Prepared by MERRILL CORPORATION




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EXHIBIT B    
  


 
 

NATIONAL MEDICAL ENTERPRISES, INC.
  
    1991 STOCK INCENTIVE PLAN
  
    Dated September 25, 1991    
  


1.  Purpose of the Plan.  


    The purpose of the 1991 Stock Incentive Plan of National Medical Enterprises, Inc. is to promote the interests of the Company and its shareholders by
strengthening the Company's ability to attract, motivate and retain employees, advisors and consultants of training, experience and ability, and to provide a means to encourage stock ownership and a
proprietary interest in the Company to officers and valued employees of the Company and consultants and advisors to the Company upon whose judgment, initiative, and efforts the financial success and
growth of the business of the Company largely depend. 


2.  Definitions.  


    (a) "Appreciation
Right" means a right to receive an amount, representing the difference between a price per share of Common Stock assigned on the date of grant and the
Fair Market Value of a share of Common Stock on the date of exercise of such grant, payable in cash and/or Common Stock. 



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


    (c) "Committee"
means the Compensation and Stock Option Committee of the Board, unless the Board appoints another committee to administer the Plan. 


    (d) "Common
Stock" means the $.075 par value Common Stock of the Company. 


    (e) "Company"
means National Medical Enterprises, Inc., a Nevada corporation. 


    (f)  "Eligible
Person" means an Employee, advisor or consultant of the Company or any of its present or future subsidiary corporations eligible to receive an Incentive
Award but shall not include a director who is not an Employee of the Company. 


    (g) "Employee"
means any executive officer or any employee of the Company, or of any of its present or future subsidiary corporations. 


    (h) "Exchange
Act" means the Securities Exchange Act of 1934, as amended from time to time or any successor statute. 


    (i)  "Fair
Market Value" means the closing price of a share of Common Stock on the New York Stock Exchange on the date as of which fair market value is to be determined
or the actual sale price of the shares acquired upon exercise if the shares are sold in a same day sale, or if no sales were made on such date, the closing price of such shares on the New York Stock
Exchange on the next preceding date on which there were such sales. 


    (j)  "Incentive
Award" means an Option, Incentive Stock Award, Appreciation Right, Performance Unit, Restricted Unit, or cash bonus award granted under the Plan. 


    (k) "Incentive
Stock Award" means a right to the grant or purchase, at a price determined by the Committee, of Common Stock of the Company which is nontransferable and
subject to substantial risk of forfeiture until specific conditions are met. Such conditions will be determined by the Committee. An Incentive Stock Award includes a Performance Unit paid in Common
Stock of the Company. 


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    (l)  "Incentive Stock Option" means an Option intended to qualify under Section 422 of the Internal Revenue Code of 1986, as amended and the Treasury Regulations
thereunder. 


    (m) "Option"
means an Incentive Stock Option or a nonqualified or nonstatutory stock option. 


    (n) "Performance
Unit" means a grant made under Section 9 entitling a Participant to a payment of Common Stock or cash at the end of a performance period if
certain conditions as may be established by the Committee are met. 


    (o) "Participant"
means any Eligible Person selected to receive an Incentive Award pursuant to Section 5. 


    (p) "Plan"
means the 1991 Stock Incentive Plan as set forth herein, which may be amended from time to time. 


    (q) "Restricted
Unit" means a grant made under Section 10 entitling a Participant to a payment of cash at the end of a vesting period established by the
Committee equivalent in value to the Fair Market Value of a share of Common Stock with such limits as to maximum value, if any, as may be established by the Committee. 


3.  Shares of Common Stock Subject to the Plan.  


    (a) Subject
to the provisions of Section 3(c) and Section 11 of the Plan, the aggregate number of shares of Common Stock that may be issued or transferred
or exercised pursuant to Incentive Awards under the Plan is 18,000,000 shares of Common Stock. 


    (b) The
shares of Common Stock to be delivered under the Plan will be made available, at the discretion of the Board or the Committee, either from authorized but
unissued shares of Common Stock or from previously issued shares of Common Stock reacquired by the Company, including shares purchased on the open market. 


    (c) If
any share of Common Stock that is the subject of an Incentive Award is not issued or transferred and ceases to be issuable or transferable for any reason, such
share of Common Stock will no longer be charged against the limitations provided for in Section 3(a) and may again be made subject to Incentive Awards. However, shares as to which an Option has
been surrendered in connection with the exercise of a related Appreciation Right will not again be available for the grant of any further Incentive Awards. Incentive Awards to the extent they are paid
out in cash and not in Common Stock shall not be applied against the limitations provided for in Section 3(a). 


4.  Administration of the Plan.  


    (a) The
Plan will be administered by the Committee, which will consist of two or more persons (i) who are not eligible to receive Incentive Awards under the
Plan, and (ii) who have not been eligible at any time within one year before appointment to the Committee for selection as persons to whom Incentive Awards may be granted pursuant to the Plan,
or to whom shares may be allocated or Options or Appreciation Rights may be granted pursuant to any other plan of the Company or any of its subsidiary corporations entitling the participants therein
to acquire stock, appreciation rights, or options of the Company or any of its present or future subsidiary corporations, except that this requirement shall not prohibit any person from serving on the
Committee solely by reason of the fact that such person is eligible or may have been granted such rights under the Company's Directors Stock Option Plan or the Director Restricted Share Plan. 


    (b) The
Committee has and may exercise such powers and authority of the Board as may be necessary or appropriate for the Committee to carry out its functions as
described in the Plan. The Committee has authority in its discretion to determine the Eligible Persons to whom, and the time or times at which, Incentive Awards may be granted and the number of
shares, units, or Appreciation 


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Rights subject to each Incentive Award. The Committee also has authority to interpret the Plan, to make determinations as to whether a grantee is permanently and totally disabled, and to determine the
terms and provisions of the respective Incentive Award agreements and to make all other determinations necessary or advisable for Plan administration. The Committee has authority to prescribe, amend,
and rescind rules and regulations relating to the Plan. All interpretations, determinations, and actions by the Committee will be final, conclusive, and binding upon all parties. 


    (c) No
member of the Board nor the Committee will be liable for any action or determination made in good faith by the Board or the Committee with respect to the Plan or
any Incentive Award under it. 


5.  Eligibility.  


    (a) All
Employees who have been determined by the Committee to be key Employees and all consultants and advisors to the Company, or to any subsidiary, present or
future, that have been selected by the Committee are eligible to receive Incentive Awards under the Plan; however, only Employees who have been determined by the Committee to be key Employees shall be
eligible to receive Incentive Stock Options under the Plan. The Committee has authority, in its sole discretion, to determine and designate from time to time those Eligible Persons who are to be
granted Incentive Awards, and the type and amount of Incentive Award to be granted. Each Incentive Award will be evidenced by a written instrument and may include any other terms and conditions
consistent with the Plan, as the Committee may determine. 


    (b) No
person will be eligible for the grant of any Incentive Stock Option who owns or would own immediately after the grant of such Option, directly or indirectly,
stock possessing more than ten percent of the total combined voting power of all classes of stock of the Company or of any subsidiary corporation. This does not apply if, at the time such Incentive
Stock Option is granted, the Incentive Stock Option price is at least 110% of the Fair Market Value of the Common Stock on the date of the grant. In this event, the Incentive Stock Option by its terms
is not exercisable after the expiration of five years from the date of grant. 


6.  Terms and Conditions of Stock Options.  


    (a) The
purchase price of Common Stock under each Option shall be determined by the Committee and shall not be less than an amount allowed by applicable law; however,
the purchase price under an Incentive Stock Option will be at least equal to the Fair Market Value of the Common Stock on the date of grant. 


    (b) Options
may be exercised as determined by the Committee but in no event after 15 years from the date of grant; however, an Incentive Stock Option shall not
be exercisable after the expiration of 10 years from the date of the grant. 


    (c) Upon
the exercise of an Option, the purchase price will be payable in full in cash or, in the discretion of the Committee, by the assignment and delivery to the
Company of shares of Common Stock owned by the optionee (including Common Stock subject to Incentive Stock Awards under the
Plan); or in the discretion of the Committee, by a promissory note secured by shares of Common Stock bearing interest at a rate determined by the Committee; or by a combination of any of the above.
The purchase price may, in the discretion of the Committee, also be paid by delivering a properly executed exercise notice for such Option along with irrevocable instructions to a broker to deliver
promptly to the Company the amount of sale or loan proceeds necessary to fully pay the purchase price and such other documents as the Committee may determine. Any shares assigned and delivered to the
Company in payment or partial payment of the purchase price will be valued at the Fair Market Value on the exercise date. 


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    (d) With respect to Incentive Stock Options granted under the Plan, the aggregate Fair Market Value (determined as of the date the Incentive Stock Option is granted) of
the number of shares with respect to which Incentive Stock Options are exercisable for the first time by an Employee during any calendar year shall not exceed one hundred thousand dollars ($100,000)
or such other limit as may be required by the Internal Revenue Code of 1986, as amended. 


    (e) No
fractional shares will be issued pursuant to the exercise of an Option nor will any cash payment be made in lieu of fractional shares. 


    (f)  With
respect to the exercise of an Option under the Plan, the Participant may, in the discretion of the Committee, receive a replacement Option under the Plan to
purchase a number of shares of Common Stock equal to the number of shares of Common Stock, if any, which the Participant delivered on exercise of the Option, with a purchase price equal to the Fair
Market Value on the exercise date and with a term extending to the expiration date of the original Option. 



    (g) At
the time a Participant exercises an Option, the Committee may grant a cash bonus award in such amount as the Committee may determine. The Committee may make such
a determination at the time of grant or exercise. The cash bonus award may be subject to any condition imposed by the Committee, including a reservation of the right to revoke a cash bonus award at
any time before it is paid. 


    (h) All
Incentive Stock Options shall be granted within 10 years from the date this Plan is adopted or is approved by the shareholders, whichever is earlier. 


    (i)  Incentive
Stock Options by their terms shall not be transferable by an Employee, other than by will or by laws of descent and distribution and shall be exercisable
only by an Employee during his or her lifetime. 


7.  Terms and Conditions of Appreciation Rights.  


    (a) An
Appreciation Right may be granted in connection with an Option, either at the time of grant or at any time thereafter during the term of the Option. 


    (b) An
Appreciation Right granted in connection with an Option will entitle the holder, upon exercise, to surrender such Option or any portion thereof to the extent
unexercised, with respect to the number of shares as to which such Appreciation Right is exercised, and to receive payment of an amount computed pursuant to Section 7(d). Such Option will, to
the extent surrendered, then cease to be exercisable. 


    (c) Subject
to Section 7(i), an Appreciation Right granted in connection with an Option hereunder will be exercisable at such time or times, and only to the
extent that a related Option is exercisable, will expire no later than the related Option expires, and will not be transferable except to the extent that such related Option may be transferable. 


    (d) Upon
the exercise of an Appreciation Right granted in connection with an Option, the holder will be entitled to receive payment of an amount determined by
multiplying: 



     (i) The
difference obtained by subtracting the purchase price of a share of Common Stock specified in the related Option from the Fair Market Value of a share of Common
Stock on the date of exercise of such Appreciation Right, by 


    (ii) The
number of shares as to which such Appreciation Right will have been exercised. 




    (e) An
Appreciation Right granted without relationship to an Option will be exercisable as determined by the Committee but in no event after 15 years from the
date of grant. 


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    (f)  An Appreciation Right granted without relationship to an Option will entitle the holder, upon exercise of the Appreciation Right, to receive payment of an amount
determined by multiplying: 



     (i) The
difference obtained by subtracting the amount assigned to the Appreciation Right by the Committee on the date of grant (which shall not be less than allowed by
applicable law) from the Fair Market Value of a share of Common Stock on the date of exercise of such Appreciation Right, by 


    (ii) The
number of shares as to which such Appreciation Right will have been exercised. 




    (g) At
the time of grant of an Appreciation Right, the Committee may determine the maximum amount payable with respect to such Appreciation Right. 


    (h) Payment
of the amount determined under Section 7(d) or (f) may be made solely in whole shares of Common Stock valued at their Fair Market Value on the
date of exercise of the Appreciation Right or alternatively, in the sole discretion of the Committee, solely in cash or a combination of cash and shares as the Committee deems advisable. If the
Committee decides that payment may be made in shares of Common Stock, and the amount payable results in a fractional share, payment for the fractional share will be made in cash. 


    (i)  An
Appreciation Right granted in connection with an Incentive Stock Option may be exercised only when the market price of the Common Stock subject to the Incentive
Stock Option exceeds the purchase price of a share of Common Stock related to the Incentive Stock Option. 


8.  Terms and Conditions of Incentive Stock Awards.  


    (a) All
shares of Incentive Stock Awards granted pursuant to the Plan will be subject to the following conditions: 



     (i) The
shares may not be transferred, assigned or subject to any encumbrance, pledge or charge until the restrictions are removed or expire or unless otherwise allowed
by the Committee. 


    (ii) The
Committee may require the Participant to enter into an escrow agreement providing that the certificates representing Incentive Stock Awards granted or sold
pursuant to the Plan will remain in the physical custody of an escrow holder until all restrictions are removed or expire. 


    (iii) Each
certificate representing Incentive Stock Awards granted pursuant to the Plan will bear a legend making appropriate reference to the restrictions imposed. 



    (iv) The
Committee may impose the conditions on any shares granted or sold pursuant to the Plan as it may deem advisable, including, without limitation, restrictions
under the Securities Act of 1933, as amended, under the requirements of any stock exchange upon which such shares of the same class are then listed and under any blue sky or other securities laws
applicable to such shares. 


    (v) The
Committee, in its sole discretion, may elect to settle all or a portion of an Incentive Stock Award in cash in lieu of issuing shares of Common Stock based on
the Fair Market Value on the date of payment. 




    (b) The
restrictions imposed under subparagraph (a) above upon Incentive Stock Awards will lapse in accordance with a schedule or other conditions as determined
by the Committee, subject to the provisions of Section 11(d) and Section 13(e). 


    (c) Subject
to the provisions of subparagraph (a) above and Section 13(e), the holder will have all rights of a shareholder with respect to the Incentive
Stock Awards granted or sold, including the right to vote the shares and receive all dividends and other distributions paid or made with respect thereto, unless the Committee determines otherwise at
the time the Incentive Stock Awards are granted or sold. 


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9.  Terms and Conditions of Performance Units.  


    Performance Units, measured in whole or in part by the value of shares of Common Stock, the performance of the Participant, the performance of the Company, its
subsidiaries or any separate business units or properties thereof, or any combination thereof, may be granted under the Plan. Such incentives may be payable in Common Stock, cash or both, and shall be
subject to such restrictions and conditions, as the Committee shall determine. At the time of a Performance Unit grant, the Committee shall determine, in its sole discretion, one or more performance
periods and performance goals to be achieved during the applicable performance periods as well as a target payment value for the Performance Unit or a range of payment values. No performance period
shall exceed 15 years from the
date of the grant. The performance goals applicable to a Performance Unit grant may be subject to such later revisions as the Committee shall deem appropriate to reflect significant unforeseen events
such as changes in laws, regulations or accounting practices, or unusual or nonrecurring items or occurrences. At the end of the performance period, the Committee shall determine the extent to which
performance goals have been attained or a degree of achievement between maximum and minimum levels in order to establish the level of payment to be made, if any, and shall determine if payment is to
be made in the form of Common Stock or cash or both. 


10.  Terms and Conditions of Restricted Units.  


    Restricted Units may be granted under the Plan based on past, current and potential performance. Such Units shall be subject to such restrictions and
conditions as the Committee shall determine. At the time of a Restricted Unit grant, the Committee shall determine, in its sole discretion, the vesting period of the Units and the maximum value of the
Units. No vesting period shall exceed 15 years from the date of the grant. A Restricted Unit grant may be made subject to such later revisions as the Committee shall deem appropriate to reflect
significant unforeseen events such as changes in laws, regulations or accounting practices, or unusual or nonrecurring items or occurrences. At the end of the vesting period applicable to Restricted
Units granted to a Participant, a cash amount equivalent in value to the Fair Market Value of one share of Common Stock on the last day of the vesting period, subject to any maximum value determined
by the Committee at the time of grant, shall be paid with respect to each such Restricted Unit to the Participant. 



    During
the vesting period for Restricted Units, the Committee may provide that a Participant shall be paid with respect to each Restricted Unit, cash amounts in the same amount and at
the same time as a dividend on a share of Common Stock. 


11.  Adjustment Provisions.  


    (a) Subject
to Section 11(b), if the outstanding shares of Common Stock of the Company are increased, decreased, or exchanged for a different number or kind of
shares or other securities, or if additional shares or new or different shares or other securities are distributed with respect to such shares of Common Stock or other securities, through merger,
consolidation, spin off, sale of all or substantially all the property of the Company, reorganization, recapitalization, reclassification, stock dividend, stock split, reverse stock split or other
distribution with respect to such shares of Common Stock, or other securities, an appropriate and proportionate adjustment may be made in (i) the maximum number and kind of shares provided in
Section 3, (ii) the number and kind of shares, units, or other securities subject to the then-outstanding Incentive Awards, and (iii) the price for each share or other
unit of any other securities subject to then-outstanding Incentive Awards without change in the aggregate purchase price or value as to which such Incentive Awards remain exercisable or
subject to restrictions. 


    (b) Despite
the provisions of Section 11(a), upon dissolution or liquidation of the Company or upon a reorganization, merger, or consolidation of the Company
with one or more corporations as a 


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result of which the Company is not the surviving corporation, or upon the sale of all or substantially all the property of the Company, all Incentive Awards then outstanding under the Plan will be
fully vested and exercisable and all restrictions will immediately cease, unless provisions are made in connection with such transaction for the continuance of the Plan and the assumption or the
substitution for such Incentive Awards of new incentive awards covering the stock of a successor employer corporation, or a parent or subsidiary thereof, with appropriate adjustments as to the number
and kind of shares and prices. 


    (c) Adjustments
under Section 11(a) and 11(b) will be made by the Committee, whose determination as to what adjustments will be made and the extent thereof will
be final, binding and conclusive. No fractional interest will be issued under the Plan on account of any such adjustments. 


    (d) In
the event a Change of Control occurs or in the event that any Person makes a filing under Sections 13(d) or 14(d) of the Exchange Act with respect to the
Company, the Committee may, in its sole discretion, without obtaining shareholder approval, take any one or more of the following actions with respect to all Eligible Persons and Participants: 



     (i) Accelerate
the exercise dates of any outstanding Appreciation Rights or Options, accelerate the vesting dates of outstanding Restricted Units or Incentive Stock
Awards or the performance period of outstanding Performance Units, make outstanding Appreciation Rights or Options fully vested and exercisable, or make outstanding Restricted Units fully vested and
outstanding Performance Units fully payable; 



    (ii) Determine
that all or any portion of conditions associated with any Incentive Award have been met; 


    (iii) Grant
a cash bonus award to any of the holders of outstanding Options; 


    (iv) Grant
Appreciation Rights to holders of outstanding Options; 


    (v) Pay
cash to any or all Option holders in exchange for the cancellation of their outstanding Options; 


    (vi) Make
any other adjustments or amendments to the Plan and outstanding Incentive Awards and substitute new Incentive Awards. 




    For
purposes of this Section 11(d), the following definitions shall apply: 



	(A)
	A
"Change in Control" of the Company shall have occurred when a Person, alone or together with its Affiliates and Associates, becomes the beneficial owner of 20% or more of the
general voting power of the Company.



	(B)
	"Affiliate"
and "Associate" shall have the respective meanings ascribed to such terms in Rule 12b-2 of the General Rules and Regulations under the Exchange Act.



	(C)
	"Person"
shall mean an individual, firm, corporation or other entity or any successor to such entity, but "Person" shall not include the Company, any subsidiary of the Company, any
employee benefit plan or employee stock plan of the Company, or any Person organized, appointed, established or holding Voting Stock by, for or pursuant to the terms of such a plan or any Person who
acquires 20% or more of the general voting power of the Company in a transaction or series of transactions approved prior to such transaction or series of transactions by the Board.



	(D)
	"Voting
Stock" shall mean shares of the Company's capital stock having general voting power, with "voting power" meaning the power under ordinary circumstances (and not merely upon
the happening of a contingency) to vote in the election of directors. 



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12.  General Provisions.  


    (a) Nothing
in the Plan or in any instrument executed pursuant to the Plan will confer upon any Participant who is an Employee any right to continue in the employ of
the Company or any of its subsidiaries or affect the right of the Company to terminate the employment of such Participant or terminate the consulting or advisory services of any Participant at any
time with or without cause. 


    (b) No
shares of Common Stock will be issued or transferred pursuant to an Incentive Award unless and until all then-applicable requirements imposed by
federal and state securities and other laws, rules and regulations and by any regulatory agencies having jurisdiction, and by any stock exchanges upon which the Common Stock may be listed, have been
fully met. As a condition precedent to the issuance of shares pursuant to the grant or exercise of an Incentive Award, the Company may require the Participant to take any reasonable action to meet
such requirements. 


    (c) No
Participant and no beneficiary or other person claiming under or through such Participant will have any right, title or interest in or to any shares of Common
Stock allocated or reserved under the Plan or subject to any Incentive Award except as to such shares of Common Stock, if any, that have been issued or transferred to such Participant. 


    (d) The
Company shall have the right to deduct from any settlement, including the delivery or vesting of shares or Units, made under the Plan any federal, state or
local taxes of any kind required by law to be withheld with respect to such payments or take such other action as may be necessary in the opinion of the Company to satisfy all obligations for the
payment of such taxes. With respect to any nonqualified stock Option, the Committee may, in its discretion, permit the Participant to satisfy, in whole or in part, any tax withholding obligation which
may arise in connection with the exercise of the nonqualified stock Option by electing to have the Company withhold shares of Common Stock having a Fair Market Value equal to the amount of the tax
withholding. 


    (e) No
Incentive Award and no right under the Plan, contingent or otherwise, will be transferable, assignable or subject to any encumbrances, pledge or charge of any
nature except that, under such rules and regulations as the Company may establish pursuant to the terms of the Plan, a beneficiary may be designated with respect to an Incentive Award in the event of
death of a Participant. If such beneficiary is the executor or administrator of the estate of the Participant, any rights with respect to such Incentive Award may be transferred to the person or
persons or entity (including a trust) entitled thereto. 


    (f)  The
Company may make a loan to a Participant in connection with (i) the exercise of an Option in an amount not to exceed the aggregate exercise price of the Option
being exercised and the amount of any federal and state taxes payable in connection with such exercise for the purpose of assisting such optionee to exercise such Option and (ii) an Incentive
Stock Award or Performance Unit paid in Common Stock in an amount not to exceed the amount of any federal and state taxes payable upon expiration of any applicable forfeiture provision, performance
period or vesting period for the purpose of assisting the holder of the Incentive Stock Award or Performance Unit to enjoy the rights thereunder. Any such loan may be secured by shares of Common Stock
or other collateral deemed adequate by the Committee and will comply in all respects with all applicable laws and regulations. The Committee may adopt policies regarding eligibility for such loans,
the maximum amounts thereof and any terms and conditions not specified in the Plan upon which such loans will be made. Such loans will bear interest at a rate determined by the Committee. 


    (g) The
Committee may cancel, with the consent of the Participant, all or a portion of any Option or Appreciation Right granted under the Plan to be conditioned upon
the granting to the Participant of a new Option or Appreciation Right for the same or a different number of shares as the Option or Appreciation Right surrendered, or may require such voluntary
surrender as a condition to a grant of a new Option or Appreciation Right to such Participant. Subject to the provisions of Section 6(d), such 


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new Option or Appreciation Right shall be exercisable at the price, during the period and in accordance with any other terms or conditions specified by the Committee at the time the new Option or
Appreciation Right is granted, all determined in accordance with the provisions of the Plan without regard to the price, period of exercise, or any other terms or conditions of the Option or
Appreciation Right surrendered. 


    (h) The
forms of Options and Appreciation Rights granted under the Plan may contain such other provisions as the Committee may deem advisable. 


13.  Amendment and Termination.  


    (a) The
Board will have the power, in its discretion, to amend, suspend or terminate the Plan at any time, subject to approval of the shareholders of the Company to the
extent necessary for the continued applicability of Rule 16b-3 under the Exchange Act. 


    (b) The
Committee may, with the consent of a Participant, make such modifications in the terms and conditions of an Incentive Award agreement as it deems advisable. 


    (c) No
amendment, suspension or termination of the Plan will, without the consent of the Participant, alter, terminate, impair or adversely affect any right or
obligation under any Incentive Award previously granted under the Plan. 


    (d) An
Appreciation Right or an Option held by a person who was an Employee at the time such Appreciation Right or Option was granted will expire immediately if and
when the Participant ceases to be an Employee, except as follows: 



     (i) If
the employment of an Employee is terminated by the Company other than for cause, for which the Company will be the sole judge, then the Appreciation Rights and
Options will expire three months thereafter unless by their terms they expire sooner. During said period, the Appreciation Rights and Options may be exercised in accordance with their terms, but only
to the extent exercisable on the date of termination of employment. 


    (ii) If
the Employee retires at normal retirement age or retires with the consent of the Company at an earlier date or becomes permanently and totally disabled, as
determined by the Committee, while employed by the Company, the Appreciation Rights and Options of the Employee will be exercisable and will expire in accordance with their terms. 


    (iii) If
an Employee dies while employed by the Company, the Appreciation Rights and Options of the Employee will become fully exercisable as of the date of death and
will expire three years after the date of death unless by their terms they expire sooner. If the Employee dies or becomes permanently and totally disabled as determined by the Committee within the
three months referred to in subparagraph (i) above, the Appreciation Rights and Options will become fully exercisable as of the date of death or such permanent disability and will expire, in
the case of death, one year after the date of such death. In the case of permanent and total disability such Options and Appreciation Rights will expire in accordance with their terms. If the Employee
dies or becomes permanently and totally disabled as determined by the Committee subsequent to the time the Employee retires at normal retirement age or retires with the consent of the Company at an
earlier date, the Appreciation Rights and Options will fully vest as of the date of death or permanent and total disability and will expire, in the case of death, one year after the date of death. In
the case of permanent and total disability, such Appreciation Rights and Options will expire in accordance with their terms. 




    (e) In
the event a holder of Incentive Stock Awards, Performance Units or Restricted Units ceases to be an Employee, all such Incentive Stock Awards, Performance Units
or Restricted Units 


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subject to restrictions at the time his or her employment terminates will be returned to the Company unless the Committee determines otherwise except as follows: 



     (i) In
the event the holder of Incentive Stock Awards or Restricted Units ceases to be an Employee due to death all such Incentive Stock Awards or Restricted Units
subject to restrictions at the time his or her employment terminates will no longer be subject to said restrictions. 



    (ii) If
an Employee retires at normal retirement age or retires with the consent of the Company at an earlier date or becomes permanently and totally disabled as
determined by the Committee, all such Incentive Stock Awards, Performance Units and Restricted Units will continue to vest over the
applicable vesting or performance period provided that during these periods such Employee does not engage in or assist any business that the Company, in its sole discretion, determines to be in
competition with businesses engaged in by the Company. 


    (iii) In
the event a holder of Performance Units ceases to be an Employee prior to the end of a performance period applicable thereto, the Committee in its sole
discretion shall determine whether to make any payment to the Participant in respect of such Performance Unit and the timing of such payment, if any. 




    (f)  The
Committee may in its sole discretion determine, (i) with respect to an Incentive Award, that any Participant who is on leave of absence for any reason
will be considered as still in the employ of the Company, provided that rights to such Incentive Award during a leave of absence will be limited to the extent to which such right was earned or vested
at the commencement of such leave of absence, or (ii) with respect to any Appreciation Rights and Options of any Employee who is retiring at normal retirement age or with the consent of the
Company at an earlier age, or of an Employee who becomes permanently and totally disabled as determined by the Committee that the Appreciation Rights and/or Options of such Employee will accelerate
and become fully exercisable on a date specified by the Committee which is not later than the effective date of such Employee's retirement or on a date specified by the Committee which is not later
than the date that the Employee becomes permanently and totally disabled as determined by the Committee. 


14.  Effective Date of Plan and Duration of Plan.  


    This Plan will become effective upon adoption by the Board subject to approval by the holders of a majority of the shares which are represented in person or by
proxy and entitled to vote on the subject at the 1991 Annual Meeting of Shareholders of the Company. Unless previously terminated, the Plan will terminate on September 25, 2006 except with
respect to Incentive Awards then outstanding. 


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EXHIBIT B

NATIONAL MEDICAL ENTERPRISES, INC. 1991 STOCK INCENTIVE PLAN Dated September 25, 1991