the promissory  note and interest  thereon;  and (c) the interest rate\npayable  under  the  terms of the  promissory  note  shall  not be less than the\nminimum rate, if any,  required to avoid the  imputation of additional  interest\nunder the Code. Subject to the foregoing, the Committee, at its sole discretion,\nshall specify the term, interest rate,  amortization  requirements,  if any, and\nother provisions of such note. \n\nARTICLE 9. ADJUSTMENT OF SHARES.\n\n         9.01.  General. In the event of a subdivision of the outstanding Stock,\na  declaration  of a dividend  payable in Shares,  a  declaration  of a dividend\npayable in a form other than Shares in an amount  that has a material  effect on\nthe value of Shares, a combination or consolidation of the outstanding Stock, by\nreclassification   or   otherwise,   into  a  lesser   number   of   Shares,   a\nrecapitalization or a similar  occurrence,  the Committee shall make appropriate\nadjustments  in one or more of:  (a) the number of Shares  available  for future\ngrants  under  Article 5; (b) the number of Shares  covered by each  outstanding\nOption; or (c) the Exercise Price under each outstanding Option.\n\n         9.02. Merger;  Consolidation.  In the event that the Company is a party\nto a merger  or  consolidation,  outstanding  Options  shall be  subject  to the\nagreement of merger or  consolidation.  Such agreement shall provide for either:\n(a) the  assumption of outstanding  Options by the surviving  corporation or its\nparent;  (b) the  continuation  of  outstanding  Options by the Company,  if the\nCompany is a surviving  corporation;  (c) the payment of a cash settlement equal\nto (i) the  difference  between  the amount to be paid for one Share  under such\nagreement and the Exercise Price multiplied by (ii) the number of Shares subject\nto the Option, vested or unvested, or both, as determined by the Company; or (d)\nthe acceleration of the  exercisability  of outstanding  Options followed by the\ncancellation  of Options  not  exercised,  in all cases  other  than  clause (c)\nwithout the Optionees' consent.  (The Optionees' consent shall be required for a\ncash settlement.) Any cancellation shall not occur earlier than thirty (30) days\nafter such  acceleration  is effective and Optionees  have been notified of such\nacceleration.  In the case of Options that have been  outstanding  for less than\ntwelve (12) months, a cancellation need not be preceded by an acceleration.\n\n\n                                      -11-\n\n         9.03.  Reservation of Rights.  Except as provided in this Article 9, an\nOptionee shall have no rights by reason of: (a) any subdivision or consolidation\nof shares of stock of any other class;  (b) the payment of any dividend;  or (c)\nany other  increase  or  decrease  in the number of shares of stock of any other\nclass.  Any issue by the Company of shares of stock of any class,  or securities\nconvertible  into  shares  of stock  of any  class,  shall  not  affect,  and no\nadjustment  by reason  thereof  shall be made with  respect  to,  the  number or\nExercise Price of Shares subject to an Option.  The grant of an Option  pursuant\nto the Plan  shall not  affect in any way the right or power of the  Company  to\nmake adjustments,  reclassifications,  reorganizations or changes of its capital\nor business structure, to merge or consolidate or to dissolve,  liquidate,  sell\nor transfer all or any part of its business or assets.\n\nARTICLE 10.  SECURITIES LAWS.\n\n         10.01.  Compliance  with  Securities  Laws.  Shares shall not be issued\nunder the Plan unless the issuance and delivery of such Shares complies with, or\nis  exempt  from,  all  applicable  requirements  of  law,  including,   without\nlimitation,  the Securities Act of 1933, as amended,  the rules and  regulations\npromulgated  thereunder,   state  securities  laws  and  regulations,   and  the\nregulations  of any stock  exchange or automated  quotation  system on which the\nCompany's securities may then be listed. \n\n         10.02. Company Determination.\n\n                  A. The Company shall have the absolute  right to determine the\neffective  date of the  exercise  or vesting of any grant  under this Plan after\ndetermining  that the issuance and delivery of any Shares to the holder will not\nviolate any state or federal securities or other laws.\n\n                  B. Upon the request of the Company,  the person  receiving the\nShares  shall  provide to the  Company  in writing  that all of the Shares to be\nacquired  shall be held for that  person's  own  account  without  a view to any\ndistribution,  that the Shares shall bear an appropriate  legend to that effect,\nand that such Shares will not be transferred or disposed of except in compliance\nwith applicable federal and state securities laws.\n\n                  C. The  Company  has the  complete  discretion  to  defer  the\neffectiveness  of any exercise of an Option  granted under this Plan in order to\nallow the  issuance  of the Shares to be made  pursuant  to  registration  or an\nexemption for\n\n                                      -12-\n\n\nregistration  in order to comply  with  federal or state  securities  laws.  The\nCompany is not required to effect any registration of any of the Shares pursuant\nto the Securities Act of 1933 or any comparable state statutes.\n\n                  D. The Company shall inform the Optionee,  in writing,  of any\ndecision to delay the effective date of the  Optionee's  exercise of the Option.\nDuring the period of the delay in the effective  date,  the Optionee may rescind\nOptionee's  election to exercise  Optionee's Option at that time. To rescind the\nelection, Optionee must notify the Company, in writing, before the expiration of\nthe period to delay the effectiveness of the Option.\n\n         10.03. Effect of Public Offering.  This provision shall take precedence\nover any other  provision  of this  Agreement.  If the Company  makes any public\noffering and determines, in its sole discretion,  that the number of outstanding\nStock  Options must be reduced in order to comply with any federal or state law,\nthe Committee  shall have the right to (a) accelerate the dates on which Options\ngranted  under this Plan may be exercised;  and (b) cancel any such  accelerated\nOptions if the Options are not exercised within thirty (30) days after notice of\nsuch acceleration has been given to the Optionee.\n\nARTICLE 11.  NO EMPLOYMENT RIGHTS.\n\n         No provision of the Plan, or any Option  granted under the Plan,  shall\nbe  construed  to give any person any right to become,  to be treated  as, or to\nremain an  Employee.  The  Company  and its  Subsidiaries  reserve  the right to\nterminate any person's Service at any time and for any reason.\n\nARTICLE 12.  DURATION AND AMENDMENTS.\n\n         12.01.  Term of the Plan.  The Plan, as set forth herein,  shall become\neffective on the date of its adoption by the Board of Directors,  subject to the\napproval of the Company's stockholders.  In the event that the stockholders fail\nto approve the Plan within twelve (12) months after its adoption by the Board of\nDirectors,  any  Option  grants  already  made  shall be null and  void,  and no\nadditional Option grants shall be made after such date. The Plan shall terminate\nautomatically  ten (10) years after its adoption by the Board of  Directors  and\nmay be terminated on any earlier date pursuant to Section 12.02 below.\n\n                                      -13-\n\n12.02.   Right to Amend or Terminate the Plan.\n\n                  A. The Board of Directors may amend,  suspend or terminate the\nPlan at any time and for any reason;  provided,  however,  that any amendment of\nthe Plan which (1) materially  increases the benefits to the Plan  participants,\n(2) materially  increases the number of Shares  available for issuance under the\nPlan except as provided in Article 9 or Section 4.01B,  (3) change the number of\nShares  subject to stock options to be granted to  nonemployee  directors  under\nSection 4.01B, (4) materially  changes the class of persons who are eligible for\nany grant of Options,  or (5) adversely impacts the rights of participants under\nawards or grants outstanding at the time of such amendment or termination, shall\nbe subject to the approval of the Company's  stockholders.  Stockholder approval\nshall not be required for any other amendment of the Plan.\n\n                  B.  Notwithstanding  Section 12.02A,  Section 4.01B may not be\namended  more often than once every six (6)  months,  other than to conform  the\nPlan to requirements of the Code, the Employee Retirement Income Security Act of\n1974, as amended, or the rules and regulations thereunder.\n\n         12.03.  Effect of Amendment or  Termination.  No Shares shall be issued\nunder the Plan after the termination thereof,  except upon exercise of an Option\ngranted prior to such termination. The termination of the Plan, or any amendment\nthereof,  shall not affect any Share previously  issued or any Option previously\ngranted under the Plan. \n\nARTICLE 13. EXECUTION.\n\n         To record the  adoption of the Plan by the Board of  Directors on 1993,\nthe Company has caused its authorized officer to execute the same.\n\n                                          SUTTER SURGERY CENTERS, INC., a\n                                          Delaware corporation\n\n\n\n                                           By  \/s\/ August A. Saibeni\n                                             -------------------------------\n                                               August A. Saibeni, President\n\n\n\n                                      -14-\n\n\n\n\n\n\n                  FIRST AMENDMENT TO 1993 STOCK OPTION PLAN OF\n                          SUTTER SURGERY CENTERS, INC.\n\n         This First Amendment to 1993 Stock Option Plan, dated May 24, 1993 (the\n'Plan') of Sutter Surgery Centers, Inc., a Delaware corporation (the 'Company'),\nis entered into as of July 23, 1993. All terms not defined herein shall have the\nmeaning set forth in the Plan.\n\n         Section  2.20 of the Plan is hereby  amended to read in its entirety as\nfollows:\n\n              'Subsidiary'  shall mean any entity, if the Company or one or more\n         of its subsidiaries own not less than fifty (50%) of the total combined\n         voting  power of all the equity  interests  in such  entity;  provided,\n         however,  if  the  Company  receives  a  favorable  response  from  the\n         Securities and Exchange  Commission  with respect to an  interpretative\n         question  under  Rule  701 the  Securities  Act of  1933,  as  amended,\n         subsidiary shall also mean any limited partnership in which the Company\n         or one or more of its  subsidiaries  (I)  own the  controlling  general\n         partnership   interest   and  (ii)  are   included  in  the   Company's\n         consolidated  financial  statements under generally accepted accounting\n         principles.'\n\n         Section  4.02 of the Plan is hereby  amended to read in its entirety as\nfollows:\n\n              '4.02. Ten Percent Shareholders.\n\n              'A.  Any  person  eligible  under  the Plan who owns more than ten\n         percent  (10%) of the total  combined  voting  power of all  classes of\n         outstanding  Stock  of  the  Company,  the  Company's  parents,  or the\n         Company's  Subsidiaries  shall  not  receive  any  Options  unless  the\n         Exercise  Price is at least one hundred ten percent  (110%) of the Fair\n         Market Value of a Share on the date of grant.\n\n              'B. Any employee who is required to receive  Options in accordance\n         with Section 4.02A of the Plan,  shall not be eligible for  designation\n         as an Optionee of an ISO unless (a) the  Exercise  Price is  calculated\n         based on  Section  4.02A of the Plan and (b) the Option by its terms is\n         not exercisable after the expiration of five (5) years from the date of\n         grant.'\n\n\n\n         Section 7.01 of the Plan is amended by adding the  following  provision\nto the end of Section 7.01:\n\n              'Further,  Options  granted to any other eligible person under the\n         Plan shall become  exercisable  with respect to at least twenty percent\n         (20%) of the Shares subject thereto on each of the first five (5) years\n         from the date of grant and shall expire ten (10) years from the date of\n         grant.'\n\n         Section  7.03 of the Plan is hereby  amended to read in its entirety as\nfollows:\n\n              'Section 7.03.  Exercise Price.  Each Stock Option Agreement shall\n         specify the Exercise  Price.  Except as required by Section 4.02 of the\n         Plan:\n\n              'A.  The  Exercise  Price  of an ISO  shall  not be less  than one\n         hundred  percent (100%) of the Fair Market Value of a Share on the date\n         of the grant.\n\n              'B. The Exercise Price of a Nonstatutory  Option shall not be less\n         than eighty-five  (85%) of the Fair Market Value of a Share on the date\n         of grant.\n\n              'C. The  Exercise  Price to a  nonemployee  director  shall be one\n         hundred  (100%)  of the  Fair  Market  Value  of a Share on the date of\n         grant.\n\n              'Subject to the  limitations  set forth above,  the Exercise Price\n         under any  Option  shall be  determined  by the  Committee  in its sole\n         discretion.  The Exercise Price shall be payable in a form described in\n         Article 8.'\n\n         Section  7.12 of the Plan is hereby  amended  by adding  the  following\nprovision to the end of Section 7.12:\n\n              'However,   any  provisions   giving  the  Company  the  right  to\n         repurchase the Shares upon the termination of an Optionee's  employment\n         with  the  Company,  or the  Company's  Subsidiaries  shall  only be in\n         accordance   with  the  Rules  of  the   California   Commissioner   of\n         Corporations  (currently set forth in Section 260.140.41(k) of the Code\n         of Regulations),  or under the rules of any applicable state securities\n         regulator.'\n\n                                       -2-\n\n         IN WITNESS WHEREOF, the Company has caused this First Amendment to 1993\nStock Option Plan of Sutter Surgery Centers, Inc., a Delaware corporation, to be\nexecuted on its behalf by its officer  duly  authorized  to act on behalf of the\nCompany.\n\n                                          COMPANY:\n\n   \n                                          SUTTER SURGERY CENTERS, INC., a\n                                          Delaware corporation\n\n\n\n                                          By \/s\/ August A. Saibeni\n                                            --------------------------------\n                                              August A. Saibeni, President\n                                              and Chief Executive Officer\n\n\n\n\n\n\n\n\n\n\n\n\n                                       -3-\n\n\n\n\n                               SECOND AMENDMENT TO\n                            1993 STOCK OPTION PLAN OF\n                          SUTTER SURGERY CENTERS, INC.\n\n         This Second  Amendment to 1993 Stock  Option  Plan,  dated May 24, 1993\n(the 'Plan'),  as amended by the First Amendment,  dated as of July 23, 1993, of\nSutter Surgery Centers,  Inc., a Delaware corporation (the 'Company'),  is dated\nas of March 15,  1994.  All terms not defined  herein shall have the meaning set\nforth in the Plan.\n\n         Section 2.21 of the Plan is hereby  amended in its entirety by deleting\nthe entire Section 2.21.\n\n         Section  7.05 of the Plan is hereby  amended to read in its entirety as\nfollows:\n\n              '7.05.  Exercisability and Term. Each Stock Option Agreement shall\n         specify the date when all or any installment of the Option is to become\n         exercisable. No option shall be exercisable earlier than six (6) months\n         from the date of grant.  The vesting of any Option shall be  determined\n         by the Committee at its sole  discretion.  A Stock Option Agreement may\n         provide for accelerated  exercisability  in the event of the Optionee's\n         death,  disability or  retirement,  or other events.  However,  a Stock\n         Option Agreement may not provide for accelerated  exercisability in the\n         event of a change of control of the Company. The Stock Option Agreement\n         shall also  specify the term of the  Option.  The term shall not exceed\n         ten (10) years from the date of the grant, except as otherwise provided\n         in Section 4.02. Subject to the preceding sentence,  the Committee,  at\n         its sole discretion, shall determine when an Option is to expire.'\n\n         Section 7.07B of the Plan is hereby  amended to read in its entirety as\nfollows:\n\n              'B. The date ninety days (90) days after the termination of his or\n         her Service for any reason other than a disability; or'\n\n              Section  7.07C  of the  Plan  is  hereby  amended  to  read in its\n         entirety  as  follows:  'C.  The date  twelve  months  (12)  after  the\n         termination of his or her Service by reason of a disability.'\n\n         Section  7.12 of the  Plan is  hereby  amended  by  deleting  the  word\n'forfeiture' in the first sentence.\n\n\n\n         Section  9.02 of the Plan is hereby  amended to read in its entirety as\nfollows:\n\n              '9.02. Merger;  Consolidation.  In the event that the Company is a\n         party  to a  merger  or  consolidation,  outstanding  Options  shall be\n         subject to the  agreement of merger or  consolidation.  Such  agreement\n         shall provide for either: (a) the assumption of outstanding  Options by\n         the  surviving  corporation  or its  parent;  (b) the  continuation  of\n         outstanding  Options by the  Company,  if the  Company  is a  surviving\n         corporation;  (C) the  payment  of a cash  settlement  equal to (I) the\n         difference  between  the  amount  to be paid for one Share  under  such\n         agreement  and the  Exercise  Price  multiplied  by (ii) the  number of\n         vested Shares  subject to the Option;  or (d) the  acceleration  of the\n         exercisability   of  outstanding   vested   Options   followed  by  the\n         cancellation of Options not exercised (including unvested options),  in\n         all cases other than clause (C) without the  Optionees'  consent.  (The\n         Optionees'  consent  shall  be  required  for a cash  settlement.)  Any\n         cancellation  shall not occur  earlier than thirty (30) days after such\n         acceleration  is effective  and  Optionees  have been  notified of such\n         acceleration.  In the case of Options  that have been  outstanding  for\n         less than twelve (12) months, a cancellation need not be preceded by an\n         acceleration.'\n\n         IN WITNESS  WHEREOF,  the Company has caused this Second  Amendment  to\n1993 Stock Option Plan, as amended, of Sutter Surgery Centers,  Inc., a Delaware\ncorporation,  to be executed on its behalf by its officer duly authorized to act\non behalf of the Company.\n\n                                            COMPANY:\n\n                                            SUTTER SURGERY CENTERS, INC., a\n                                            Delaware corporation\n\n\n\n                                            By \/s\/ August A. Saibeni\n                                               -----------------------------\n                                               August A. Saibeni, President\n                                               and Chief Executive Officer\n\n                                      -2-\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7751],"corporate_contracts_industries":[9438],"corporate_contracts_types":[9539,9545],"class_list":["post-38208","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-healthsouth-corp","corporate_contracts_industries-health__misc","corporate_contracts_types-compensation","corporate_contracts_types-compensation__esp"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/38208","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=38208"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=38208"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=38208"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=38208"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}