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                                                                    EXHIBIT 10.1

                            SPHERIS HOLDING III, INC.
                              STOCK INCENTIVE PLAN

          1. PURPOSE.

     The purpose of the Plan is to assist the Company in attracting, retaining,
motivating and rewarding Eligible Persons, and to promote the creation of
long-term value for stockholders by closely aligning the interests of
Participants with those of stockholders. The Plan authorizes the award of
Options and Restricted Stock to Participants, to encourage such persons to
expend their maximum efforts in the creation of stockholder value. The Plan is
also intended to qualify certain compensation awarded under the Plan for tax
deductibility under Section 162(m) of the Code to the extent deemed appropriate
by the Committee which administers the Plan.

          2. DEFINITIONS.

     For purposes of the Plan, the following terms shall be defined as set forth
below:

          (a) "Affiliate" means, with respect to any entity, any other entity
that, directly or indirectly through one or more intermediaries, controls, is
controlled by or is under common control with such entity.

          (b) "Award" means any award of an Option or Restricted Stock granted
under the Plan.

          (c) "Board" means the Board of Directors of the Company.

          (d) "Cause" means, in the absence of any such employment, consulting
or other agreement between a Participant and the Employer otherwise defining
Cause, (i) fraud, personal dishonesty, or acts of gross negligence or willful
misconduct on the part of Participant in the course of his or her employment or
services, (ii) a Participant's engagement in conduct that is materially
injurious to the Company or an Affiliate, (iii) misappropriation by Employee of
the assets or business opportunities of the Company or its affiliates; (iv)
embezzlement or other financial fraud committed by Employee, at his direction,
or with his personal knowledge; (v) a Participant's conviction by a court of
competent jurisdiction of, or pleading "guilty" or "no contest" to, (x) a
felony, or (y) any other criminal charge (other than minor traffic violations)
which could reasonably be expected to have a material adverse impact on the
Company's or an Affiliate's reputation or business; or (v) failure by a
Participant to follow the lawful directions of a superior officer or the Board.
In the event there is an employment, consulting or other agreement between a
Participant and the Employer defining Cause, "Cause" shall have the meaning
provided in such agreement.

          (e) "Change in Control" shall mean any transactions or series of
related transactions pursuant to which any person(s) or entity(ies) (other than
the shareholders of the Designated Person and their respective affiliates
immediately following the Closing Date), in the aggregate, directly or
indirectly, acquires beneficially or of record, (i) Voting Equity of a
Designated Person (whether by merger, consolidation, reorganization,
combination, sale or transfer of equity, stockholder or voting agreement, proxy,
power of attorney or otherwise); provided, however, that if immediately
following such transaction or series of transactions, the

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shareholders of the Designated Person and their respective affiliates
immediately following the Closing Date, hold, in the aggregate, equity
securities holding voting power in excess of any other single holder (together
with any affiliates of such single holder), such transaction or series of
transactions shall not constitute a Change in Control hereunder; or (ii) all or
substantially all of a Designated Person's assets.

          (f) "Closing Date" shall have the meaning set forth in the Securities
Purchase Agreement.

          (g) "Code" means the Internal Revenue Code of 1986, as amended from
time to time, including regulations thereunder and successor provisions and
regulations thereto.

          (h) "Committee" means a committee of two or more directors designated
by the Board to administer the Plan; provided, however, that directors appointed
as members of the Committee shall not be employees of the Company or any
subsidiary. In appointing members of the Committee, the Board will consider
whether a member is or will be a Qualified Member, but such members are not
required to be Qualified Members at the time of appointment or during their term
of service on the Committee, and no action of the Committee shall be void or
invalid due to the participation of a member who is not a Qualified Member.

          (i) "Company" means Spheris Holding III, Inc., a Delaware corporation.

          (j) "Company Sale" shall have the meaning ascribed to it in the
Stockholders Agreement.

          (k) "Designated Person" shall mean Spheris, Inc., Spheris Holding II,
Inc., Spheris Operations, Inc. or the Company.

          (l) "Disability" means the permanent and total disability of a person
within the meaning of Section 22(e)(3) of the Code.

          (m) "Drag-along Right" shall have the meaning ascribed to it in the
Stockholders Agreement.

          (n) "Eligible Person" means each employee of the Company or of any
Affiliate, each non-employee director of the Company or an Affiliate, each other
person who provides substantial services to the Company and/or its Affiliates
and who is designated as eligible by the Committee, and any person who has been
offered employment by the Company or an Affiliate, provided that such
prospective employee may not receive any payment or exercise any right relating
to an Award until such person has commenced employment with the Company or a
subsidiary or an Affiliate. An employee on an approved leave of absence may be
considered as still in the employ of the Company or an Affiliate for purposes of
eligibility for participation in the Plan.

          (o) "Employer" means either the Company or an Affiliate that the
Participant (determined without regard to any transfer of an Award) is employed
by or provides services to, as applicable.


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          (p) "Exchange Act" means the Securities Exchange Act of 1934, as
amended from time to time, including rules thereunder and successor provisions
and rules thereto.

          (q) "Expiration Date" means the date upon which the term of an Option,
as determined under 6(b) hereof, expires.

          (r) "Fair Market Value" means (i) prior to an IPO, the fair market
value per share of Stock, as determined by the Board in good faith, (ii) at the
time of an IPO, the per share price to the public in such IPO, and (iii) after
an IPO, on any date (A) if the Stock is listed on a national securities
exchange, the mean between the highest and lowest sale prices reported as having
occurred on the primary exchange with which the Stock is listed and traded on
the date prior to such date, or, if there is no such sale on that date, then on
the last preceding date on which such a sale was reported, or (B) if the Stock
is not listed on any national securities exchange but is quoted in the National
Market System of the National Association of Securities Dealers Automated
Quotation System ("NASDAQ-NMS") on a last sale basis, the average between the
high bid price and low ask price reported on the date prior to such date, or, if
there is no such sale on that date then on the last preceding date on which such
a sale was reported. If, after an IPO, the Stock is not quoted on NASDAQ-NMS or
listed on an exchange, or representative quotes are not otherwise available, the
Fair Market Value shall mean the amount determined by the Board in good faith to
be the fair market value per share of Stock, on a fully diluted basis.

          (s) "IPO" means a "Qualified Public Offering," as such term is defined
in the Company's Amended and Restated Certificate of Incorporation.

          (t) "IPO Date" means the effective date of the registration statement
for the IPO.

          (u) "Lock-Up Period" shall have the meaning set forth in Section 9(a)
below.

          (v) "Mandatory Conversion" shall have the meaning ascribed to it in
the Stockholders Agreement.

          (w) "Option" means a conditional right, granted to a Participant under
Section 6 hereof, to purchase Stock at a specified price during specified time
periods. Options under the Plan are not intended to qualify as incentive stock
options meeting the requirements of Section 422 of the Code.

          (x) "Participant" means an Eligible Person who has been granted an
Award under the Plan which remains outstanding, or if applicable, such other
person or entity who holds an outstanding Award.

          (y) "Plan" means this Spheris Holdings III, Inc. Stock Incentive Plan.

          (z) "Qualified Member" means a member of the Committee who is a
"Non-Employee Director" within the meaning of Rule 16b-3 and an "outside
director" within the meaning of Regulation 1.162-27(c) under Code Section
162(m).


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          (aa) "Restricted Stock" means Stock granted to a Participant under
Section 7 hereof, that is subject to certain restrictions and to a risk of
forfeiture.

          (bb) "Restricted Stock Agreement" means a written agreement between
the Company and a Participant evidencing the terms and conditions of an
individual Restricted Stock grant.

          (cc) "Rule 16b-3" means Rule 16b-3, as from time to time in effect and
applicable to the Plan and Participants, promulgated by the Securities and
Exchange Commission under Section 16 of the Exchange Act.

          (dd) "Securities Act" means the Securities Act of 1933, as amended
from time to time, including rules thereunder and successor provisions and rules
thereto.

          (ee) "Securities Purchase Agreement" shall mean that certain
Securities Purchase Agreement, dated October 12, 2004, by and among Spheris
Holdings LLC and Spheris Holding Inc.

          (ff) "Stock" means the Company's Common Stock, $.01 par value, and
such other securities as may be substituted for Stock pursuant to Section 8
hereof.

          (gg) "Soros Offer" shall have the meaning ascribed to it in the
Stockholders Agreement.

          (hh) "Stockholders Agreement" means the Stockholders Agreement, dated
November 5, 2004, by and among the Company and certain of its investors.

          (ii) "Voting Equity" shall mean the equity securities of a Designated
Person possessing the voting power to elect the Designated Person's governing
body.

          (jj) "Warburg Investors" shall have the meaning ascribed to it in the
Stockholders Agreement.

          3. ADMINISTRATION.

          (a) Authority of the Committee. Except as otherwise provided below,
the Plan shall be administered by the Committee. The Committee shall have full
and final authority, in each case subject to and consistent with the provisions
of the Plan, to (i) select Eligible Persons to become Participants; (ii) grant
Awards; (iii) determine the type, number, and other terms and conditions of, and
all other matters relating to, Awards; (iv) prescribe Award agreements (which
need not be identical for each Participant) and rules and regulations for the
administration of the Plan; (v) construe and interpret the Plan and Award
agreements and correct defects, supply omissions, or reconcile inconsistencies
therein; and (vi) make all other decisions and determinations as the Committee
may deem necessary or advisable for the administration of the Plan. The
foregoing notwithstanding, the Board shall perform the functions of the
Committee for purposes of granting Awards under the Plan to non-employee
directors. In any case in which the Board is performing a function of the
Committee under the Plan, each reference to the Committee herein shall be deemed
to refer to the Board, except where the


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context otherwise requires. Any action of the Committee shall be final,
conclusive and binding on all persons, including, without limitation, the
Company, its subsidiaries, Eligible Persons, Participants and beneficiaries of
Participants.

          (b) Manner of Exercise of Committee Authority. At any time that a
member of the Committee is not a Qualified Member, (i) any action of the
Committee relating to an Award intended by the Committee to qualify as
"performance-based compensation" within the meaning of Section 162(m) of the
Code and regulations thereunder may be taken by a subcommittee, designated by
the Committee or the Board, composed solely of two or more Qualified Members;
and (ii) any action relating to an Award granted or to be granted to a
Participant who is then subject to Section 16 of the Exchange Act in respect of
the Company may be taken either by such a subcommittee or by the Committee but
with each such member who is not a Qualified Member abstaining or recusing
himself or herself from such action, provided that, upon such abstention or
recusal, the Committee remains composed of two or more Qualified Members. Such
action, authorized by such a subcommittee or by the Committee upon the
abstention or recusal of such non-Qualified Member(s), shall be the action of
the Committee for purposes of the Plan. The express grant of any specific power
to the Committee, and the taking of any action by the Committee, shall not be
construed as limiting any power or authority of the Committee.

          (c) Delegation. The Committee may delegate to officers or employees of
the Company or any Affiliate, or committees thereof, the authority, subject to
such terms as the Committee shall determine, to perform such functions,
including but not limited to administrative functions, as the Committee may
determine appropriate. The Committee may appoint agents to assist it in
administering the Plan. Notwithstanding the foregoing or any other provision of
the Plan to the contrary, any Award granted under the Plan to any person or
entity who is not an employee of the Company or any of its Affiliates shall be
expressly approved by the Committee.

          4. SHARES AVAILABLE UNDER THE PLAN.

          (a) Number of Shares Available for Delivery. Subject to adjustment as
provided in Section 8 hereof, the total number of shares of Stock reserved and
available for delivery in connection with Awards under the Plan shall be
14,607,143. Shares of Stock delivered under the Plan shall consist of authorized
and unissued shares or previously issued shares of Stock reacquired by the
Company on the open market or by private purchase.

          (b) Share Counting Rules. The Committee may adopt reasonable counting
procedures to ensure appropriate counting, avoid double counting (as, for
example, in the case of tandem or substitute awards) and make adjustments if the
number of shares of Stock actually delivered differs from the number of shares
previously counted in connection with an Award. To the extent that an Award
expires or is canceled, forfeited, settled in cash or otherwise terminated or
concluded without a delivery to the Participant of the full number of shares to
which the Award related, the undelivered shares will again be available for
Awards. Shares withheld in payment of the exercise price or taxes relating to an
Award and shares equal to the number surrendered in payment of any exercise
price or taxes relating to an Award shall be deemed to constitute shares not
delivered to the Participant and shall be deemed to again be available for


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Awards under the Plan; provided, however, that, where shares are withheld or
surrendered more than ten years after the date of the most recent shareholder
approval of the Plan or any other transaction occurs that would result in shares
becoming available under this Section 4(b), such shares shall not become
available if and to the extent that it would constitute a material revision of
the Plan subject to shareholder approval under then applicable rules of the
principle stock exchange or automated quotation system on which the shares are
then listed or designated for trading.

          5. ELIGIBILITY; LIMITATIONS ON AWARDS.

          (a) Grants to Eligible Persons. Awards may be granted under the Plan
only to Eligible Persons.

          (b) 162(m) Limitation. Subject to Section 8 relating to adjustments,
no Employee shall be eligible to be granted Options covering more than 5,000,000
shares of Stock during any calendar year. This subsection (b) shall not apply
prior to the IPO Date and, following the IPO Date, this subsection (b) shall not
apply until (i) the earliest of: (1) the first material modification of the Plan
(including any increase in the number of shares of Stock reserved for issuance
under the Plan other than in accordance with Section 8 hereof); (2) the issuance
of all of the shares of Stock reserved for issuance under the Plan; (3) the
expiration of the Plan; or (4) the first meeting of stockholders at which
directors are to be elected that occurs after the close of the third calendar
year following the calendar year in which occurred the first registration of an
equity security under Section 12 of the Exchange Act; or (ii) such other date
required by Section 162(m) of the Code and the rules and regulations promulgated
thereunder.

          6. OPTIONS.

          (a) General. Options granted hereunder shall be in such form and shall
contain such terms and conditions as the Committee shall deem appropriate. The
provisions of separate Options shall be set forth in an Option Agreement, which
agreements need not be identical.

          (b) Term. The term of each Option shall be set by the Committee at the
time of grant; provided, however, that no Option granted hereunder shall be
exercisable after the expiration of ten (10) years from the date it was granted.

          (c) Exercise Price. The exercise price per share of Stock for each
Option shall be set by the Committee at the time of grant but shall not be less
than the par value of a share of Stock.

          (d) Payment for Stock. Payment for shares of Stock acquired pursuant
to Options granted hereunder shall be made in full, upon exercise of the Options
(i) in immediately available funds in United States dollars, by certified or
bank cashier' s check or by wire transfer; (ii) by surrender to the Company of
shares of Stock held for at least six months; (iii) by a combination of (i) and
(ii); or (iv) by any other means approved by the Committee. Anything herein to
the contrary notwithstanding, the Company shall not directly or indirectly
extend or maintain credit, or arrange for the extension of credit, in the form
of a personal loan to or for any director or executive officer of the Company
through the Plan in violation of Section 402 of the


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Sarbanes-Oxley Act of 2002 ("Section 402 of SOX"), and to the extent that any
form of payment would, in the opinion of the Company's counsel, result in a
violation of Section 402 of SOX, such form of payment shall not be available.

          (e) Vesting. Options shall vest and become exercisable in such manner
and on such date or dates set forth in the Option Agreement, as may be
determined by the Committee; provided, however, that notwithstanding any vesting
dates contained herein or otherwise set by the Committee, the Committee may in
its sole discretion accelerate the vesting of any Option, which acceleration
shall not affect the terms and conditions of any such Option other than with
respect to vesting. Unless otherwise specifically determined by the Committee,
the vesting of an Option shall occur only while the Participant is employed or
rendering services to the Company or an Affiliate and all vesting shall cease
upon a Participant's termination of employment or services for any reason. If an
Option is exercisable in installments, such installments or portions thereof
which become exercisable shall remain exercisable until the Option expires.

          (f) Transferability of Options. An Option shall not be transferable
except by will or by the laws of descent and distribution and shall be
exercisable during the lifetime of the Participant only by the Participant.
Notwithstanding the foregoing, Options shall be transferable to the extent
provided in the Option Agreement or otherwise determined by the Committee.

          (g) Termination of Employment or Service. Except as may otherwise be
provided by the Committee in the Option Agreement:

               (i) If prior to the Expiration Date, a Participant's employment
     or service, as applicable, with the Employer terminates for any reason
     other than (A) by the Employer for Cause, or (B) by reason of the
     Participant's death or Disability, (1) all vesting with respect to the
     Options shall cease, (2) any unvested Options shall expire as of the date
     of such termination, and (3) any vested Options shall remain exercisable
     until the earlier of the Expiration Date or the date that is ninety (90)
     days after the date of such termination.

               (ii) If prior to the Expiration Date, a Participant's employment
     or service, as applicable, with the Employer terminates by reason of such
     Participant's death or Disability, (A) all vesting with respect to the
     Options shall cease, (B) any unvested Options shall expire as of the date
     of such termination, and (C) any vested Options shall expire on the earlier
     of the Expiration Date or the date that is twelve (12) months after the
     date of such termination due to death or Disability of the Holder. In the
     event of a Participant's death, the Options shall remain exercisable by the
     person or persons to whom a Participant's rights under the Options pass by
     will or the applicable laws of descent and distribution until its
     expiration, but only to the extent the Options were vested by such
     Participant at the time of such termination due to death.

               (iii) If prior to the Expiration Date, a Participant's employment
     or service, as applicable, with the Employer is terminated by the Employer
     for Cause, all Options (whether or not vested) shall immediately expire as
     of the date of such


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     termination.

          7. RESTRICTED STOCK.

          (a) General. Restricted Stock granted hereunder shall be in such form
and shall contain such terms and conditions as the Committee shall deem
appropriate. The terms and conditions of each Restricted Stock grant shall be
evidenced by a Restricted Stock Agreement, which agreements need not be
identical. Subject to the restrictions set forth in Section 7(b), except as
otherwise set forth in the applicable Restricted Stock Agreement, the
Participant shall generally have the rights and privileges of a stockholder as
to such Restricted Stock, including the right to vote such Restricted Stock. At
the discretion of the Committee, cash dividends and stock dividends, if any,
with respect to the Restricted Stock may be either currently paid to the
Participant or withheld by the Company for the Participant's account. A
Participant's Restricted Stock Agreement may provide that cash dividends or
stock dividends so withheld shall be subject to forfeiture to the same degree as
the shares of Restricted Stock to which they relate. Except as otherwise
determined by the Committee, no interest will accrue or be paid on the amount of
any cash dividends withheld.

          (b) Restrictions on Transfer. In addition to any other restrictions
set forth in a Participant's Restricted Stock Agreement, until such time that
the Restricted Stock has vested pursuant to the terms of the Restricted Stock
Agreement, which vesting the Committee may in its sole discretion accelerate at
any time, the Participant shall not be permitted to sell, transfer, pledge, or
otherwise encumber the Restricted Stock. Notwithstanding anything contained
herein to the contrary, the Committee shall have the authority to remove any or
all of the restrictions on the Restricted Stock whenever it may determine that,
by reason of changes in applicable laws or other changes in circumstances
arising after the date of the Restricted Stock Award, such action is
appropriate.

          (c) Certificates. Restricted Stock granted under the Plan may be
evidenced in such manner as the Committee shall determine. If certificates
representing Restricted Stock are registered in the name of the Participant, the
Committee may require that such certificates bear an appropriate legend
referring to the terms, conditions and restrictions applicable to such
Restricted Stock, that the Company retain physical possession of the
certificates, and that the Participant deliver a stock power to the Company,
endorsed in blank, relating to the Restricted Stock. Notwithstanding the
foregoing, the Committee may determine, in its sole discretion, that the
Restricted Stock shall be held in book entry form rather than delivered to the
Participant pending the release of the applicable restrictions.

          (d) Termination of Employment or Service. Except as may otherwise be
provided by the Committee in the Restricted Stock Agreement, if, prior to the
time that the Restricted Stock has vested, a Participant's employment or
service, as applicable, terminates for any reason, (i) all vesting with respect
to the Restricted Stock shall cease, and (ii) at any time following such
termination, and upon written notice to the Participant, the Company shall have
the right to repurchase from the Participant any unvested shares of Restricted
Stock at a purchase


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price equal to the original purchase price paid for the Restricted Stock, or if
the original purchase price is $0, such unvested shares of Restricted Stock
shall be forfeited by the Participant for no consideration.

          8. ADJUSTMENT FOR RECAPITALIZATION, MERGER, ETC.

          (a) Capitalization Adjustments. The aggregate number of shares of
Stock which may be granted or purchased pursuant to Awards granted hereunder,
the number of shares of Stock covered by each outstanding Award, the maximum
number of shares of Stock with respect to which any one person may be granted
Options in any calendar year, and the price per share thereof in each such Award
shall be equitably and proportionally adjusted or substituted, as determined by
the Committee in good faith and in its sole discretion, as to the number, price
or kind of a share of Stock or other consideration subject to such Awards or as
otherwise determined by the Committee in good faith to be fair and equitable (i)
in the event of changes in the outstanding Stock or in the capital structure of
the Company by reason of stock dividends, stock splits, reverse stock splits,
recapitalizations, reorganizations, mergers, consolidations, combinations,
exchanges, or other relevant changes in capitalization occurring after the date
of grant of any such Award, (ii) in the event of any change in applicable laws
or any change in circumstances which results in or would result in any
substantial dilution or enlargement of the rights granted to, or available for,
Participants in the Plan, or (iii) for any other reason which the Committee
determines, in its sole discretion and acting in good faith, to otherwise
warrant equitable adjustment.

          (b) Corporate Events. Notwithstanding the foregoing, except as may
otherwise be provided in an Award agreement, in the event of (i) a merger or
consolidation involving the Company in which the Company is not the surviving
corporation, (ii) a merger or consolidation involving the Company in which the
Company is the surviving corporation but the holders of shares of Stock receive
securities of another corporation and/or other property, including cash, (iii)
the sale of all or substantially all of the assets of the Company, (iv) the
reorganization or liquidation of the Company, or (v) a Change in Control (each,
a "Corporate Event"), in lieu of providing the adjustment set forth in
subsection (a) above, the Committee may, in its discretion, provide that all
outstanding Awards shall terminate as of the consummation of such Corporate
Event, and provide that holders of Awards will receive a payment in respect of
cancellation of their Awards based on the amount of the per share consideration
being paid for the Stock in connection with such Corporate Event, and in the
case of Options, less the applicable exercise price. Payments to holders
pursuant to the preceding sentence shall be made in cash, or, in the sole
discretion of the Committee, in such other consideration necessary for a holder
of an Award to receive property, cash or securities as such holder would have
been entitled to receive upon the occurrence of the transaction if the holder
had been, immediately prior to such transaction, the holder of the number of
shares of Stock covered by the Award at such time; provided, that if such
consideration received in the transaction is not solely equity securities of the
successor entity, the Committee may, with the consent of the successor entity,
provide for the consideration to be received in respect of the Award to be
solely equity securities of the successor entity equal to the Fair Market Value
of the per share consideration received by holders of Stock in the Corporate
Event.


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          (c) Fractional Shares. Any such adjustment may provide for the
elimination of any fractional share which might otherwise become subject to an
Award.

          9. STOCK TRANSFERS

          (a) Prohibition on Transfers. Except as otherwise approved by the
Committee, Restricted Stock and shares of Stock acquired by a Participant
pursuant to any Award granted hereunder may not be sold, transferred or
otherwise disposed of prior to the one hundred eightieth (180th) day following
the IPO Date (the "Lock-Up Period"). If requested by the underwriters managing
any public offering of the Stock, the Participant shall execute a separate
agreement to the foregoing effect. The Company may impose stop-transfer
instructions with respect to the Stock (or securities) subject to the foregoing
restriction until the end of such period.

          (b) Company Sale.

               (i) Upon exercise of the Drag-along Right or acceptance of the
     Soros Offer, the Warburg Investors or Company shall give each Participant a
     written notice containing (i) the name and address of the proposed
     transferee(s) and (ii) the proposed purchase price, terms of payment and
     any other material terms and conditions of the Company Sale. Each
     Participant shall thereafter be obligated to sell all shares of Stock
     acquired pursuant to any Award granted hereunder to the proposed
     transferee, or, in the case of a merger or sale of assets or other
     transaction that requires the vote of the Company's stockholders, to vote
     such shares of Stock in favor of, and waive any dissenter or appraisal
     right it may have in respect of, such Company Sale and shall otherwise take
     all steps necessary (including delivery of certificates or other
     instruments evidencing the shares to be conveyed, duly endorsed and in
     negotiable form with all the requisite documentary stamps affixed thereto)
     to enable him, her or it to facilitate such Company Sale and to comply with
     the provisions of this Section 9(b).

               (ii) Each Participant required to sell all its shares of Stock
     under this Section 9(b) shall be entitled to receive in exchange therefor
     an amount per share equal to the purchase price received per share of Stock
     "owned" by the Warburg Investors in connection with the Company Sale (it
     being understood that, solely for purposes of Section 9(b)(iv), "owned"
     shall mean beneficial ownership, assuming Mandatory Conversion (whether or
     not then convertible) of all outstanding Preferred Stock pursuant to
     Section 5(a)(i) of the Amended and Restated Certificate of Incorporation of
     the Company (giving full effect to Section 5 of the Restated Certificate)).
     Such Participants shall otherwise participate in such Company Sale on other
     terms and conditions not less favorable to such Participants than those
     applicable to the Warburg Investors and, subject to subsection (v) below,
     shall receive the same type of consideration received by the Warburg
     Investors in such Company Sale.

               (iii) Notwithstanding anything contained in this Section 9(b) to
     the contrary, in the event that all or a portion of the purchase price for
     the shares being


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     purchased consists of securities and the sale of such securities to a
     Participant entitled to participate therein would, by virtue of the fact
     that such Participant is not an "accredited investor" (within the meaning
     of Rule 501(a) under the Securities Act), require either a registration
     under the Securities Act or the preparation of a disclosure document
     pursuant to Regulation D under the Securities Act (or any successor
     regulation) or a similar provision of any state securities law, then, at
     the option of the Warburg Investors, any one or more of such Participant
     may receive, in lieu of such securities, the fair market value of such
     securities in cash, as determined in good faith by the Board.

          10. REPURCHASE RIGHTS UPON TERMINATION OF EMPLOYMENT.

     If, prior to the IPO Date, a Participant's employment or service with the
Employer terminates for any reason, at any time thereafter, in addition to any
repurchase right of the Company with respect to unvested shares of Restricted
Stock, as provided in Section 7 above, the Company shall have the right to
repurchase the shares of Stock received pursuant to Awards granted hereunder
(the "Repurchase Right"). The Repurchase Right shall be exercisable upon written
notice to a Participant indicating the number of shares of Stock to be
repurchased and the date on which the repurchase is to be effected, such date to
be not more than thirty (30) days after the date of such notice. The
certificates representing the shares of Stock to be repurchased shall be
delivered to the Company prior to the close of business on the date specified
for the repurchase. Repurchase under this Section 10 shall be at a price equal
to the Fair Market Value of the Stock as of the date of such repurchase.

          11. USE OF PROCEEDS.

     The proceeds received from the sale of Stock pursuant to the Plan shall be
used for general corporate purposes.

          12. RIGHTS AND PRIVILEGES AS A STOCKHOLDER.

     Except as otherwise specifically provided in the Plan, no person shall be
entitled to the rights and privileges of stock ownership in respect of shares of
Stock which are subject to Awards hereunder until such shares have been issued
to that person.

          13. EMPLOYMENT OR SERVICE RIGHTS.

     No individual shall have any claim or right to be granted an Award under
the Plan or, having been selected for the grant of an Award, to be selected for
a grant of any other Award. Neither the Plan nor any action taken hereunder
shall be construed as giving any individual any right to be retained in the
employ or service of the Company or an Affiliate.

          14. COMPLIANCE WITH LAWS.

     The obligation of the Company to make payment of Awards in Stock or
otherwise shall be subject to all applicable laws, rules, and regulations, and
to such approvals by governmental agencies as may be required. Notwithstanding
any terms or conditions of any Award to the contrary, the Company shall be under
no obligation to offer to sell or to sell and shall be


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<PAGE>

prohibited from offering to sell or selling any shares of Stock pursuant to an
Award unless such shares have been properly registered for sale pursuant to the
Securities Act with the Securities and Exchange Commission or unless the Company
has received an opinion of counsel, satisfactory to the Company, that such
shares may be offered or sold without such registration pursuant to an available
exemption therefrom and the terms and conditions of such exemption have been
fully complied with. The Company shall be under no obligation to register for
sale or resale under the Securities Act any of the shares of Stock to be offered
or sold under the Plan or any shares of Stock issued upon exercise or settlement
of Awards. If the shares of Stock offered for sale or sold under the Plan are
offered or sold pursuant to an exemption from registration under the Securities
Act, the Company may restrict the transfer of such shares and may legend the
Stock certificates representing such shares in such manner as it deems advisable
to ensure the availability of any such exemption.

          15. WITHHOLDING OBLIGATIONS.

     As a condition to the exercise or vesting, as applicable, of any Award, the
Committee may require that a Participant satisfy, through deduction or
withholding from any payment of any kind otherwise due to the Participant, or
through such other arrangements as are satisfactory to the Committee, the
minimum amount of all Federal, state and local income and other taxes of any
kind required or permitted to be withheld in connection with such vesting or
exercise. The Committee, in its discretion, may permit shares of Stock to be
used to satisfy tax withholding requirements and such shares shall be valued at
their Fair Market Value as of the settlement date of the Award; provided,
however, that following the IPO Date, the aggregate Fair Market Value of the
number of shares of Stock that may be used to satisfy tax withholding
requirements may not exceed the minimum statutory required withholding amount
with respect to the exercise of such Option.

          16. AMENDMENT OF THE PLAN OR AWARDS.

          (a) Amendment of Plan. The Board at any time, and from time to time,
may amend the Plan; provided, however, that without further stockholder approval
the Board shall not make any amendment to the Plan which would increase the
maximum number of shares of Stock which may be issued pursuant to Awards under
the Plan, except as contemplated by Section 8 hereof, or, following the IPO
Date, which would otherwise violate the shareholder approval requirements of the
national securities exchange on which the Stock is listed or Nasdaq, as
applicable.

          (b) No Impairment of Rights. Rights under any Award granted before
amendment of the Plan shall not be impaired by any amendment of the Plan unless
the Participant consents in writing.

          (c) Amendment of Stock Awards. The Committee, at any time, and from
time to time, may amend the terms of any one or more Awards; provided, however,
that the rights under any Award shall not be impaired by any such amendment
unless the Participant consents in writing.


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<PAGE>

          17. TERMINATION OR SUSPENSION OF THE PLAN.

     The Board may suspend or terminate the Plan at any time. Unless sooner
terminated, the Plan shall terminate on the day before the tenth (10th)
anniversary of the date the Plan is adopted by the Board. No Awards may be
granted under the Plan while the Plan is suspended or after it is terminated.

          18. EFFECTIVE DATE OF THE PLAN.

     The Plan is effective as of November 5, 2004, the date upon which the Board
adopted the Plan.

          19. MISCELLANEOUS.

          (a) Awards to Participants Outside of the United States. The Committee
may modify the terms of any Award under the Plan made to or held by a
Participant who is then resident or primarily employed outside of the United
States in any manner deemed by the Committee to be necessary or appropriate in
order that such Award shall conform to laws, regulations and customs of the
country in which the Participant is then resident or primarily employed, or so
that the value and other benefits of the Award to the Participant, as affected
by foreign tax laws and other restrictions applicable as a result of the
Participant's residence or employment abroad, shall be comparable to the value
of such Award to a Participant who is resident or primarily employed in the
United States. An Award may be modified under this Section 19(a) in a manner
that is inconsistent with the express terms of the Plan, so long as such
modifications will not contravene any applicable law or regulation or result in
actual liability under Section 16(b) of the Exchange Act for the Participant
whose Award is modified.

          (b) No Liability of Committee Members. No member of the Committee
shall be personally liable by reason of any contract or other instrument
executed by such member or on his behalf in his capacity as a member of the
Committee nor for any mistake of judgment made in good faith, and the Company
shall indemnify and hold harmless each member of the Committee and each other
employee, officer or director of the Company to whom any duty or power relating
to the administration or interpretation of the Plan may be allocated or
delegated, against any cost or expense (including counsel fees) or liability
(including any sum paid in settlement of a claim) arising out of any act or
omission to act in connection with the Plan unless arising out of such person's
own fraud or willful bad faith; provided, however, that approval of the Board
shall be required for the payment of any amount in settlement of a claim against
any such person. The foregoing right of indemnification shall not be exclusive
of any other rights of indemnification to which such persons may be entitled
under the Company's Articles of Incorporation or By-Laws, as a matter of law, or
otherwise, or any power that the Company may have to indemnify them or hold them
harmless.

          (c) Payments Following Accidents or Illness. If the Committee shall
find that any person to whom any amount is payable under the Plan is unable to
care for his affairs because of illness or accident, or is a minor, or has died,
then any payment due to such person or his estate (unless a prior claim therefor
has been made by a duly appointed legal representative) may, if the Committee so
directs the Company, be paid to his spouse, child, relative, an


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<PAGE>

institution maintaining or having custody of such person, or any other person
deemed by the Committee to be a proper recipient on behalf of such person
otherwise entitled to payment. Any such payment shall be a complete discharge of
the liability of the Committee and the Company therefor.

          (d) Designation and Change of Beneficiary. Each Participant may file
with the Company a written designation of one or more persons as the beneficiary
who shall be entitled to receive the rights or amounts payable with respect to
an Award due under the Plan upon his death. A Participant may, from time to
time, revoke or change his beneficiary designation without the consent of any
prior beneficiary by filing a new designation with the Committee. The last such
designation received by the Company shall be controlling; provided, however,
that no designation, or change or revocation thereof, shall be effective unless
received by the Company prior to the Participant's death, and in no event shall
it be effective as of a date prior to such receipt. If no beneficiary
designation is filed by the Participant, the beneficiary shall be deemed to be
his or her spouse or, if the Participant is unmarried at the time of death, his
or her estate. Any beneficiary of the Participant receiving an Award hereunder
shall remain subject to the terms of the Plan and the applicable Award
agreement.

          (e) Governing Law. The Plan shall be governed by and construed in
accordance with the internal laws of the State of Delaware without reference to
the principles of conflicts of laws thereof.

          (f) Funding. No provision of the Plan shall require the Company, for
the purpose of satisfying any obligations under the Plan, to purchase assets or
place any assets in a trust or other entity to which contributions are made or
otherwise to segregate any assets, nor shall the Company maintain separate bank
accounts, books, records or other evidence of the existence of a segregated or
separately maintained or administered fund for such purposes. Participants shall
have no rights under the Plan other than as unsecured general creditors of the
Company, except that insofar as they may have become entitled to payment of
additional compensation by performance of services, they shall have the same
rights as other employees under general law.

          (g) Reliance on Reports. Each member of the Committee and each member
of the Board shall be fully justified in relying, acting or failing to act, and
shall not be liable for having so relied, acted or failed to act in good faith,
upon any report made by the independent public accountant of the Company and its
Affiliates and upon any other information furnished in connection with the Plan
by any person or persons other than himself.

          (h) Titles and Headings. The titles and headings of the sections in
the Plan are for convenience of reference only, and in the event of any
conflict, the text of the Plan, rather than such titles or headings shall
control.


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