Exhibit 10.5





Exhibit 10.5



IASIS HEALTHCARE CORPORATION




AMENDED AND RESTATED 2004 STOCK OPTION PLAN




Adopted June 22, 2004; amended October 11, 2010




1. Purpose of the Plan




The purpose of the IASIS Healthcare Corporation (the “Company”) Amended and Restated 2004
Stock Option Plan (the “Plan”) is to promote the interests of the Company and its stockholders by
providing the key employees, directors, service providers and consultants of the Company and its
Affiliates with an appropriate incentive to encourage them to continue in the employ of the Company
or Affiliate and to improve the growth and profitability of the Company.



2. Definitions




As used in this Plan, the following capitalized terms shall have the following meanings:



(a) “Affiliate” shall mean the Company and any of its direct or indirect subsidiaries.



(b) “Board” shall mean the Board of Directors of the Company or any committee appointed by the
Board to administer the Plan pursuant to Section 3.



(c) “Cause” shall mean, when used in connection with the termination of a Participant’s
Employment, unless otherwise provided in the Participant’s Stock Option Grant Agreement, effective
employment agreement or other written agreement with respect to the termination of a Participant’s
Employment, the termination of the Participant’s Employment by the Company or an Affiliate on
account of (i) dishonesty in the performance of such Participant’s duties; (ii) the Participant’s
willful misconduct in connection with such Participant’s duties or any act or omission which is
materially injurious to the financial condition or business reputation of the



 


 









 






Company or any of its
subsidiaries or affiliates; (iii) a breach by a Participant of
the Participant’s duty of loyalty to the Company and its Affiliates; (iv) the Participant’s
unauthorized removal from the premises of the Company or Affiliate of any document (in any medium
or form) relating to the Company or an Affiliate or the customers of the Company or an Affiliate;
or (v) the commission by the Participant of any felony or other serious crime involving moral
turpitude. Any rights the Company or an Affiliate may have hereunder in respect of the events
giving rise to Cause shall be in addition to the rights the Company or Affiliate may have under any
other agreement with the Employee or at law or in equity. If, subsequent to a Participant’s
termination of Employment, it is discovered that such Participant’s Employment could have been
terminated for Cause, the Participant’s Employment shall, at the election of the Board, in its sole
discretion, be deemed to have been terminated for Cause retroactively to the date the events giving
rise to Cause occurred.



(d) “Change in Control” shall mean any transactions or series of related transactions pursuant
to which any Person (as defined in Section 13(d)(3) or 14(d)(2) of the Securities and Exchange Act
of 1934, as amended from time to time (the “Exchange Act”)) or “group” of Persons (as defined in
Section 13(d) of the Exchange Act), (other than TPG Partners IV, LP and the other parties to the
operating agreement of IASIS Investment LLC, a Delaware limited liability company, on the Effective
Time or their respective affiliates), in the aggregate, directly or indirectly, acquires
beneficially or of record, (i) equity of a Designated Person, as hereinafter defined, possessing
the voting power to elect a majority of the Designated Person’s governing body (whether by merger,
consolidation, reorganization, combination, sale or transfer of equity, stockholder or voting
agreement, proxy, power of attorney or otherwise) or (ii) all or substantially all of a Designated
Person’s assets. For purposes of this Agreement, Designated Person shall mean IASIS Investment
LLC and the Company. Notwithstanding the foregoing, in
no event will a Change in Control occur as a result of the initial public offering of the Company’s
shares of common stock or any secondary offering to the public.


 


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(e) “Code” shall mean the Internal Revenue Code of 1986, as amended.



(f) “Commission” shall mean the U.S. Securities and Exchange Commission.



(g) “Common Stock” shall mean the ordinary shares of the Company, par value US $0.01 per
share.



(h) “Company” shall mean IASIS Healthcare Corporation.



(i) “Director” shall mean a member of the Board of Directors who is not at the time of
reference an employee of the Company.



(j) “Disability” shall mean a permanent disability as defined in the Company’s or an
Affiliate’s disability plans, or as defined from time to time by the Company, in its discretion, or
as specified in the Participant’s Stock Option Grant Agreement, provided that in the event the
Participant is party to an effective employment agreement with the Company or its Affiliates and
such employment agreement contains a different definition of Disability, the definition of
Disability contained in such employment agreement shall be substituted for the definition set forth
above for all purposes hereunder.



(k) “Eligible Employee” shall mean (i) any Employee who is a key executive of the Company or
an Affiliate, or (ii) certain other Employees, directors, service providers or consultants who, in
the judgment of the Board, should be eligible to participate in the Plan due to the services they
perform on behalf of the Company or an Affiliate.



(l) “Employment” shall mean employment with the Company or any Affiliate and shall include the
provision of services as a director or consultant for the Company or any Affiliate. “Employee” and
“Employed” shall have correlative meanings.


 


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(m) “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.



(n) “Exercise Date” shall have the meaning set forth in Section 4.10 herein.



(o) “Exercise Notice” shall have the meaning set forth in Section 4.10 herein.



(p) “Exercise Price” shall mean the price that the Participant must pay under the Option for
each share of Common Stock as determined by the Board for each Grant and specified in the Stock
Option Grant Agreement.



(q) “Fair Market Value” shall mean, as of any date:



(1) prior to the existence of a Public Market for the Common Stock, the value per share of
Common Stock as determined in good faith by the Board; or



(2) on which a Public Market for the Common Stock exists, (i) closing price on such day of a
share of Common Stock as reported on the principal securities exchange on which shares of Common
Stock are then listed or admitted to trading or (ii) if not so reported, the average of the closing
bid and ask prices on such day as reported on the National Association of Securities Dealers
Automated Quotation System or (iii) if not so reported, as furnished by any member of the National
Association of Securities Dealers, Inc. (“NASD”) selected by the Board. The Fair Market Value of a
share of Common Stock as of any such date on which the applicable exchange or inter-dealer
quotation system through which trading in the Common Stock regularly occurs is closed shall be the
Fair Market Value determined pursuant to the preceding sentence as of the immediately preceding
date on which the Common Stock is traded, a bid and ask price is reported or a trading price is
reported by any member of NASD selected by the Board. In the event that the price of a share of
Common Stock shall not be so reported or furnished, the Fair
Market Value shall be determined by the Board in good faith to reflect the fair market value
of a share of Common Stock.


 


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(r) “Financing Restriction” shall mean a restriction contained in any guarantee, financing or
security agreement or document entered into by the Company or its Affiliates that restricts or
prohibits the redemption of the Option(s).



(s) “Good Reason” shall mean, unless otherwise specified in a Participant’s Stock Option Grant
Agreement, employment agreement or other written agreement with respect to the termination of a
Participant’s Employment, (i) a material diminution in a Participant’s duties and responsibilities
other than a change in such Participant’s duties and responsibilities that results from becoming
part of a larger organization following a Change in Control, (ii) a decrease in a Participant’s
base salary or benefits other than a decrease in benefits that applies to all employees of the
Company or its Affiliates otherwise eligible to participate in the affected plan, or (iii) a
relocation of a Participant’s primary work location more than 50 miles from the Participant’s work
location as in effect immediately prior to the Change in Control, without written consent; provided
that, within 60 days following the occurrence of any of the events set forth herein, the
Participant shall have delivered written notice to the Company of his intention to terminate his
Employment for Good Reason, which notice specifies in reasonable detail the circumstances claimed
to give rise to the Participant’s right to terminate his Employment for Good Reason, and the
Company shall not have cured such circumstances within 30 days following the Company’s receipt of
such notice.



(t) “Grant” shall mean a grant of an Option under the Plan evidenced by a Stock Option Grant
Agreement.



(u) “Grant Date” shall mean the Grant Date as defined in Section 4.3 herein.


 


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(v) “Incentive Stock Option” shall mean an Option granted to a Participant who is an employee
of the Company or one of its Affiliates which Option, at the date of grant, is intended to be an
“incentive stock option” within the meaning of Section 422 of the Code and which is identified as
an Incentive Stock Option in the agreement by which it is evidenced.



(w) “Management Stockholders’ Agreement” shall mean the Management Stockholders’ Agreement,
substantially in the form attached hereto as Exhibit B, or such other stockholders’ agreement as
may be entered into between the Company and any Participant.



(x) Non-Qualified Stock Option” shall mean an Option granted to a Participant that is not
intended to be an Incentive Stock Option.



(y) “Option” shall mean the option to purchase Common Stock granted to any Participant under
the Plan. Each Option shall be identified as either an Incentive Stock Option or a Non-Qualified
Stock Option in the agreement by which it is evidenced.



(z) “Option Spread” shall mean, with respect to any date of determination,



with respect to an Option, the excess, if any, of the Fair Market Value of a share of Common
Stock as of such date over the Exercise Price.



(aa) “Participant” shall mean an Eligible Employee to whom a Grant of an Option under the Plan
has been made, and, where applicable, shall include Permitted Transferees.



(bb) “Permitted Transferee” shall have the meaning set forth in Section 4.6.



(cc) “Person” means an individual, partnership, corporation, limited liability
company, unincorporated organization, trust or joint venture, or a governmental agency or
political subdivision thereof.


 


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(dd) A “Public Market” for the Common Stock shall be deemed to exist for purposes of the Plan
if the Common Stock is registered under Section 12(b) or 12(g) of the Exchange Act and trading
regularly occurs in such Common Stock in, on or through the facilities of securities exchanges
and/or inter-dealer quotation systems in the United States (within the meaning of Section 902(n) of
the Securities Act) or any designated offshore securities market (within the meaning of Rule 902(a)
of the Securities Act).



(ee) “Securities Act” shall mean the Securities Act of 1933, as amended.



(ff) “Stock Option Grant Agreement” shall mean an agreement, substantially in the form which
is attached hereto as Exhibit A, entered into by each Participant and the Company evidencing the
Grant of each Option pursuant to the Plan.



(gg) “Transfer” shall mean any transfer, sale, assignment, gift, testamentary transfer,
pledge, hypothecation or other disposition of any interest. “Transferee” and “Transferor” shall
have correlative meanings.



(hh) “Vesting Date” shall mean the date an Option becomes exercisable as defined in Section
4.4 herein.



3. Administration of the Plan




The Board shall administer the Plan, provided that the Board may appoint a committee to
administer the Plan. In the event the Board appoints such a committee, such committee shall have
the rights and duties of the Board in respect of the Plan. No member of the Board shall
participate in any decision that specifically affects such member’s interest in the Plan unless
such decision also affects the Options of other Participants in the same manner.



3.1 Powers of the Board. In addition to the other powers granted to the Board under the Plan,
the Board shall have the power: (a) to determine to which of the Eligible Employees Grants shall be
made; (b) to determine the time or times when Grants shall be made
and to determine the number of shares of Common Stock subject to each such Grant; (c) to
prescribe the form of and terms and conditions of any instrument evidencing a Grant; (d) to adopt,
amend and rescind such rules and regulations as, in its opinion, may be advisable for the
administration of the Plan; (e) to construe and interpret the Plan, such rules and regulations and
the instruments evidencing Grants; and (f) to make all other determinations necessary or advisable
for the administration of the Plan.


 


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3.2 Determinations of the Board. Any Grant, determination, prescription or other act of the
Board shall be final and conclusively binding upon all persons.



3.3 Indemnification of the Board. No member of the Board shall be liable for any action or
determination made in good faith with respect to the Plan or any Grant. To the full extent
permitted by law, the Company shall indemnify and hold harmless each person made or threatened to
be made a party to any civil or criminal action or proceeding by reason of the fact that such
person, or such person’s testator or intestate, is or was a member of the Board to the extent such
criminal or civil action or proceeding relates to the Plan.



3.4 Compliance with Applicable Law; Securities Matters; Effectiveness of Option Exercise. The
Company shall be under no obligation to effect the registration pursuant to the Securities Act of
any shares of Common Stock to be issued hereunder or to effect similar compliance under any state
laws. Notwithstanding anything herein to the contrary, the Company shall not be required to issue
or deliver any certificates evidencing shares of Common Stock pursuant to the exercise of any
Options, unless and until the Board has determined, with advice of counsel, that the issuance and
delivery of such certificates is in compliance with all applicable laws, regulations of
governmental authorities and, if applicable, the requirements of any exchange on which the shares
of Common Stock are listed or traded. In addition to the terms
and conditions provided herein, the Board may require that a Participant make such reasonable
covenants, agreements and representations as the Board, in its sole discretion, deems advisable in
order to comply with any such laws, regulations or requirements.


 


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The Company may, in its sole discretion, defer the effectiveness of an exercise of an Option
hereunder or the issuance or transfer of Common Stock pursuant to any Grant pending or to ensure
compliance under federal or state securities laws. The Company shall inform the Participant in
writing of its decision to defer the effectiveness of the exercise of an Option or the issuance or
transfer of Common Stock pursuant to any Grant. During the period that the effectiveness of the
exercise of an Option has been deferred, the Participant may, by written notice, withdraw such
exercise and obtain the refund of any amount paid with respect thereto.



3.5 Inconsistent Terms. In the event of a conflict between the terms of the Plan and the
terms of any Stock Option Grant Agreement, the terms of the Stock Option Grant Agreement shall
govern.



3.6 Plan Term. The Board shall not Grant any Options under this Plan on or after June 22,
2014. All Options which remain outstanding after such date shall continue to be governed by the
Plan.



4. Options




Subject to adjustment as provided in Section 4.14 hereof, the Board may grant to Participants
Options to purchase shares of Common Stock of the Company which, in the aggregate, do not exceed
1,168,000 shares of Common Stock provided that on each anniversary of June 22, 2004, prior to an
initial public offering of the Company’s shares of Common Stock, an additional 146,000 shares of
Common Stock of the Company will be available for grant. Notwithstanding the foregoing, effective
October 11, 2010, the



 


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number of shares of Common Stock available for grant under the Plan shall be
2,625,975, including all shares utilized for grants since the adoption of the Plan, and the number of shares shall no longer be increased
on each anniversary of June 22, 2004. No more than twenty-five percent of the shares of Common
Stock reserved for issuance under the Plan may be granted as Incentive Stock Options and unless
otherwise determined by the Board, no more than twenty-five percent of each Grant shall be an
Incentive Stock Option. To the extent that any Option granted under the Plan terminates, expires
or is canceled without having been exercised, the shares covered by such Option shall again be
available for Grant under the Plan.



4.1 Identification of Options. The Options granted under the Plan shall be clearly identified
in the Stock Option Grant Agreement as either Incentive Stock Options or Non- Qualified Stock
Options.



4.2 Exercise Price. The Exercise Price of any Option granted under the Plan shall be such
price as the Board shall determine (which may be equal to, less than or greater than the Fair
Market Value of a share of Common Stock on the Grant Date for such Non-Qualified Stock Options but
shall not be less than par value per share and with respect to such Incentive Stock Options shall
not be less than 100% of the Fair Market Value of a share of Common Stock on the Grant Date) and
which shall be specified in the Stock Option Grant Agreement; provided that such price may not be
less than the minimum price required by law.



4.3 Grant Date. The Grant Date of the Options shall be the date designated by the Board and
specified in the Stock Option Grant Agreement as of the date the Option is granted.


 


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4.4 Vesting Date of Options. Each Stock Option Grant Agreement shall indicate the date or
conditions under which such Option shall become exercisable. Notwithstanding the foregoing, unless
otherwise provided in a Participant’s Stock Option Grant
Agreement, if within the two-year period following a Change in Control the Participant’s
Employment is terminated by the Company or its Affiliates without Cause or by the Participant for
Good Reason, all of the Participant’s Options granted hereunder shall immediately become vested and
exercisable.



4.5 Expiration of Options. With respect to each Participant, such Participant’s Option(s), or
portion thereof, which have not become exercisable shall expire on the date such Participant’s
Employment is terminated for any reason unless otherwise specified in the Stock Option Grant
Agreement. With respect to each Participant, each Participant’s Option(s), or any portion thereof,
which have become exercisable on the date such Participant’s Employment is terminated shall, unless
otherwise provided in the Participant’s Stock Option Grant Agreement, expire on the earlier of (i)
the commencement of business on the date the Participant’s Employment is terminated for Cause; (ii)
90 days after the date the Participant’s Employment is terminated for any reason other than Cause,
death or Disability; (iii) one year after the date the Participant’s Employment is terminated by
reason of death or Disability; or (iv) the 10th anniversary of the Grant Date for such Option(s).
For the avoidance of doubt, any Option, or portion thereof, that has become exercisable by a
Permitted Transferee on account of the death of a Participant shall expire one year after the date
such deceased Participant’s Employment terminated by reason of death, unless otherwise provided in
the Participant’s Stock Option Grant Agreement. Notwithstanding the foregoing, the Board may
specify in the Stock Option Grant Agreement a different expiration date or period for any Option
granted hereunder, and such expiration date or period shall supersede the foregoing expiration
period.


 


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4.6 Limitation on Transfer. During the lifetime of a Participant, each Incentive Stock Option
granted to him or her shall be exercisable only by the Participant. No
Incentive Stock Option shall be assignable or transferable otherwise than by will or by the
laws of decent and distribution. Notwithstanding the foregoing, with respect to Non-Qualified
Stock Options unless otherwise provided in the Stock Option Grant Agreement or by the Board, during
the lifetime of a Participant, each Non-Qualified Stock Option shall be exercisable only by such
Participant. Upon the death of the Participant, such Participant’s Option(s) shall be transferable
to his beneficiaries or his estate (a “Permitted Transferee”).



4.7 Condition Precedent to Transfer of Any Option. It shall be a condition precedent to any
Transfer of any Option by any Participant that the Transferee, if not already a Participant in the
Plan, shall agree prior to the Transfer in writing with the Company to be bound by the terms of the
Plan, the Stock Option Grant Agreement and the Management Stockholder’s Agreement as if he had been
an original signatory thereto, except that any provisions of the Plan based on the Employment (or
termination thereof) of the original Participant shall continue to be based on the Employment (or
termination thereof) of the original Participant.



4.8 Effect of Void Transfers. In the event of any purported Transfer of any Options in
violation of the provisions of the Plan, such purported Transfer shall, to the extent permitted by
applicable law, be void and of no effect.



4.9 Exercise of Options. A Participant may exercise any or all of his vested Options by
serving an Exercise Notice on the Company as provided in Section 4.10 hereto.



 


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4.10 Method of Exercise. The Option shall be exercised by delivery of written notice to the
Company’s principal office (the “Exercise Notice”), to the attention of its Secretary, no less than
five business days in advance of the effective date of the proposed exercise (the “Exercise Date”).
Such notice shall (a) specify the number of shares of Common Stock with respect to which the
Option is being exercised, the Grant Date of such Option and the Exercise
Date, (b) be signed by the Participant, (c) prior to the existence of a Public Market for the
Common Stock, indicate in writing that the Participant agrees to be bound by the Management
Stockholders’ Agreement, and (d) if the Option is being exercised by the Participant’s Permitted
Transferee(s), such Permitted Transferee(s) shall indicate in writing that they agree to and shall
be bound by the Plan and Stock Option Grant Agreement as if they had been original signatories
thereto (as provided in Section 4.7 hereof) and, prior to the existence of a Public Market for the
Common Stock, by the Management Stockholders’ Agreement. The Exercise Notice shall include payment
in cash for an amount equal to the Exercise Price multiplied by the number of shares of Common
Stock specified in such Exercise Notice or any method otherwise approved by the Board. In
addition, the Participant shall be responsible for the payment of applicable withholding and other
taxes in cash (or shares of Common Stock if approved by the Board) that may become due as a result
of the exercise of such Option. The Board may, in its discretion, permit Participants to make the
above-described payments in forms other than cash. The partial exercise of the Option, alone,
shall not cause the expiration, termination or cancellation of the remaining Options.



4.11 Limitations on Grant of Incentive Stock Options. Incentive Stock Options may only be
granted to employees of the Company and its Affiliates. The aggregate fair market value (within
the meaning of Section 422 of the Code) of the shares of Common Stock covered by “incentive stock
options” (within the meaning of Section 422 of the Code) granted under the Plan and under any other
plan, agreement or arrangement of the Company or any Affiliate thereof which may become exercisable
for the first time by a Participant during any calendar year shall not exceed $100,000. To the
extent, if any, that such aggregate fair market value



 


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limitation is exceeded, then Incentive Stock
Options granted hereunder to such Participant shall, to the extent and in the order required by regulations promulgated under the Code,
automatically be deemed to be Non-Qualified Stock Options, but all other terms and provisions of
such Incentive Stock Options shall remain unchanged. Additionally, no Incentive Stock Option may
be granted to an individual if, at the time of the proposed grant, such individual owns stock
possessing more than ten percent of the total combined voting power of all classes of stock of the
Company or any Affiliate thereof, unless (i) the exercise price of such Incentive Stock Option is
at least one hundred and ten percent of the Fair Market Value of a share of Common Stock at the
time such Incentive Stock Option is granted and (ii) such Incentive Stock Option is not exercisable
after the expiration of five years from the date such Incentive Stock Option is granted.



4.12 Certificates of Shares. Subject to Section 3.4 herein, upon the exercise of the Options
in accordance with Section 4.10 and, prior to the existence of a Public Market for the Common
Stock, upon execution of the Management Stockholders’ Agreement, in the Board’s sole discretion,
certificates of shares of Common Stock shall be issued in the name of the Participant and delivered
to such Participant or the ownership of such shares shall be otherwise recorded in a book-entry or
similar system utilized by the Company as soon as practicable following the Exercise Date. Prior
to the existence of a Public Market, no shares of Common Stock shall be issued to or recorded in
the name of any Participant until such Participant agrees to be bound by and executes the
Management Stockholders’ Agreement.


 


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4.13 Administration of Options.



(a) Termination of the Options. The Board may, at any time, without amendment to the Plan or
any relevant Stock Option Grant Agreement, terminate any and all Options then outstanding, whether
or not exercisable, if the Board determines in good faith that
permitting the Options to remain outstanding would violate any law or regulation or require
the Company to register its securities under the Securities Act of 1933, as amended (the
“Securities Act”) or file reports under the Exchange Act if at such time the Company is not
required to do so, provided, however, that the Company, in full consideration of such termination,
shall pay with respect to any Option, or portion thereof, then outstanding, an amount equal to the
Option Spread determined as of the date of termination multiplied by the number of shares of Common
Stock underlying such Option. Such payment shall be made as soon as practicable after the payment
amounts are determined, provided, however, that the Company shall have the option to make payments
to the Participants by issuing a note to the Participant bearing a rate of interest equal to the
average annual prime rate charged during the term of such note by a nationally recognized bank
designated by the Board.



(b) (i) Notwithstanding any other provision of this Plan or any Stock Option Grant Agreement
to the contrary, the Company shall not be obligated or permitted to pay the Option Spread for any
Option if (A) the payment of such Option Spread would be prohibited as a result of a Financing
Restriction, (B) the payment of such Option Spread would violate any term or provision of the
Certificate of Formation of the Company or (C) the Company has no funds legally available therefor
under the laws of the State of Delaware.



(ii) In the event that the payment of the Option Spread by the Company is prevented solely by
the terms of this Section 4.13(b), (A) the payment of such Option Spread will be postponed and will
be made without the application of further conditions or impediments (other than as set forth in
this Section 4.13(b)) at the first opportunity thereafter when the Company has funds legally
available therefor and when the payment of such Option Spread will not be prohibited as a result of
a Financing Restriction or in



 


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violation of any term or provision of
the Certificate of Formation of the Company and (B) the Participant’s right to receive payment
of such Option Spread shall rank against other similar rights with respect to Options in respect
thereof according to priority in time of the effective date of the event giving rise to any such
right; provided, that any such right as to which a common date determines priority shall be
of equal priority and shall share pro rata in any purchase payments made pursuant to Section
4.13(b)(ii)(A).



(iii) In the event that the payment of the Option Spread for any Options is delayed pursuant
to this Section 4.13(b), the Option Spread for such Options when the Option Spread is eventually
paid as contemplated by this Section shall be the sum of (A) the Option Spread of such Options at
the time that the Option Spread would have been paid but for the operation of this Section 4.13(b),
plus (B) an amount equal to the interest on such Option Spread for the period from the date on
which the Option Spread would have been paid but for the operation of this Section 4.13(b) to the
date on which such Option Spread is actually paid (the “Delay Period”), at an annual rate of
interest equal to the average annual cost to the Company and its Affiliates of their bank
indebtedness obligations outstanding during the Delay Period or, if there are no such obligations
outstanding, the average annual prime rate charged during the Delay Period by JPMorgan Chase Bank
or such other nationally recognized bank designated by the Board.



(c) Amendment of Terms of Options. The Board may, in its absolute discretion, amend the Plan
or terms of any Option, provided, however, that any such amendment (other than a termination as
provided in subparagraph (a) above) shall not impair or adversely affect the Participants’ rights
under the Plan or such Option without such Participant’s written consent.


 


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4.14 Adjustment Upon Changes in Company Stock.



(a) Increase or Decrease in Issued Shares Without Consideration. Subject to any required
action by the stockholders of the Company, in the event of any increase or decrease in the number
of issued shares of Common Stock resulting from a subdivision or consolidation of shares of Common
Stock or the payment of a stock dividend (but only on the shares of Common Stock), or any other
increase or decrease in the number of such shares effected without receipt of consideration by the
Company, the Board shall make such adjustments with respect to the number of shares of Common Stock
subject to grant under this Plan, the number of shares of Common Stock subject to the Options
and/or the Exercise Price per share of Common Stock, as the Board may, in its absolute discretion,
consider appropriate to prevent the enlargement or dilution of rights.



(b) Certain Mergers. Subject to any required action by the stockholders of the Company, in
the event that the Company shall be the surviving corporation in any merger or consolidation
(except a merger or consolidation as a result of which the holders of shares of Common Stock
receive securities of another corporation), the Options outstanding on the date of such merger or
consolidation shall pertain to and apply to the securities that a holder of the number of shares of
Common Stock subject to any such Option would have received in such merger or consolidation (it
being understood that if, in connection with such transaction, the stockholders of the Company
retain their shares of Common Stock and are not entitled to any additional or other consideration,
the Options shall not be affected by such transaction).


 


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(c) Certain Other Transactions. In the event of (i) a dissolution or liquidation of the
Company, (ii) a sale of all or substantially all of the Company’s assets, (iii) a merger or
consolidation involving the Company in which the Company is not the surviving corporation or
(iv) a merger or consolidation involving the Company in which the Company is the surviving
corporation but the holders of shares of Common Stock receive securities of another corporation
and/or other property, including cash, the Board shall, in its absolute discretion, have the power
to provide for the exchange of each Option outstanding immediately prior to such event (whether or
not then exercisable) for an option on some or all of the property for which the stock underlying
such Options are exchanged and, incident thereto, make an equitable adjustment, as determined by
the Board, in the exercise price of the options, or the number or kind of securities or amount of
property subject to the options and/or, if appropriate, cancel, effective immediately prior to such
event, any outstanding Option (whether or not exercisable or vested) and in full consideration of
such cancellation pay to the Participant an amount in cash, with respect to each underlying share
of Common Stock, equal to the excess of (1) the value, as determined by the Board in its discretion
of securities and/or property (including cash) received by such holders of shares of Common Stock
as a result of such event over (2) the Exercise Price, as the Board may consider appropriate to
prevent dilution or enlargement of rights.



(d) Other Changes. In the event of any change in the capitalization of the Company or a
corporate change other than those specifically referred to in Sections 4.14(a), (b) or (c) hereof,
the Board shall, in its absolute discretion, make such adjustments in the number and kind of shares
or securities subject to Options outstanding on the date on which such change occurs and in the
per-share Exercise Price of each such Option as the Board may consider appropriate to prevent
dilution or enlargement of rights.


 


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(e) No Other Rights. Except as expressly provided in the Plan or the Stock Option Grant
Agreements evidencing the Options, the Participants shall not have any rights by reason of (i) any
subdivision or consolidation of shares of Common Stock or shares of stock of
any class, (ii) the payment of any dividend, any increase or decrease in the number of shares
of Common Stock, or (iii) any dissolution, liquidation, merger or consolidation of the Company or
any other corporation. Except as expressly provided in the Plan or the Stock Option Grant
Agreements evidencing the Options, no issuance by the Company of shares of Common Stock or shares
of stock of any class, or securities convertible into shares of Common Stock or shares of stock of
any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the
number of shares of Common Stock subject to the Options or the Exercise Price of such Options.




5. Miscellaneous



5.1 Rights as Stockholders. The Participants shall not have any rights as stockholders with
respect to any shares of Common Stock covered by or relating to the Options granted pursuant to the
Plan until the date the Participants become the registered owners of such shares. Except as
otherwise expressly provided in Sections 4.13 and 4.14 hereof, no adjustment to the Options shall
be made for dividends or other rights for which the record date occurs prior to the date such stock
certificate is issued.



5.2 No Special Employment Rights. Nothing contained in the Plan shall confer upon the
Participants any right with respect to the continuation of their Employment or interfere in any way
with the right of the Company or an Affiliate, subject to the terms of any separate Employment
agreements to the contrary, at any time to terminate such Employment or to increase or decrease the
compensation of the Participants from the rate in existence at the time of the grant of any Option.



5.3 No Obligation to Exercise. The Grant to the Participants of the Options shall impose no
obligation upon the Participants to exercise such Options.


 


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5.4 Restrictions on Common Stock. The rights and obligations of the Participants with respect
to Common Stock obtained through the exercise of any Option provided in the Plan shall be governed
by the terms and conditions of the Management Stockholders’ Agreement.



5.5 Notices. Each notice and other communication hereunder shall be in writing and shall be
given and shall be deemed to have been duly given on the date it is delivered in person, on the
next business day if delivered by overnight mail or other reputable overnight courier, or the third
business day if sent by registered mail, return receipt requested, to the parties as follows:




If to the Participant:




To the most recent address shown on records of the Company or its Affiliate. If
to the Company:




IASIS Healthcare Corporation

Dover Centre

113 Seaboard Lane, Suite A200

Franklin, TN 37067

Attention: Board of Directors and Secretary



or to such other address as any party may have furnished to the other in writing in accordance
herewith.



5.6 Descriptive Headings. The headings in the Plan are for convenience of reference only and
shall not limit or otherwise affect the meaning of the terms contained herein.


 


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5.7 Severability. In the event that any one or more of the provisions, subdivisions, words,
clauses, phrases or sentences contained herein, or the application thereof in any circumstances, is
held invalid, illegal or unenforceable in any respect for any reason, the validity, legality and
enforceability of any such provision, subdivision, word, clause, phrase or sentence in every other
respect and of the remaining provisions, subdivisions, words, clauses,
phrases or sentences hereof shall not in any way be impaired, it being intended that all
rights, powers and privileges of the Company and Participants shall be enforceable to the fullest
extent permitted by law.



5.8 Governing Law. The Plan shall be governed by, and construed and enforced in accordance
with, the laws of the State of Delaware, without regard to the provisions governing conflict of
laws.




 


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