EX-10.4 Amendment dated June 21, 2007



 







    Exhibit 10.4



 




    AMENDMENT
    TO THE PEDIATRIX MEDICAL GROUP, INC.

    1996 QUALIFIED EMPLOYEE STOCK PURCHASE PLAN



 



    This amendment, made this 21st day of June, 2007 by
    Pediatrix Medical Group, Inc. (hereinafter called the
    “Company”).



 




    WITNESSETH:



 



    WHEREAS, the Company did establish the 1996 Pediatrix Medical
    Group, Inc. Qualified Employee Stock Purchase Plan effective as
    of April 1, 1996, which plan was amended and restated in
    its entirety effective as of October 1, 2006 (as so amended
    and restated, the “Plan”); and



 



    WHEREAS, pursuant to the terms of the Plan, on each Purchase
    Date for each Purchase Period under the Plan, shares of the
    Company’s common stock are to be purchased on the open
    market or from the Company for each Participant with the
    accumulated Participant payroll deductions elected by the
    Participant and made by the Company for the Purchase
    Period; and



 



    WHEREAS the current Purchase Period is the three month period
    ending June 30, 2007 and the Purchase Date for that
    Purchase Period would be the first Business Day after
    June 30, 2007; and



 



    WHEREAS because the Company has not yet filed its Annual Report
    on
    Form 10-K
    for the year ended 2006, the registration statement on
    Form S-8
    pursuant to which shares issued pursuant to the Plan have been
    registered (the
    “Form S-8”)
    is not current and the Company may not issue and sell shares
    thereunder; and



 



    WHEREAS as a result of the foregoing, it is not contemplated
    that shares of the Company’s common stock will be able to
    be purchased pursuant to the Plan on the first Business Day
    after June 30, 2007; and



 



    WHEREAS the Company wants to suspend purchases pursuant to the
    Plan until such time as the
    Form S-8
    for the Plan has been updated in accordance with the
    requirements of the Securities Act of 1933, as amended and the
    rules and regulations of the Securities and Exchange Commission
    thereunder; and



 



    WHEREAS the Company wants to provide participants with various
    options regarding the disposition of the amounts held by the
    Company as a result of payroll deductions for the Purchase
    Period ending June 30, 2007 and any other Purchase Periods
    with respect to which a
    Form S-8
    is not effective on what otherwise would be the Purchase Date
    for that Purchase Period; NOW THEREFORE, pursuant to
    Section 17 thereof, the Plan is hereby amended, effective
    as of January 1, 2007, as follows:



 



    1. The definition of Purchase Date is hereby amended to
    read as follows:



 



    “PURCHASE DATE — each March 31,
    June 30, September 30, and December 31, or if
    such date is not a Business Day the first Business Day, after
    the end of each Purchase Period on which it is administratively
    possible to do the purchase; provided however that unless a
    Registration Statement on
    Form S-8
    with respect to the shares of Common Stock to be issued and sold
    under the Plan contains current information in accordance with
    the Securities Act of 1933, as amended, and the rules and
    regulations of the Securities and Exchange Commission thereunder
    as determined by the General Counsel of the Company (a
    “Current
    S-8”)
    on the date that otherwise would be a Purchase Date, no purchase
    shall be made on that date and instead the amounts withheld by
    payroll deduction shall be carried over into the next Purchase
    Period and, if and to the extent not withdrawn pursuant to the
    provisions of this Plan, the Purchase Date for those carried
    over amounts shall be the fifth Business Day immediately
    following the date on which a Current
    S-8
    thereafter is first available.”













 






    2. Section 6 of the Plan is hereby amended by adding
    the following at the end thereof:



 



    “In the event that shares of Common Stock are not purchased
    under the Plan on a Purchase Date because a Current
    S-8 is not
    available on that Purchase Date, then the Company shall permit
    Participants to elect any of the following:



 



    (i) to cease to have any additional payroll deductions made
    until such time as a Current
    S-8 is
    available, but to have any payroll deductions that are not used
    to purchase shares on the Purchase Date because a Current
    S-8 is not
    available on that Purchase Date carried over to the next
    Purchase Period and used to purchase shares on the fifth
    Business Day immediately following the date on which a Current
    S-8
    thereafter is first available;



 



    (ii) to withdraw all payroll deductions and cease future
    payroll deductions until such time as a Current
    S-8 is
    available; or



 



    (iii) to continue to have payroll deductions taken and to
    have any payroll deductions that are not used to purchase shares
    on the Purchase Date because a Current
    S-8 is not
    available on that Purchase Date carried over to the next
    Purchase Period and used to purchase shares on the fifth
    Business Day immediately following the date on which a Current
    S-8
    thereafter is first available.



 



    Notwithstanding anything in the second paragraph of
    Section 9 hereof to the contrary, a Participant who elects
    to cease payroll deductions during a Purchase Period pursuant to
    the foregoing clauses (i) or (ii) shall be eligible to
    participate again in the first Purchase Period that immediately
    follows the one in which he or she ceased deductions
    and/or
    withdrew prior payroll deductions.”



 



    3. In all other respects, the Plan shall remain unchanged
    by this Amendment.




    

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