{"id":38400,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/2000-senior-executive-stock-incentive-plan-broadlane-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"2000-senior-executive-stock-incentive-plan-broadlane-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/2000-senior-executive-stock-incentive-plan-broadlane-inc.html","title":{"rendered":"2000 Senior Executive Stock Incentive Plan &#8211; Broadlane Inc."},"content":{"rendered":"<pre>                                  FIRST AMENDED AND RESTATED\n                                         BROADLANE, INC.\n                           2000 SENIOR EXECUTIVE STOCK INCENTIVE PLAN\n\n\n     1.  PURPOSE. The purpose of this Plan is to promote the interests of the \nCorporation and its stockholders by strengthening the ability of the \nCorporation and its Parent and Subsidiaries to attract, motivate and retain \nsenior executives and consultants and advisors with valued training, \nexperience and ability, and to provide a means to encourage stock ownership \nand a proprietary interest in the Corporation to valued senior executives, \nconsultants and advisors. This Plan, and offers and sales of securities \npursuant hereto, is intended to meet the requirements of and qualify under \nRule 506 promulgated under the Securities Act, as such rule may be amended \nfrom time to time, and offers and sales of securities pursuant hereto are \ntherefore intended to be exempt from the registration requirements of the \nSecurities Act if and for so long as the Corporation is not subject to the \nreporting requirements of Sections 13 or 15(d) of the Exchange Act.\n\n    2.   DEFINITIONS.\n\n         2.1.  \"Administrator\" shall mean the administrator of this Plan, \nwhich may be, at the sole discretion of the Board of Directors, either the \nBoard of Directors as a whole or the Committee.\n\n         2.2.  \"Award\" shall mean an Option or other award granted to a \nParticipant under this Plan.\n\n         2.3.  \"Board of Directors\" shall mean the Board of Directors of the \nCorporation.\n\n         2.4.  \"Code\" shall mean the Internal Revenue Code of 1986, as amended.\n\n         2.5.  \"Committee\" shall mean such committee, if any, designated by \nthe Board of Directors to administer this Plan.\n\n         2.6.  \"Corporation\" shall mean Broadlane, Inc., a Delaware \ncorporation.\n\n         2.7.  \"Corporations Code\" shall mean the Corporations Code of the \nState of California.\n\n         2.8.  \"Employee\" shall mean any executive office or employee of the \nCorporation, or any Parent or Subsidiary.\n\n         2.9.  \"Exchange Act\" shall mean the Securities Exchange Act of 1934, \nas amended.\n\n         2.10. \"Exercise Form\" shall mean such form as the Administrator \nshall distribute to Participants to give notice of exercise of Awards.\n\n         2.11. \"Fair Market Value\" shall mean the fair market value of a \nshare of Stock as determined pursuant to Section 6.6.\n\n         2.12. \"Incentive Option\" shall mean an Option intended to qualify \nunder Section 422 of the Code and applicable Treasury Regulations thereunder.\n\n         2.13. \"Non-Qualified Option\" shall mean an Option not intended to \nqualify under Section 422 of the Code and applicable Treasury Regulations \nthereunder.\n\n\n\n\n         2.14. \"Option\" shall mean an Incentive Option or a Non-Qualified \nOption.\n\n         2.15. \"Parent or Subsidiary\" shall mean any \"parent\" or \"subsidiary\" \nof the Corporation, as such terms are defined in Section 424 of the Code, and \nshall include any parent of the Corporation, any majority-owned subsidiary \nof the Corporation and any majority-owned subsidiary of any parent of the \nCorporation as contemplated by Rule 701 promulgated under the Securities Act.\n\n         2.16. \"Participant\" shall mean any Employee of, or consultant or \nadvisor to, the Corporation, or any Parent or Subsidiary, who has been \ndetermined by the Administrator to be eligible to receive Awards under this \nPlan.\n\n         2.17. \"Plan\" shall mean the Broadlane, Inc. 2000 Senior Executive \nStock Incentive Plan, adopted by the Board on January 11, 2000, and approved \nby the shareholders of the Corporation on January 21, 2000, as it may be \namended from time to time.\n\n         2.18. \"Securities Act\" shall mean the Securities Act of 1933, as \namended.\n\n         2.19. \"Stock\" shall mean the common stock, par value $0.0001 per \nshare, of the Corporation.\n\n    3.   ADMINISTRATION.\n\n         3.1.  ADMINISTRATOR. This Plan shall be administered by the \nAdministrator.\n\n         3.2.  COMMITTEE.\n\n               3.2.1. MEMBERS. The Committee, if any, shall select one of its \nmembers as Chairman and shall appoint a Secretary, who need not be a member \nof the Committee. In the event that the Corporation becomes \"publicly held\" \nwithin the meaning of Section 162(m) of the Code, or becomes subject to the \nreporting requirements of Sections 13 or 15(d) of the Exchange Act, then, the \nCommittee shall, to the extent necessary, consist of two or more directors, \neach of whom: (i) is a \"Non-Employee Director\" (as such term is defined in \nRule 16b-3 promulgated under the Exchange Act, as such Rule may be amended \nfrom time to time), and (ii) with respect to any awards intended to qualify \nfor the \"performance based compensation\" exception in Section 162(m) of the \nCode, is an \"outside director\" within the meaning of Section 162(m) of the \nCode. The Committee shall hold meetings at such times and places as it may \ndetermine and minutes of such meetings shall be recorded. Acts by a majority \nof the committee in a meeting at which a quorum is present and acts approved \nin writing by a majority of the members of the Committee shall be valid acts \nof the Committee. No member of the Committee shall vote on any matter \nconcerning his or her own participation in this Plan.\n\n               3.2.2. TERM. The members of the Committee, if any, shall serve \non the Committee for the period of time determined by the Board of Directors \nand shall be subject to removal by the Board of Directors at any time. The \nBoard of Directors may terminate the function of the committee at any time \nand resume all powers and authority previously delegated to the Committee.\n\n         3.3.  AUTHORITY. The Board of Directors shall have sole discretion \nand authority to grant Awards under this Plan to Participants at such times, \nunder such terms and in such amounts as it may decide. Subject to the express \nprovisions of this Plan, the Administrator shall have complete authority to \ninterpret this Plan, to prescribe, amend and rescind the rules and \nregulations relating to this Plan, to determine the details and provisions of \nany Award Grant and to make all other determinations necessary or advisable \nfor the administration of this Plan.\n\n                                      2\n\n\n\n\n         3.4.  TYPE OF AWARD. The Board of Directors shall have full authority \nand discretion to determine, and shall specify in the applicable Award Grant, \nwhether a Participant will be granted Incentive Options, Non-Qualified \nOptions or other Awards; PROVIDED, HOWEVER, that Incentive Options shall be \ngranted only to Employees, and shall be subject to special limitations set \nforth herein attributable to Incentive Options.\n\n         3.5   INTERPRETATION. The interpretation and construction by the \nAdministrator of any provisions of this Plan or of any Award granted under \nthis Plan shall be final and binding on all parties having an interest in \nthis Plan or any Award granted hereunder. The Administrator shall not be \nliable for any action or determination made in good faith with respect to \nthis Plan or any Award granted under this Plan.\n\n    4.   ELIGIBILITY.\n\n         4.1.  GENERAL. All members of the Corporation's, or any Parent's or \nSubsidiary's, senior management who hold the title \"Senior Vice President\" or \nabove or other employees, advisors or consultants who otherwise qualify as an \n\"accredited investor,\" as such term is defined in Rule 501 under the \nSecurities Act shall be eligible to receive Awards under this Plan. The \nselection of Participants shall be within the sole and absolute discretion of \nthe Administrator. No Participant shall be granted an Award under this Plan \nunless such Participant has executed an Accredited Investor Certification \nForm. In addition, no Participant shall be granted an Incentive Option under \nthis Plan unless such Participant is an Employee on the date of grant.\n\n         4.2. LIMITATION ON INCENTIVE OPTIONS. No Participant shall be \ngranted any Incentive Options to the extend that the aggregate Fair Market \nValue of the shares of Stock for which such Incentive Options are exercisable \nfor the first time by such Participant during any calendar year (under all \nplans of the Corporation as determined under Section 422(d) of the Code) \nexceeds $100,000.\n\n    5.   SHARES OF STOCK SUBJECT TO THIS PLAN. The aggregate number of shares \nsubject to outstanding Awards shall not exceed 6,000,000 shares of Stock \n(subject to adjustment as provided in Section 8). If any Award granted \nhereunder shall expire or terminate for any reason without having been \nexercised in full, the unpurchased shares subject thereto shall again be \navailable for purposes of this Plan.\n\n    6.   TERMS AND CONDITIONS OF OPTIONS. Any Option granted pursuant to this \nPlan shall be evidenced by an Award Grant in such form as the Administrator \nshall from time to time determine, which shall comply with and be subject to \nthe following terms and conditions:\n\n         6.1.  NUMBER OF SHARES. Each Award Grant shall state the number of \nshares of Stock to which it pertains.\n\n         6.2.  EXERCISE PRICE. Each Award Grant shall state the exercise \nprice of the Option granted thereby, which shall be the Fair Market Value of \nthe Stock on the date of grant of such Option; PROVIDED, HOWEVER, that (i) \nthe exercise price of any Incentive Option shall not be less than the Fair \nMarket Value of the Stock on the date of grant of such Option, (ii) the \nexercise price of any Option granted to an Employee who owns more than 10% of \nthe total combined voting power of all classes of the Corporation's stock, as \ndetermined for purposes of Section 422 of the code, shall not be less than \n110% of the Fair Market Value of the Stock on the date of grant of such \nOptions and (iii) the exercise price of any Non-Qualified Option shall not be \nless than 100% of the Fair Market Value of the Stock on the date of grant of \nsuch Option.\n\n                                      3\n\n\n\n          6.3   VESTING TERM OF OPTION. The Board of Directors shall \ndetermine the vesting and exercisability schedules for each Option issued \npursuant to this Plan, and such schedules shall be set forth in each Award \nGrant. The vesting of Options may be immediate. The term of an Option \ngranted hereunder shall be determined by the Administrator at the time of \ngrant, but shall not exceed ten (10) years from the date of grant. The term \nof any Incentive Option granted to an Employee who owns more than 10% of the \ntotal combined voting power of all classes of the Corporation's capital \nstock, as determined for purposes of Section 422 of the Code, shall in no \nevent exceed five (5) years from the date of grant. All Options shall be \nsubject to early termination as set forth in this Plan. In no event shall \nany Option be exercisable after the expiration of its term.\n\n          6.4   METHOD OF EXERCISE. A Participant shall exercise an \nOption by delivering an executed Exercise Form to the Administrator. Such \nExercise Form shall state the number of shares with respect to which an \nOption is being exercised and designate a time, during normal business hours \nof the Corporation, for the delivery thereof (\"Exercise Date\"), which time \nshall be at least 30 days after the date of such notice unless an earlier \ndate shall have been mutually agreed upon. At the time specified in the \nExercise Form, the Corporation shall deliver to such Participant at the \nprincipal office of the Corporation, or such other appropriate place as may \nbe determined by the Administrator, a certificate or certificates for such \nshares. Notwithstanding the foregoing, the Administrator may postpone \ndelivery of any certificate or certificates after notice of exercise \nfor such reasonable period as may be required to comply with any applicable \nlisting requirements of any securities exchange. In the event the exercise \nof an Option shall be made by a person other than a Participant after the \ndeath of a Participant, the Exercise Form shall be accompanied by \nappropriate proof of the right of such person to exercise such Option.\n\n          6.5   METHOD AND TIME OF PAYMENT. The exercise price shall be \npayable in full on or before the Exercise Date in cash or certified bank or \ncashier's check or, at the election of the Administrator, in any one of the \nfollowing alternative forms.\n\n                6.5.1.   Full payment in shares of Stock having a Fair \nMarket Value on the Exercise Date equal to the exercise price; or\n\n                6.5.2.   A reduction in the number of shares of Stock \notherwise issuable upon exercise of an Option, with such withheld shares \nhaving a Fair Market Value on the Exercise Date equal to the exercise price.\n\n          6.6   FAIR MARKET VALUE. Except as otherwise may be provided in \nan Award Grant, the Fair Market Value of a share of Stock on any relevant \ndate shall be determined in accordance with the following provisions.\n\n                6.6.1.   If the Stock at the time is neither listed nor \nadmitted to trading on any stock exchange nor traded in the over-the-counter \nmarket, then the Fair Market Value shall be determined in good faith by the \nAdministrator based on an independent third party valuation or such other \nmeans as the Administrator shall deem appropriate.\n\n                6.6.2.   If the Stock at the time is listed or admitted to \ntrading on any stock exchange, then the Fair Market Value shall be the \nclosing sales price of one share of Stock on the date in question on the \nstock exchange determined by the Administrator to be the primary market for \nthe Stock, as such price is officially quoted in the composite tape of \ntransactions on such exchange. If there is no reported sale of Stock on \nsuch exchange on the date in question, then the Fair Market Value shall be \nthe closing sales price on the exchange on the last preceding date for which \nsuch quotation exists.\n\n                                       4\n\n\n                6.6.3.   If the Stock at the time is neither listed nor \nadmitted to trading on any stock exchange but is traded in the \nover-the-counter market, then the Fair Market Value shall be the mean between \nthe highest bid and lowest ask prices (or, if such information is available, \nthe closing sales price) of one share of Stock on the date in question in the \nover-the-counter market, as such prices are reported by the National \nAssociation of Securities Dealers through its NASDAQ system or any successor \nsystem. If there are no reported bid and ask prices (or closing sales price) \nfor the Stock on the date in question, then the Fair Market Value shall be the \nmean between the highest bid and lowest ask price (or the closing sales \nprice) on the last preceding date for which such quotations exist.\n\n          6.7.  MODIFICATION, EXTENSION AND RENEWAL OF OPTIONS. Subject to \nthe terms and conditions of this Plan, the Administrator may modify, extend or \nrenew outstanding Options granted under this Plan, or accept the surrender of \noutstanding Options (to the extent not exercised) and authorize the grant of \nnew Options in substitution therefor.\n\n     7.   OTHER AWARDS. Awards are not restricted to Options or any other \nspecified form or structure and may include, without limitation, grants, \nsales or bonuses of stock, restricted stock, reload stock options, stock \npurchase warrants, other rights to acquire stock, securities convertible into \nor redeemable for stock, stock appreciation rights, limited stock \nappreciation rights, phantom stock, dividend equivalents, performance units \nor performance shares, and an Award may consist of one such security or \nbenefit or two or more of them in tandem or in the alternative.  The terms \nupon which such other Awards may be granted shall be determined by the \nAdministrator, in its sole discretion.\n\n     8.   ADJUSTMENTS UPON CHANGES IN CAPITALIZATION.\n\n          8.1   SUBDIVISION OR CONSOLIDATION.  Subject to any required action \nby the stockholders of the Corporation, if the outstanding shares of Stock \nare increased, decreased or exchanged for a different number or kind of \nshares or other securities, or if additional shares or new or different \nshares or other securities are distributed with respect to such shares of \nStock or other securities, through merger, consolidation, spin off, sale of \nall or substantially all the property of the Company, reorganization, \nrecapitalization, reclassification, stock dividend, stock split, reverse \nstock split or other distribution with respect to such shares of Stock or \nother securities, an appropriate and proportionate adjustment shall be made \nin (a) the maximum number and kind of shares provided in Section 5, (b) the \nnumber and kind of shares, units or other securities subject to the \nthen-outstanding Awards and (x) the price for each share or other unit of any \nother securities subject to then-outstanding Awards without change in the \naggregate purchase price or value as to which such Awards remain exercisable \nor subject to restrictions.  No fractional interest shall be issued under \nthis Plan on account of any such adjustments.\n\n          8.2.  Notwithstanding the provisions of Section 8.1, upon \ndissolution or liquidation of the Corporation or upon a reorganization, \nmerger or consolidation of the Corporation with one or more corporations as a \nresult of which the Corporation is not the surviving corporation or survives \nas a subsidiary of another corporation, or upon the sale of all or \nsubstantially all the property of the Corporation, all Awards then \noutstanding under this Plan shall be fully vested and exercisable and all \nrestrictions shall immediately cease, unless provisions are made in \nconnection with such transaction for the continuance of this Plan and the \nassumption or the substitution for such Awards of new awards covering the \nstock of a successor employer corporation, or a parent or subsidiary thereof, \nwith appropriate adjustments as to the number and kind of shares and prices.\n\n          8.3.  ADJUSTMENTS. To the extent that the foregoing adjustments \nrelate to capital stock or securities of the  Corporation, such adjustments \nshall be made by the Administrator, whose determination in that respect shall \nbe final, binding and conclusive.\n\n                                       5\n\n\n          8.4.  ABILITY TO ADJUST. The grant of an Award pursuant to this Plan \nshall not affect in any way the right or power of the Corporation to make \nadjustments, reclassifications, reorganizations or changes of its capital or \nbusiness structure or to merge, consolidate, dissolve, liquidate, sell or \ntransfer all or any part of its business or assets.\n\n          8.5.  NOTICE OF ADJUSTMENT. Whenever the Corporation shall take any \naction resulting in any adjustment provided for in this Section 8, the \nCorporation shall forthwith deliver notice of such action to each \nParticipant, which notice shall set forth the number of shares subject to \neach Award and the exercise price thereof resulting from such adjustment.\n\n          8.6.  LIMITATION ON ADJUSTMENTS. Any adjustment, assumption or \nsubstitution of an Incentive Option shall comply with Section 424 of the \nCode, if applicable.\n\n     9.   NONASSIGNABILITY. Awards granted under this Plan may not be sold, \npledged, assigned or transferred in any manner other than by will or by the \nlaws of interstate succession, and may be exercised during the lifetime of a \nParticipant only by such Participant. Any transfer by a Participant of any \nAward granted under this Plan in violation of this Section 9 shall void such \nAward, and any Award Grant entered into by such Participant and the \nCorporation regarding such transferred Award shall be void and have no \nfurther force or effect. No Award shall be pledged or hypothecated in any \nway, nor shall any Award be subject to execution, attachment or similar \nprocess.\n\n     10.  TERM OF PLAN. This Plan is effective on the date this Plan is \nadopted by the Board of Directors. Awards may be granted pursuant to this \nPlan from time to time within a period of ten (10) years from such date, or \nthe date of any required stockholder approval required under this Plan, if \nearlier. Termination of this Plan shall not affect any Award theretofore \ngranted.\n\n     11.  AMENDMENT AND TERMINATION.\n\n          11.1. The Administrator shall have the power, in its discretion, to \namend, suspend or terminate this Plan at any time. The Administrator may amend \nthis Plan to address administrative matters but may not, however, amend this \nPlan in any material respect, including, without limitation, to increase the \nnumber of shares of Stock that may be issued, transferred or exercised \npursuant to Awards granted under this Plan or change the types or terms of \nAwards that may be granted under this Plan, without the approval of the \nstockholders of the Corporation.\n\n          11.2. The Administrator may, with the consent of a Participant, make \nsuch modifications in the terms and conditions of an Award Grant as it deems \nadvisable.\n\n          11.3. No amendment, suspension or termination of this Plan shall, \nwithout the consent of a Participant, alter, terminate, impair or adversely \naffect any right or obligation under any Award previously granted to such \nParticipant under this Plan.\n\n          11.4. Subject to the provisions of Section 11.5 with respect to \nIncentive Options, an Award held by a Participant who was an Employee at the \ntime such an Award was granted shall expire immediately if and when such \nParticipant ceases to be an Employee, except as follows:\n\n                11.4.1.  If the employment of an Employee is terminated by the \nCorporation other than for cause, for which the Corporation shall be the sole \njudge, then such Award shall expire 90 days thereafter, except as otherwise \ndetermined by the Administrator, unless by its terms it expires sooner.  \nDuring said period, such Award may be exercised in accordance with its terms, \nbut only to the extent it was exercisable on the date of termination of \nemployment.\n\n                                       6\n\n\n\n                11.4.2.  If an Employee retires at normal retirement age or \nretires with the consent of the Administrator at an earlier date or becomes \npermanently and totally disabled, as determined by the Administrator, while \nemployed by the Corporation, such Award shall be exercisable and expire in \naccordance with its terms.\n\n                11.4.3.  If an Employee dies while employed by the \nCorporation, such Award shall become fully exercisable as of the date of \ndeath and shall expire three (3) years after the date of death unless by its \nterms it expires sooner. If an Employee dies or becomes permanently and \ntotally disabled as determined by the Administrator within the 90 day period \nreferred to in Section 11.4.1 above, such Award shall become fully \nexercisable as of the date of death or such permanent disability and shall \nexpire, in the case of death, one (1) year after the date of death. In the \ncase of permanent and total disability, such Award shall be exercisable and \nexpire in accordance with its terms. If an Employee dies or becomes \npermanently and totally disabled as determined by the Administrator \nsubsequent to the time such Employee retired at normal retirement age or \nretired with the consent of the Administrator at an earlier date, such Award \nshall fully vest as of the date of death or permanent and total disability \nand shall expire, in the case of death, one (1) year after the date of death. \nIn the case of permanent and total disability, such Award shall be \nexercisable and expire in accordance with its terms.\n\n          11.5. In the event a holder of Incentive Options ceases to be an \nEmployee, all such Incentive Options subject to restrictions at the time his \nor her employment terminates shall be returned to the Corporation unless the \nAdministrator determines otherwise except as follows:\n\n                11.5.1.  In the event the holder of Incentive Options ceases \nto be an Employee due to death all such Incentive Options subject to \nrestrictions at the time his or her employment terminates shall no longer be \nsubject to said restrictions.\n\n                11.5.2.  If an Employee retires at normal retirement age or \nretires with the consent of the Administrator at an earlier date or becomes \npermanently and totally disabled, as determined by the Administrator, such \nEmployee's Incentive Options shall continue to vest over the applicable \nvesting or performance period; PROVIDED, that during these periods such \nEmployee does not engage in or assist any business that the Administrator, in \nits sole discretion, determines to be in competition with businesses engaged \nin by the Corporation.\n\n          11.6. The Administrator may, in its sole discretion but subject to \napplicable law, determine that (i) any Employee who takes a leave of absence \nfor any reason shall be considered as still in the employ of the Corporation; \nPROVIDED, that such Employee's right to his or her Incentive Option during a \nleave of absence shall be limited to the extent to which such right was \nearned or vested at the commencement of such leave of absence, or (ii) any \nEmployee who retires at normal retirement age or with the consent of the \nAdministrator at an earlier age or becomes permanently and totally disabled, \nas determined by the Administrator, shall have his or her Incentive Options \nbecome fully exercisable on a date specified by the Administrator that is not \nlater than, as the case may be, the effective date of such Employee's \nretirement or the date such Employee becomes permanently and totally \ndisabled, as determined by the Administrator.\n\n         11.7.  For purposes of this Plan, any provisions regarding \ntermination of employment shall be deemed to refer to employment with the \nCorporation, Tenet or any Parent or Subsidiary of either of them, provided \nthat if a Participant terminates employment with any of the foregoing and \nimmediately commences employment with another of the foregoing, then such \nevent shall not be deemed a termination of employment for purposes of this \nPlan. Any subsequent termination of employment from the Corporation, Tenet or \nany Parent or Subsidiary of either shall be subject to the provisions of this \nPlan.\n\n                                       7\n\n\n     12.  GENERAL PROVISIONS.\n\n          12.1. APPROVAL OF BOARD OF DIRECTORS AND STOCKHOLDERS. This Plan \nshall not take effect until approved by the Board of Directors. This Plan \nshall be approved by a vote of the stockholders of the Corporation within \ntwelve (12) months from the date of approval by the Board of Directors. No \nAward may be exercisable prior to the time this Plan is approved by the \nstockholders of the Corporation. In the event such stockholder vote is not \nobtained, all Awards granted hereunder shall be null and void.\n\n          12.2. SECURITIES LAWS COMPLIANCE: Notwithstanding anything \ncontained herein, the Corporation shall not be obligated to grant any option \nunder this Plan or to sell, issue or effect any transfer of any shares of \nStock unless such grant, sale, issuance or transfer is at such time \neffectively (i) registered or exempt from registration under the Securities \nAct and (ii) qualified or exempt from qualification under the California \nCorporate Securities Law of 1968 and any other applicable state securities \nlaws. As a condition to the exercise of any Award, a Participant shall make \nsuch representations as may be deemed appropriate by counsel to the \nCorporation for the Corporation to use any available exemption from \nregistration under the Securities Act or any applicable state securities law.\n\n          12.3. RESTRICTIVE LEGENDS. The certificates representing the shares \nof Stock issued pursuant to any Award will bear the following legends giving \nnotice of restrictions on transfer of such shares under the Act and this \nPlan, as follows:\n\n                (a) THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN \nISSUED OR TRANSFERRED IN A TRANSACTION THAT WAS NOT REGISTERED UNDER THE \nSECURITIES ACT OF 1933, AS AMENDED (THE \"ACT\"), IN RELIANCE UPON AN \nEXEMPTION AFFORDED BY SUCH ACT. NO SALE, TRANSFER, HYPOTHECATION OR \nENCUMBRANCE OF THESE SHARES SHALL BE MADE, NO ATTEMPTED SALE, TRANSFER, \nHYPOTHECATION OR ENCUMBRANCE SHALL BE VALID AND THE ISSUER SHALL NOT BE \nREQUIRED TO GIVE ANY EFFECT TO ANY SUCH TRANSACTION UNLESS (A) SUCH \nTRANSACTION SHALL HAVE BEEN DULY REGISTERED UNDER THE ACT OR (B) THE ISSUER \nSHALL HAVE FIRST RECEIVED AN OPINION OF COUNSEL SATISFACTORY TO IT THAT SUCH \nREGISTRATION IS NOT REQUIRED.\n\n                (b) SALE, TRANSFER, HYPOTHECATION OR ENCUMBRANCE OF THE \nSHARES REPRESENTED BY THIS CERTIFICATE IS RESTRICTED BY THE PROVISIONS OF AN \nAWARD GRANT DATED ___________, 2000 AND A STOCK INCENTIVE PLAN DATED \nJANUARY 11, 2000, COPIES OF WHICH MAY BE INSPECTED AT THE CORPORATION'S \nPRINCIPAL OFFICE.\n\n                (c) Any other legends required by applicable state securities \nlaws as determined by the Committee.\n\n          12.4. WITHHOLDING TAXES. Notwithstanding anything else to the \ncontrary in this Plan or any Award Grant, the exercise of an Award shall be \nconditioned upon payment by a Participant in cash or other provisions \nsatisfactory to the Administrator, including shares of Stock, of all local, \nstate, federal or other withholding taxes applicable, in the Administrator's \njudgment, to the exercise of an Award or to the subsequent disposition of \nshares acquired upon such exercise (including any repurchase of an Award or \nshares of Stock).\n\n          12.5. RESERVATION OF SHARES. The Corporation, during the term of \nthis Plan, shall at all times reserve and keep available such number of \nshares of Stock as shall be sufficient to satisfy the requirements of this \nPlan.\n\n                                       8\n\n\n          12.6. MANDATORY ARBITRATION. In the event of any dispute between \nthe Corporation and a Participant regarding this Plan, the dispute and any \nIssue as to the arbitrability of such dispute shall be settled, to the \nexclusion of a court of law, by arbitration in Santa Clara County, \nCalifornia, by a panel of three arbitrators (each party shall choose one \narbitrator and the third shall be chosen by the two arbitrators so selected) \nin accordance with the Commercial Arbitration Rules of the American \nArbitration Association then in effect. The decision of a majority of the \narbitrators shall be final and binding upon the parties. All costs of the \narbitration and the fees of the arbitrators shall be allocated between the \nparties as determined by a majority of the arbitrators, it being the \nintention of the parties that the prevailing party in such a proceeding be \nmade whole with respect to its expenses.\n\n          12.7. PARACHUTE PAYMENTS. No outstanding Award or shares of Stock \nacquired upon exercise of an Award shall have any restrictions thereon \naccelerated or removed to the extent any such acceleration or removal would, \nwhen added to the present value of other payments in the nature of \ncompensation that becomes due and payable to a Participant, result in the \npayment to such Participant of an excess parachute payment as determined \nunder Section 280G of the Code. The existence of any such excess parachute \npayment shall be determined in the sole and absolute discretion of the \nAdministrator.\n\n          12.8. NOTICES. Any notice to be given under the terms of this Plan \nshall be addressed to the Corporation at its principal office in care of its \nSecretary, and any notice to be given to a Participant shall be addressed to \nsuch Participant at the address maintained by the Corporation for such \nParticipant or at such other address as such Participant may specify in \nwriting to the Corporation.\n\n          12.9. INFORMATION. The Corporation shall provide financial \nstatements at least annually to all Participants.\n\n          12.10. NO RIGHT TO EMPLOYMENT. Neither the grant nor exercise of \nan Award nor anything in this Plan or any Award Grant shall impose upon the \nCorporation, or any Parent or Subsidiary, any obligation to employ or \ncontinue to employ a Participant. The right of the Corporation, or any Parent \nor Subsidiary, to terminate a Participant's employment shall not be \ndiminished or affected because an Award has been granted to a Participant.\n\n          12.11. NO RIGHTS AS A STOCKHOLDER. A Participant or his or her \nsuccessor shall have no rights as a stockholder of the Corporation with \nrespect to any shares of Stock underlying any Award until the date of the \nissuance to such Participant of a certificate for such shares of Stock. No \nadjustment shall be made for dividends (ordinary of extraordinary, whether in \ncash, securities or other property) or distributions or other rights for \nwhich the record date is prior to the date such certificate is issued, except \nas provided in Section 8.\n\n          12.12. APPLICATION OF FUNDS. The proceeds received by the \nCorporation from the sale of shares of Stock pursuant to the exercise of \nAwards may be used for general corporate purposes.\n\n          12.13. NO OBLIGATION TO EXERCISE AWARD. The grant of an Award shall \nnot impose any obligation upon a Participant to exercise such Award.\n\n          12.14. GOVERNING LAW. This Plan and any Awards granted hereunder \nshall be governed by the laws of the State of Delaware and applicable federal \nlaw.\n\n          12.15. OTHER PROVISIONS. As Award Grant may contain such other \nprovisions, including, without limitation, vesting provisions, provisions \nregarding the timing of exercisability of vested Options, restrictions or \nconditions upon the exercise of Options, repurchase rights applicable to \nOptions and shares\n\n                                       9\n\n\nof Stock and restrictions on the transfer of Options and shares of Stock, as \nthe Administrator shall deem advisable.\n\n    As amended by the Board of Directors on February 10, 2000, and approved \nby the shareholders of the Corporation on March 17, 2000.\n\n\n                                       BROADLANE, INC., a Delaware corporation\n\n\n\n\n\n                                       10\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[9030],"corporate_contracts_industries":[9435],"corporate_contracts_types":[9539,9546],"class_list":["post-38400","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-tenet-healthcare-corp","corporate_contracts_industries-health__hospitals","corporate_contracts_types-compensation","corporate_contracts_types-compensation__incentive"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/38400","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=38400"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=38400"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=38400"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=38400"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}