exv10w1





Exhibit 10.1



AMSURG CORP.




2006 STOCK INCENTIVE PLAN, AS AMENDED



 









 





TABLE OF CONTENTS




	 	 	 	 	 	 	 	 	 

	Section 1.
	 	Purpose 	 	 	1	 
	Section 2.
	 	Definitions 	 	 	1	 
	Section 3.
	 	Administration 	 	 	4	 
	Section 4.
	 	Shares Available For Awards 	 	 	5	 
	Section 5.
	 	Eligibility 	 	 	6	 
	Section 6.
	 	Stock Options And Stock Appreciation Rights 	 	 	6	 
	Section 7.
	 	Restricted Shares And Restricted Share Units 	 	 	7	 
	Section 8.
	 	Performance Awards 	 	 	8	 
	Section 9.
	 	Other Stock-Based Awards 	 	 	9	 
	Section 10.
	 	Non-Employee Director Awards 	 	 	9	 
	Section 11.
	 	Provisions Applicable To Covered Officers And Performance Awards 	 	 	9	 
	Section 12.
	 	Termination Of Employment 	 	 	11	 
	Section 13.
	 	Change In Control 	 	 	11	 
	Section 14.
	 	Amendment And Termination 	 	 	11	 
	Section 15.
	 	General Provisions 	 	 	11	 
	Section 16.
	 	Term Of The Plan 	 	 	13	 






 









 






AMSURG CORP.

2006 STOCK INCENTIVE PLAN, AS AMENDED








Section 1. Purpose.




     This plan shall be known as the “Amsurg Corp. 2006 Stock Incentive Plan” (the “Plan”). The
purpose of the Plan is to promote the interests of Amsurg Corp. (the “Company”) and its
shareholders by (i) attracting and retaining key officers, employees and directors of, and
consultants to, the Company and its Subsidiaries and Affiliates; (ii) motivating such individuals
by means of performance-related incentives to achieve long-range performance goals; (iii) enabling
such individuals to participate in the long-term growth and financial success of the Company; (iv)
encouraging ownership of stock in the Company by such individuals; and (v) linking their
compensation to the long-term interests of the Company and its shareholders. With respect to any
awards granted under the Plan that are intended to comply with the requirements of
“performance-based compensation” under Section 162(m) of the Code, the Plan shall be interpreted in
a manner consistent with such requirements.







Section 2. Definitions.




     As used in the Plan, the following terms shall have the meanings set forth below:



     (a) “Affiliate” shall mean (i) any entity that, directly or indirectly, is
controlled by the Company, (ii) any entity in which the Company has a significant equity interest,
(iii) an affiliate of the Company, as defined in Rule 12b-2 promulgated under Section 12 of the
Exchange Act, and (iv) any entity in which the Company has at least twenty percent (20%) of the
combined voting power of the entity’s outstanding voting securities, in each case as designated by
the Board as being a participating employer in the Plan.



     (b) “Award” shall mean any Option, Stock Appreciation Right, Restricted Share Award,
Restricted Share Unit, Performance Award, Other Stock-Based Award or other award granted under the
Plan, whether singly, in combination or in tandem, to a Participant by the Committee (or the Board)
pursuant to such terms, conditions, restrictions and/or limitations, if any, as the Committee (or
the Board) may establish.



     (c) “Award Agreement” shall mean any written agreement, contract or other instrument
or document evidencing any Award, which may, but need not, be executed or acknowledged by a
Participant.



     (d) “Board” shall mean the Board of Directors of the Company.



     (e) “Cause” shall mean, unless otherwise defined in the applicable Award Agreement,
(i) a felony conviction of a participant or the failure of a participant to contest prosecution for
a felony, (ii) the engaging by the Participant in willful misconduct that is injurious to the
Company or its Subsidiaries or Affiliates, or (iii) the embezzlement or misappropriation of funds
or property of the Company or its Subsidiaries or Affiliates by the Participant. For purposes of
this paragraph, no act, or failure to act, on the Participant’s part shall be considered “willful”
unless done, or omitted to be done, by the Participant not in good faith and without reasonable
belief that the Participant’s action or omission was in the best interest of the Company. Any
determination of Cause for purposes of the Plan or any Award shall be made by the Committee in its
sole discretion. Any such determination shall be final and binding on a Participant.



     (f) “Change in Control” shall mean, unless otherwise provided in the applicable
Award Agreement, the happening of one of the following:




     (i) any person or entity, including a “group” as defined in Section 13(d)(3)
of the Exchange Act, other than the Company or a wholly-owned Subsidiary thereof or any
employee benefit plan of the Company or any of its Subsidiaries, becomes the beneficial
owner of the Company’s securities having 35% or more of the combined voting power of the
then outstanding securities of the Company that may be cast for the election of directors of
the Company (other than as a result of an issuance of securities initiated by the Company in
the ordinary course of business); or



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     (ii) as the result of, or in connection with, any cash tender or exchange
offer, merger or other business combination, sales of assets or contested election, or any
combination of the foregoing transactions, less than a majority of the combined voting power
of the then outstanding securities of the Company or any successor corporation or entity
entitled to vote generally in the election of the directors of the Company or such other
corporation or entity after such transaction are held in the aggregate by the holders of the
Company’s securities entitled to vote generally in the election of directors of the Company
immediately prior to such transaction; or




     (iii) during any period of two consecutive years, individuals who at the
beginning of any such period constitute the Board cease for any reason to constitute at
least a majority thereof, unless the election, or the nomination for election by the
Company’s shareholders, of each director of the Company first elected during such period was
approved by a vote of at least two-thirds of the directors of the Company then still in
office who were directors of the Company at the beginning of any such period.



     (g) “Code” shall mean the Internal Revenue Code of 1986, as amended from time to
time.



     (h) “Committee” shall mean a committee of the Board composed of not less than two
Non-Employee Directors, each of whom shall be (i) a “non-employee director” for purposes of
Exchange Act Section 16 and Rule 16b-3 thereunder, (ii) an “outside director” for purposes of
Section 162(m) and the regulations promulgated under the Code, and (iii) “independent” within the
meaning of the listing standards of the Nasdaq National Market.



     (i) “Consultant” shall mean any consultant to the Company or its Subsidiaries or
Affiliates.



     (j) “Covered Officer” shall mean at any date (i) any individual who, with respect to
the previous taxable year of the Company, was a “covered employee” of the Company within the
meaning of Section 162(m); provided, however, that the term “Covered Officer” shall not include any
such individual who is designated by the Committee, in its discretion, at the time of any Award or
at any subsequent time, as reasonably expected not to be such a “covered employee” with respect to
the current taxable year of the Company and (ii) any individual who is designated by the Committee,
in its discretion, at the time of any Award or at any subsequent time, as reasonably expected to be
such a “covered employee” with respect to the current taxable year of the Company or with respect
to the taxable year of the Company in which any applicable Award will be paid or vested.



     (k) “Director” shall mean a member of the Board.



     (l) “Disability” shall mean, unless otherwise defined in the applicable Award
Agreement, a disability that would qualify as a total and permanent disability under the Company’s
then current long-term disability plan.



     (m) “Early Retirement” shall mean retirement, for purposes of this Plan, with the
express consent of the Company at or before the time of such retirement, from active employment
with the Company and any Subsidiary or Affiliate prior to age 65, in accordance with any applicable
early retirement policy of the Company then in effect or as may be approved by the Committee.



     (n) “Effective Date” shall have the meaning provided in Section 16.1 of the
Plan.



     (o) “Employee” shall mean a current or prospective officer or employee of the
Company or of any Subsidiary or Affiliate.



     (p) “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended from
time to time.



     (q) “Fair Market Value” with respect to the Shares, shall mean, for purposes of a
grant of an Award as of any date, (i) the reported closing sales price of the Shares on the Nasdaq
National Market, or any other such market or exchange as is the principal trading market for the
Shares, on such date, or in the absence of reported sales on such date, the closing sales price on
the immediately preceding date on which sales were reported or (ii) in the event



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there is no public market for the Shares on such date, the fair market value as determined, in
good faith, by the Committee in its sole discretion, and for purposes of a sale of a Share as of
any date, the actual sales price on that date.




     (r) “Good Reason” means (i) a material reduction in a Participant’s position,
authority, duties or responsibilities, (ii) any reduction in a Participant’s annual base salary as
in effect immediately prior to a Change in Control; (iii) the relocation of the office at which the
Participant is to perform the majority of his or her duties following a Change in Control to a
location more than 30 miles from the location at which the Participant performed such duties prior
to the Change in Control; or (iv) the failure by the Company or its successor to continue to
provide the Participant with benefits substantially similar in aggregate value to those enjoyed by
the Participant under any of the Company’s pension, life insurance, medical, health and accident or
disability plans in which Participant was participating immediately prior to a Change in Control,
unless the Participant is offered participation in other comparable benefit plans generally
available to similarly situated employees of the Company or its successor after the Change in
Control.



     (s) “Incentive Stock Option” shall mean an option to purchase Shares from the
Company that is granted under Section 6 of the Plan and that is intended to meet the
requirements of Section 422 of the Code or any successor provision thereto.



     (t) “Non-Employee Director” shall mean a member of the Board who is not an officer
or employee of the Company or any Subsidiary or Affiliate.



     (u) “Non-Qualified Stock Option” shall mean an option to purchase Shares from the
Company that is granted under Sections 6 or 10 of the Plan and is not intended to
be an Incentive Stock Option.



     (v) “Normal Retirement” shall mean, unless otherwise defined in the applicable Award
Agreement, retirement of a Participant from active employment with the Company or any of its
Subsidiaries or Affiliates on or after such Participant’s 65th birthday.



     (w) “Option” shall mean an Incentive Stock Option or a Non-Qualified Stock Option.



     (x) “Option Price” shall mean the purchase price payable to purchase one Share upon
the exercise of an Option.



     (y) “Other Stock-Based Award” shall mean any Award granted under Sections 9
or 10 of the Plan.



     (z) “Participant” shall mean any Employee, Director, Consultant or other person who
receives an Award under the Plan.



     (aa) “Performance Award” shall mean any Award granted under Section 8 of the
Plan.



     (bb) “Person” shall mean any individual, corporation, partnership, limited liability
company, association, joint-stock company, trust, unincorporated organization, government or
political subdivision thereof or other entity.



     (cc) “Restricted Share” shall mean any Share granted under Sections 7 to 10 of the Plan.



     (dd) “Restricted Share Unit” shall mean any unit granted under Sections 7 to 10 of the Plan.



     (ee) “Retirement” shall mean Normal or Early Retirement.



     (ff) “SEC” shall mean the Securities and Exchange Commission or any successor thereto.



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     (gg) “Section 16” shall mean Section 16 of the Exchange Act and the rules
promulgated thereunder and any successor provision thereto as in effect from time to time.



     (hh) “Section 162(m)” shall mean Section 162(m) of the Code and the regulations
promulgated thereunder and any successor provision thereto as in effect from time to time.



     (ii) “Shares” shall mean shares of the common stock, $0.01 par value, of the
Company.



     (jj) “Stock Appreciation Right” or “SAR” shall mean a stock appreciation right
granted under Sections 6, 8 or 10 of the Plan that entitles the holder to
receive, with respect to each Share encompassed by the exercise of such SAR, the amount determined
by the Committee and specified in an Award Agreement. In the absence of such a determination, the
holder shall be entitled to receive, with respect to each Share encompassed by the exercise of such
SAR, the excess of the Fair Market Value on the date of exercise over the Fair Market Value on the
date of grant.



     (kk) “Subsidiary” shall mean any Person (other than the Company) of which 50% or
more of its voting power or its equity securities or equity interest is owned directly or
indirectly by the Company.



     (ll) “Substitute Awards” shall mean Awards granted solely in assumption of, or in
substitution for, outstanding awards previously granted by a company acquired by the Company or
with which the Company combines.







Section 3. Administration.




     3.1 Authority of Committee. The Plan shall be administered by a Committee of not less than
two Non-Employee Directors, who shall be appointed by and serve at the pleasure of the Board;
provided, however, with respect to Awards to Non-Employee Directors, all references in the Plan to
the Committee shall be deemed to be references to the Board. The initial Committee shall be the
Compensation Committee of the Board. Subject to the terms of the Plan and applicable law, and in
addition to other express powers and authorizations conferred on the Committee by the Plan, the
Committee shall have full power and authority in its discretion to: (i) designate Participants;
(ii) determine the type or types of Awards to be granted to a Participant; (iii) determine the
number of Shares to be covered by, or with respect to which payments, rights or other matters are
to be calculated in connection with Awards; (iv) determine the timing, terms, and conditions of any
Award; (v) accelerate the time at which all or any part of an Award may be settled or exercised;
(vi) determine whether, to what extent, and under what circumstances Awards may be settled or
exercised in cash, Shares, other securities, other Awards or other property, or canceled, forfeited
or suspended and the method or methods by which Awards may be settled, exercised, canceled,
forfeited or suspended; (vii) determine whether, to what extent, and under what circumstances cash,
Shares, other securities, other Awards, other property, and other amounts payable with respect to
an Award shall be deferred either automatically or at the election of the holder thereof or of the
Committee; (viii) interpret and administer the Plan and any instrument or agreement relating to, or
Award made under, the Plan; (ix) except to the extent prohibited by Section 6.2, amend or
modify the terms of any Award at or after grant with the consent of the holder of the Award; (x)
establish, amend, suspend or waive such rules and regulations and appoint such agents as it shall
deem appropriate for the proper administration of the Plan; and (xi) make any other determination
and take any other action that the Committee deems necessary or desirable for the administration of
the Plan, subject to the exclusive authority of the Board under Section 14 hereunder to
amend or terminate the Plan.



     3.2 Committee Discretion Binding. Unless otherwise expressly provided in the Plan, all
designations, determinations, interpretations, and other decisions under or with respect to the
Plan or any Award shall be within the sole discretion of the Committee, may be made at any time and
shall be final, conclusive, and binding upon all Persons, including the Company, any Subsidiary or
Affiliate, any Participant and any holder or beneficiary of any Award.



     3.3 Action by the Committee. The Committee shall hold its meetings at such times and places
and in such manner as it may determine. A majority of its members shall constitute a quorum. All
determinations of the Committee shall be made by not less than a majority of its members. Any
decision or determination reduced to writing and signed by all of the members of the Committee
shall be fully effective as if it had been made by a majority vote at a



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meeting duly called and held. The exercise of an Option or receipt of an Award shall be effective
only if an Award Agreement shall have been duly executed and delivered on behalf of the Company
following the grant of the Option or other Award. The Committee may appoint a Secretary and may
make such rules and regulations for the conduct of its business, as it shall deem advisable.




     3.4 Delegation. Subject to the terms of the Plan and applicable law, the Committee may
delegate to one or more officers or managers of the Company or of any Subsidiary or Affiliate, or
to a Committee of such officers or managers, the authority, subject to such terms and limitations
as the Committee shall determine, to grant Awards to or to cancel, modify or waive rights with
respect to, or to alter, discontinue, suspend or terminate Awards held by Participants who are not
officers or directors of the Company for purposes of Section 16 or who are otherwise not subject to
such Section.



     3.5 No Liability. No member of the Board or Committee shall be liable for any action taken or
determination made in good faith with respect to the Plan or any Award granted hereunder.







Section 4. Shares Available For Awards.




     4.1 Shares Available. Subject to the provisions of Section 4.2 hereof, the stock to
be subject to Awards under the Plan shall be the Shares of the Company and the maximum aggregate
number of Shares with respect to which Awards may be granted under the Plan shall be 2,760,250, of
which the number of (i) Shares with respect to which Incentive Stock Options may be granted shall
be no more than 700,000 and (ii) Shares with respect to which Awards other than Options and SARs
may be granted shall be no more than 1,440,000. Notwithstanding the foregoing and subject to
adjustment as provided in Section 4.2, the maximum number of Shares with respect to which
Awards may be granted under the Plan shall be increased by the number of Shares with respect to
which Options or other Awards that were granted under the Company’s Amended and Restated 1997 Stock
Incentive Plan (the “1997 Plan”) as of April 2, 2007, but which terminate, expire unexercised or
are forfeited or cancelled without the delivery of Shares under the terms of the 1997 Plan after
April 2, 2007. If, after the effective date of the Plan, any Shares covered by an Award granted
under this Plan, or to which such an Award relates, are forfeited or otherwise terminates, expires
unexercised or is canceled without the delivery of Shares, then the Shares covered by such Award,
or to which such Award relates, or the number of Shares otherwise counted against the aggregate
number of Shares with respect to which Awards may be granted, to the extent of any such settlement,
forfeiture, termination, expiration or cancellation, shall again become Shares with respect to
which Awards may be granted; provided, however, that in the event the number of Shares reserved for
issuance upon the exercise of a SAR exceeds the number of Shares actually issued upon the exercise
of the SAR, the excess Shares shall not again be Shares with respect to which Awards may be
granted. Notwithstanding the foregoing and subject to adjustment as provided in Section
4.2 hereof, no Participant may receive Options or SARs under the Plan in any calendar year
that, taken together, relate to more than 500,000 Shares.



     4.2 Adjustments. In the event that any dividend or other distribution (whether in the form of
cash, Shares, other securities or other property), recapitalization, stock split, reverse stock
split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase or
exchange of Shares or other securities of the Company, issuance of warrants or other rights to
purchase Shares or other securities of the Company, or other similar corporate transaction or event
affects the Shares, then the Committee shall in an equitable and proportionate manner (and, with
respect to Incentive Stock Options, in such equitable and proportionate manner as is consistent
with Section 422 of the Code and the regulations promulgated thereunder and with respect to Awards
to Covered Officers, in such equitable and proportionate manner as is consistent with Section
162(m) of the Code): (i) adjust any or all of (1) the aggregate number of Shares or other
securities of the Company or its successor (or number and kind of other securities or property)
with respect to which Awards may be granted under the Plan; (2) the number of Shares or other
securities of the Company or its successor (or number and kind of other securities or property)
subject to outstanding Awards under the Plan, provided that the number of Shares subject to any
Award shall always be a whole number; (3) the grant or exercise price with respect to any Award
under the Plan; and (4) the limits on the number of Shares that may be granted to Participants
under the Plan in any calendar year; (ii) subject to Section 13, provide for an equivalent
award in respect of securities of the surviving entity of any merger, consolidation or other
transaction or event having a similar effect; or (iii) make provision for a cash payment to the
holder of an outstanding Award.



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     4.3 Substitute Awards. Any Shares issued by the Company as Substitute Awards in connection
with the assumption or substitution of outstanding grants from any acquired corporation shall not
reduce the Shares available for Awards under the Plan.



     4.4 Sources of Shares Deliverable Under Awards. Any Shares delivered pursuant to an Award
shall consist of authorized and unissued Shares.







Section 5. Eligibility.




     Any Employee, Director or Consultant shall be eligible to be designated a Participant;
provided, however, that Non-Employee Directors shall only be eligible to receive Awards granted
consistent with Section 10.







Section 6. Stock Options And Stock Appreciation Rights.




     6.1 Grant. Subject to the provisions of the Plan, the Committee shall have sole and complete
authority to determine the Participants to whom Options and SARs shall be granted, the number of
Shares subject to each Award, the exercise price and the conditions and limitations applicable to
the exercise of each Option and SAR. An Option may be granted with or without a related SAR. An
SAR may be granted with or without a related Option. The Committee shall have the authority to
grant Incentive Stock Options, or to grant Non-Qualified Stock Options, or to grant both types of
Options. In the case of Incentive Stock Options, the terms and conditions of such grants shall be
subject to and comply with such rules as may be prescribed by Section 422 of the Code, as from time
to time amended, and any regulations implementing such statute. A person who has been granted an
Option or SAR under this Plan may be granted additional Options or SARs under the Plan if the
Committee shall so determine; provided, however, that to the extent the aggregate Fair Market Value
(determined at the time the Incentive Stock Option is granted) of the Shares with respect to which
all Incentive Stock Options are exercisable for the first time by an Employee during any calendar
year (under all plans described in subsection (d) of Section 422 of the Code of the Employee’s
employer corporation and its parent and Subsidiaries) exceeds $100,000, such Options shall be
treated as Non-Qualified Stock Options.



     6.2 Price. The Committee in its sole discretion shall establish the Option Price at the time
each Option is granted. Except in the case of Substitute Awards, the Option Price of an Option may
not be less than one hundred percent (100%) of the Fair Market Value of the Shares with respect to
which the Option is granted on the date of grant of such Option. Except with respect to Substitute
Awards, SARs may not be granted at a price less than the Fair Market Value of a Share on the date
of grant. Notwithstanding the foregoing and except as permitted by the provisions of Section
4.2 and Section 14 hereof, the Committee shall not have the power to (i) amend the
terms of previously granted Options or SARs to reduce the Option Price of such Options or SARs or
(ii) cancel such Options or SARs and grant substitute Options or SARs with a lower Option Price
than the cancelled Options or SARs.



     6.3 Term. Subject to the Committee’s authority under Section 3.1 and the provisions
of Section 6.6, each Option and SAR and all rights and obligations thereunder shall expire
on the date determined by the Committee and specified in the Award Agreement. The Committee shall
be under no duty to provide terms of like duration for Options or SARs granted under the Plan.
Notwithstanding the foregoing, no Option or SAR shall be exercisable after the expiration of ten
(10) years from the date such Option or SAR was granted.



     6.4 Exercise.




     (a) Each Option and SAR shall be exercisable at such times and subject to such terms
and conditions as the Committee may, in its sole discretion, specify in the applicable Award
Agreement or thereafter. The Committee shall have full and complete authority to determine,
subject to Section 6.6 herein, whether an Option or SAR will be exercisable in full
at any time or from time to time during the term of the Option or SAR, or to provide for the
exercise thereof in such installments, upon the occurrence of such events and at such times
during the term of the Option or SAR as the Committee may determine.




     (b) The Committee may impose such conditions with respect to the exercise of Options,
including without limitation, any relating to the application of federal, state or foreign
securities laws or the Code, as it may deem necessary or advisable. The exercise of any
Option granted hereunder shall be effective



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only at such time as the sale of Shares pursuant to such exercise will not violate any state
or federal securities or other laws.




     (c) An Option or SAR may be exercised in whole or in part at any time, with respect to
whole Shares only, within the period permitted thereunder for the exercise thereof, and
shall be exercised by written notice of intent to exercise the Option or SAR, delivered to
the Company at its principal office, and payment in full to the Company at the direction of
the Committee of the amount of the Option Price for the number of Shares with respect to
which the Option is then being exercised.




     (d) Payment of the Option Price shall be made in cash or cash equivalents, or, at the
discretion of the Committee, (i) by transfer, either actually or by attestation, to the
Company of Shares that have been held by the Participant for at least six (6) months (or
such lesser period as may be permitted by the Committee), valued at the Fair Market Value of
such Shares on the date of exercise (or next succeeding trading date, if the date of
exercise is not a trading date), together with any applicable withholding taxes, such
transfer to be upon such terms and conditions as determined by the Committee, or (ii) by a
combination of such cash (or cash equivalents) and such Shares; provided, however, that the
optionee shall not be entitled to tender Shares pursuant to successive, substantially
simultaneous exercises of an Option or any other stock option of the Company. Subject to
applicable securities laws and Company policy, the Company may permit an Option to be
exercised by delivering a notice of exercise of the Option and simultaneously selling the
Shares thereby acquired, pursuant to a brokerage or similar agreement approved in advance by
proper officers of the Company, using the proceeds of such sale as payment of the Option
Price, together with any applicable withholding taxes. Until the optionee has been issued
the Shares subject to such exercise, he or she shall possess no rights as a shareholder with
respect to such Shares.




     (e) A fractional Share shall not be deliverable upon the exercise of a SAR but a cash
payment will be made in lieu thereof.



     6.5 Ten Percent Stock Rule. Notwithstanding any other provisions in the Plan, if at the time
an Option is otherwise to be granted pursuant to the Plan, the optionee or rights holder owns
directly or indirectly (within the meaning of Section 424(d) of the Code) Shares of the Company
possessing more than ten percent (10%) of the total combined voting power of all classes of Stock
of the Company or its parent or Subsidiary or Affiliate corporations (within the meaning of Section
422(b)(6) of the Code), then any Incentive Stock Option to be granted to such optionee or rights
holder pursuant to the Plan shall satisfy the requirement of Section 422(c)(5) of the Code, and the
Option Price shall be not less than one hundred ten percent (110%) of the Fair Market Value of the
Shares of the Company, and such Option by its terms shall not be exercisable after the expiration
of five (5) years from the date such Option is granted.







Section 7. Restricted Shares And Restricted Share Units.




     7.1 Grant.




     (a) Subject to the provisions of the Plan, the Committee shall have sole and complete
authority to determine the Participants to whom Restricted Shares and Restricted Share Units
shall be granted, the number of Restricted Shares and/or the number of Restricted Share
Units to be granted to each Participant, the duration of the period during which, and the
conditions under which, the Restricted Shares and Restricted Share Units may be forfeited to
the Company, and the other terms and conditions of such Awards. The Restricted Share and
Restricted Share Unit Awards shall be evidenced by Award Agreements in such form as the
Committee shall from time to time approve, which agreements shall comply with and be subject
to the terms and conditions provided hereunder and any additional terms and conditions
established by the Committee that are consistent with the terms of the Plan.




     (b) Each Restricted Share and Restricted Share Unit Award made under the Plan shall be
for such number of Shares as shall be determined by the Committee and set forth in the Award
Agreement containing the terms of such Restricted Share or Restricted Share Unit Award.
Such agreement shall set forth a period of time of not less than three (3) years in duration
during which the grantee must remain in the continuous employment of the Company in order
for the forfeiture and transfer restrictions to lapse. The restrictions may lapse during
such restricted period in equal, annual installments with respect to specified



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portions of the Shares covered by the Restricted Share or Restricted Share Unit Award. The
Award Agreement may also, in the discretion of the Committee, set forth performance or other
conditions that will subject the Shares to forfeiture and transfer restrictions. The
Committee shall not waive, on a discretionary basis, or amend the terms of any Restricted
Shares or Restricted Share Unit Awards to terminate the restrictions applicable to such
Award, except upon the death, Disability or Retirement of the Participant, or upon a Change
in Control of the Company.



     7.2 Delivery of Shares and Transfer Restrictions. At the time of a Restricted Share Award, a
certificate representing the number of Shares awarded thereunder shall be registered in the name of
the grantee. Such certificate shall be held by the Company or any custodian appointed by the
Company for the account of the grantee subject to the terms and conditions of the Plan, and shall
bear such a legend setting forth the restrictions imposed thereon as the Committee, in its
discretion, may determine. Unless otherwise provided in the applicable Award Agreement, the
grantee shall have all rights of a shareholder with respect to the Restricted Shares, including the
right to receive dividends and the right to vote such Shares, subject to the following
restrictions: (i) the grantee shall not be entitled to delivery of the stock certificate until the
expiration of the restricted period and the fulfillment of any other restrictive conditions set
forth in the Award Agreement with respect to such Shares; (ii) none of the Shares may be sold,
assigned, transferred, pledged, hypothecated or otherwise encumbered or disposed of during such
restricted period or until after the fulfillment of any such other restrictive conditions; and
(iii) except as otherwise determined by the Committee at or after grant, all of the Shares shall be
forfeited and all rights of the grantee to such Shares shall terminate, without further obligation
on the part of the Company, unless the grantee remains in the continuous employment of the Company
for the entire restricted period in relation to which such Shares were granted and unless any other
restrictive conditions relating to the Restricted Share Award are met. Unless otherwise provided
in the applicable Award Agreement, any Shares, any other securities of the Company and any other
property (except for cash dividends) distributed with respect to the Shares subject to Restricted
Share Awards shall be subject to the same restrictions, terms and conditions as such Restricted
Shares.



     7.3 Termination of Restrictions. At the end of the restricted period and provided that any
other restrictive conditions of the Restricted Share Award are met, or at such earlier time as
otherwise determined by the Committee, all restrictions set forth in the Award Agreement relating
to the Restricted Share Award or in the Plan shall lapse as to the restricted Shares subject
thereto, and a stock certificate for the appropriate number of Shares, free of the restrictions and
restricted stock legend, shall be delivered to the Participant or the Participant’s beneficiary or
estate, as the case may be.



     7.4 Payment of Restricted Share Units. Each Restricted Share Unit shall have a value equal to
the Fair Market Value of a Share. Restricted Share Units shall be paid in cash, Shares, other
securities or other property, as determined in the sole discretion of the Committee, upon the lapse
of the restrictions applicable thereto, or otherwise in accordance with the applicable Award
Agreement. Unless otherwise provided in the applicable Award Agreement, a Participant shall
receive dividend rights in respect of any vested Restricted Stock Units at the time of any payment
of dividends to shareholders on Shares. The amount of any such dividend right shall equal the
amount that would be payable to the Participant as a shareholder in respect of a number of Shares
equal to the number of vested Restricted Stock Units then credited to the Participant. Any such
dividend right shall be paid in accordance with the Company’s payment practices as may be
established from time to time and as of the date on which such dividend would have been payable in
respect of outstanding Shares. No dividend equivalents shall be paid in respect of Restricted
Share Units that are not yet vested. Except as otherwise determined by the Committee at or after
grant, Restricted Share Units may not be sold, assigned, transferred, pledged, hypothecated or
otherwise encumbered or disposed of, and all Restricted Share Units and all rights of the grantee
to such Restricted Share Units shall terminate, without further obligation on the part of the
Company, unless the grantee remains in continuous employment of the Company for the entire
restricted period in relation to which such Restricted Share Units were granted and unless any
other restrictive conditions relating to the Restricted Share Unit Award are met.







Section 8. Performance Awards.




     8.1 Grant. The Committee shall have sole and complete authority to determine the Participants
who shall receive a Performance Award, which shall consist of a right that is (i) denominated in
cash or Shares (including, but not limited to, Restricted Shares and Restricted Share Units), (ii)
valued, as determined by the Committee, in accordance with the achievement of such performance
goals during such performance periods (which performance periods shall not be less than one (1)
year in duration) as the Committee shall establish, and (iii) payable at such time and in such



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form as the Committee shall determine. Any Performance Award denominated in Shares shall have a
minimum vesting period of three years from the date of grant.




     8.2 Terms and Conditions. Subject to the terms of the Plan and any applicable Award
Agreement, the Committee shall determine the performance goals to be achieved during any
performance period, the length of any performance period, the amount of any Performance Award and
the amount and kind of any payment or transfer to be made pursuant to any Performance Award, and
may amend specific provisions of the Performance Award; provided, however, that such amendment may
not (i) adversely affect existing Performance Awards made within a performance period commencing
prior to implementation of the amendment and (ii) terminate any existing restrictions except in the
case of the Participant’s death, Disability or Retirement or upon a Change in Control of the
Company.



     8.3 Payment of Performance Awards. Performance Awards may be paid in a lump sum or in
installments following the close of the performance period or, in accordance with the procedures
established by the Committee, on a deferred basis. Termination of employment prior to the end of
any performance period, other than for reasons of death or Disability, will result in the
forfeiture of the Performance Award, and no payments will be made. A Participant’s rights to any
Performance Award may not be sold, assigned, transferred, pledged, hypothecated or otherwise
encumbered or disposed of in any manner, except by will or the laws of descent and distribution,
and/or except as the Committee may determine at or after grant.







Section 9. Other Stock-Based Awards.




     The Committee shall have the authority to determine the Participants who shall receive an
Other Stock-Based Award, which shall consist of any right that is (i) not an Award described in
Sections 6 and 7 above and (ii) an Award of Shares or an Award denominated or
payable in, valued in whole or in part by reference to, or otherwise based on or related to, Shares
(including, without limitation, securities convertible into Shares), as deemed by the Committee to
be consistent with the purposes of the Plan. Subject to the terms of the Plan and any applicable
Award Agreement, the Committee shall determine the terms and conditions of any such Other
Stock-Based Award. All Other Stock-Based Awards shall include a minimum vesting period of three
(3) years from the date of grant. The Committee shall not waive, on a discretionary basis, or
amend the terms of any Other Stock-Based Award to terminate the restrictions applicable to such
Award, except upon the death, Disability or Retirement of the Participant, or upon a Change in
Control of the Company.







Section 10. Non-Employee Director Awards.




     10.1 The Board may provide that all or a portion of a Non-Employee Director’s annual retainer,
meeting fees and/or other awards or compensation as determined by the Board, be payable (either
automatically or at the election of a Non-Employee Director) in the form of Non-Qualified Stock
Options, Restricted Shares, Restricted Share Units and/or Other Stock-Based Awards, including
unrestricted Shares. The Board shall determine the terms and conditions of any such Awards,
including the terms and conditions which shall apply upon a termination of the Non-Employee
Director’s service as a member of the Board, and shall have full power and authority in its
discretion to administer such Awards, subject to the terms of the Plan and applicable law.



     10.2 The Board may also grant Awards to Non-Employee Directors pursuant to the terms of the
Plan, including any Award described in Sections 6, 7 and 9 above; provided, however, that
any such Awards shall be first approved by a committee of the Board comprised of Non-Employee
Directors. With respect to such Awards, all references in the Plan to the Committee shall be
deemed references to the Board.







Section 11. Provisions Applicable To Covered Officers And Performance Awards.




     11.1 Notwithstanding anything in the Plan to the contrary, unless the Committee determines
that a Performance Award to be granted to a Covered Officer should not qualify as
“performance-based compensation” for purposes of Section 162(m), Performance Awards granted to
Covered Officers shall be subject to the terms and provisions of this Section 11.



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     11.2 The Committee may grant Performance Awards to Covered Officers based solely upon the
attainment of performance targets related to one or more performance goals selected by the
Committee from among the goals specified below. For the purposes of this Section 11,
performance goals shall be limited to one or more of the following Company, Subsidiary, operating
unit, business segment or division financial performance measures:




	 	(a)	 	earnings or earnings before interest, taxes, depreciation and/or
amortization;
	 
	 	(b)	 	operating income or profit;
	 
	 	(c)	 	operating efficiencies;
	 
	 	(d)	 	return on equity, assets, capital, capital employed or
investment;
	 
	 	(e)	 	after tax operating income;
	 
	 	(f)	 	net income;
	 
	 	(g)	 	earnings or book value per Share;
	 
	 	(h)	 	cash flow(s);
	 
	 	(i)	 	revenues or revenue growth;
	 
	 	(j)	 	production (separate work units or SWUs);
	 
	 	(k)	 	stock price or total shareholder return;
	 
	 	(l)	 	dividends;
	 
	 	(m)	 	debt reduction;
	 
	 	(n)	 	strategic business objectives, consisting of one or more
objectives based on meeting specified cost targets, business expansion goals and
goals relating to acquisitions, divestitures or development activities; or
	 
	 	(o)	 	any combination thereof.




Each goal may be expressed on an absolute and/or relative basis, may be based on or otherwise
employ comparisons based on internal targets, the past performance of the Company or any
Subsidiary, operating unit, business segment or division of the Company and/or the past or current
performance of other companies, and in the case of earnings-based measures, may use or employ
comparisons relating to capital, shareholders’ equity and/or Shares outstanding, or to assets or
net assets. The Committee may appropriately adjust any evaluation of performance under criteria
set forth in this Section 11.2 to exclude any of the following events that occurs during a
performance period: (i) asset write-downs, (ii) litigation or claim judgments or settlements, (iii)
the effect of changes in tax law, accounting principles or other such laws or provisions affecting
reported results, (iv) accruals for reorganization and restructuring programs, and (v) any
extraordinary non-recurring items as described in Accounting Principles Board Opinion No. 30 and/or
in management’s discussion and analysis of financial condition and results of operations appearing
in the Company’s annual report to shareholders for the applicable year.




     11.3 With respect to any Covered Officer, the maximum annual number of Shares in respect of
which all Performance Awards may be granted under Section 8 of the Plan is 500,000 and the
maximum amount of all Performance Awards that are settled in cash and that may be granted under
Section 8 of the Plan in any year is $5,000,000.



     11.4 To the extent necessary to comply with Section 162(m), with respect to grants of
Performance Awards, no later than 90 days following the commencement of each performance period (or
such other time as may be required or permitted by Section 162(m) of the Code), the Committee
shall, in writing, (1) select the performance goal or goals applicable to the performance period,
(2) establish the various targets and bonus amounts that may be earned for such performance period,
and (3) specify the relationship between performance goals and targets and the amounts to be earned
by each Covered Officer for such performance period. Following the completion of each performance
period, the Committee shall certify in writing whether the applicable performance targets have been
achieved and the amounts, if any, payable to Covered Officers for such performance period. In
determining the amount earned by a Covered Officer for a given performance period, subject to any
applicable Award Agreement, the Committee shall have the right to reduce (but not increase) the
amount payable at a given level of performance to take into account additional factors that the
Committee may deem relevant in its sole discretion to the assessment of individual or corporate
performance for the performance period.



     11.5 Unless otherwise expressly stated in the relevant Award Agreement, each Award granted to
a Covered Officer under the Plan is intended to be performance-based compensation within the
meaning of Section 162(m). Accordingly, unless otherwise determined by the Committee, if any
provision of the Plan or any Award



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Agreement relating to such an Award does not comply or is inconsistent with Section 162(m), such
provision shall be construed or deemed amended to the extent necessary to conform to such
requirements, and no provision shall be deemed to confer upon the Committee discretion to increase
the amount of compensation otherwise payable to a Covered Officer in connection with any such Award
upon the attainment of the performance criteria established by the Committee.








Section 12. Termination Of Employment.




     Except as otherwise specifically set forth in the Plan, the Committee shall have the full
power and authority to determine the terms and conditions that shall apply to any Award upon a
termination of employment with the Company, its Subsidiaries and Affiliates, including a
termination by the Company with or without Cause, by a Participant voluntarily, or by reason of
death, Disability, Early Retirement or Retirement, and may provide such terms and conditions in the
Award Agreement or in such rules and regulations as it may prescribe.







Section 13. Change In Control.




     Notwithstanding any other provision of the Plan, unless otherwise provided in an Award
Agreement or other contractual agreement between the Company and a Participant, if, within one year
following a Change in Control, a Participant’s employment with the Company (or its successor) is
terminated by reason of (a) death; (b) disability; (c) Normal Retirement or Early Retirement; (d)
for Good Reason by the Participant; or (e) involuntary termination by the Company for any reason
other than for Cause, all outstanding Awards of such Participant shall vest, become immediately
exercisable and payable and have all restrictions lifted.







Section 14. Amendment And Termination.




     14.1 Amendments to the Plan. The Board may amend, alter, suspend, discontinue or terminate
the Plan or any portion thereof at any time; provided that no such amendment, alteration,
suspension, discontinuation or termination shall be made without shareholder approval if (i) such
approval is necessary to comply with any tax or regulatory requirement for which or with which the
Board deems it necessary or desirable to comply or (ii) such amendment would materially increase
the economic benefits to the participants hereunder.



     14.2 Amendments to Awards. Subject to the restrictions of Section 6.2 and except as
otherwise specifically set forth in the Plan, the Committee may waive any conditions or rights
under, amend any terms of or alter, suspend, discontinue, cancel or terminate, any Award
theretofore granted, prospectively or retroactively; provided that any such waiver, amendment,
alteration, suspension, discontinuance, cancellation or termination that would materially and
adversely affect the rights of any Participant or any holder or beneficiary of any Award
theretofore granted shall not to that extent be effective without the consent of the affected
Participant, holder or beneficiary.



     14.3 Adjustment of Awards Upon the Occurrence of Certain Unusual or Nonrecurring Events. The
Committee is hereby authorized to make equitable and proportionate adjustments in the terms and
conditions of, and the criteria included in, Awards in recognition of unusual or nonrecurring
events (including, without limitation, the events described in Section 4.2 hereof)
affecting the Company, any Subsidiary or Affiliate, or the financial statements of the Company or
any Subsidiary or Affiliate, or of changes in applicable laws, regulations or accounting principals
in accordance with the Plan.







Section 15. General Provisions.




     15.1 Limited Transferability of Awards. Except as otherwise provided in the Plan, no Award
shall be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by a
Participant, except by will or the laws of descent and distribution and/or as may be provided by
the Committee in its discretion, at or after grant, in the Award Agreement or otherwise. No
transfer of an Award by will or by laws of descent and distribution shall be effective to bind the
Company unless the Company shall have been furnished with written notice thereof and an
authenticated copy of the will and/or such other evidence as the Committee may deem necessary or
appropriate to establish the validity of the transfer. None of the Awards shall be transferable
for consideration.



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     15.2 Dividend Equivalents. In the sole and complete discretion of the Committee, an Award may
provide the Participant with dividends or dividend equivalents, payable in cash, Shares, other
securities or other property on a current or deferred basis; provided, that dividends and dividend
equivalents may only be provided with respect to Restricted Shares and Restricted Share Units. All
dividend or dividend equivalents which are not paid currently may, at the Committee’s discretion,
accrue interest, be reinvested into additional Shares, or, in the case of dividends or dividend
equivalents credited in connection with Performance Awards, be credited as additional Performance
Awards and paid to the Participant if and when, and to the extent that, payment is made pursuant to
such Award. The total number of Shares available for grant under Section 4 shall not be
reduced to reflect any dividends or dividend equivalents that are reinvested into additional Shares
or credited as Performance Awards.



     15.3. Compliance with Section 409A of the Code. No Award (or modification thereof) shall
provide for deferral of compensation that does not comply with Section 409A of the Code unless the
Committee, at the time of grant, specifically provides that the Award is not intended to comply
with Section 409A of the Code. Notwithstanding any provision of this Plan to the contrary, if one
or more of the payments or benefits received or to be received by a Participant pursuant to an
Award would cause the Participant to incur any additional tax or interest under Section 409A of the
Code, the Committee may reform such provision to maintain to the maximum extent practicable the
original intent of the applicable provision without violating the provisions of section 409A of the
Code.



     15.4 No Rights to Awards. No Person shall have any claim to be granted any Award, and there
is no obligation for uniformity of treatment of Participants or holders or beneficiaries of Awards.
The terms and conditions of Awards need not be the same with respect to each Participant.



     15.5 Share Certificates. All certificates for Shares or other securities of the Company or
any Subsidiary or Affiliate delivered under the Plan pursuant to any Award or the exercise thereof
shall be subject to such stop transfer orders and other restrictions as the Committee may deem
advisable under the Plan or the rules, regulations and other requirements of the SEC or any state
securities commission or regulatory authority, any stock exchange or other market upon which such
Shares or other securities are then listed, and any applicable Federal or state laws, and the
Committee may cause a legend or legends to be put on any such certificates to make appropriate
reference to such restrictions.



     15.6 Withholding. A Participant may be required to pay to the Company or any Subsidiary or
Affiliate and the Company or any Subsidiary or Affiliate shall have the right and is hereby
authorized to withhold from any Award, from any payment due or transfer made under any Award or
under the Plan, or from any compensation or other amount owing to a Participant the amount (in
cash, Shares, other securities, other Awards or other property) of any applicable withholding or
other tax-related obligations in respect of an Award, its exercise or any other transaction
involving an Award, or any payment or transfer under an Award or under the Plan and to take such
other action as may be necessary in the opinion of the Company to satisfy all obligations for the
payment of such taxes. The Committee may provide for additional cash payments to holders of
Options to defray or offset any tax arising from the grant, vesting, exercise or payment of any
Award.



     15.7 Award Agreements. Each Award hereunder shall be evidenced by an Award Agreement that
shall be delivered to the Participant and may specify the terms and conditions of the Award and any
rules applicable thereto. In the event of a conflict between the terms of the Plan and any Award
Agreement, the terms of the Plan shall prevail. The Committee shall, subject to applicable law,
determine the date an Award is deemed to be granted. The Committee or, except to the extent
prohibited under applicable law, its delegate(s) may establish the terms of agreements or other
documents evidencing Awards under this Plan and may, but need not, require as a condition to any
such agreement’s or document’s effectiveness that such agreement or document be executed by the
Participant, including by electronic signature or other electronic indication of acceptance, and
that such Participant agree to such further terms and conditions as specified in such agreement or
document. The grant of an Award under this Plan shall not confer any rights upon the Participant
holding such Award other than such terms, and subject to such conditions, as are specified in this
Plan as being applicable to such type of Award (or to all Awards) or as are expressly set forth in
the agreement or other document evidencing such Award.



     15.8 No Limit on Other Compensation Arrangements. Nothing contained in the Plan shall prevent
the Company or any Subsidiary or Affiliate from adopting or continuing in effect other compensation
arrangements, which may, but need not, provide for the grant of Options, Restricted Shares,
Restricted Share Units, Other Stock-Based Awards or other types of Awards provided for hereunder.



12









 





     15.9 No Right to Employment. The grant of an Award shall not be construed as giving a
Participant the right to be retained in the employ of the Company or any Subsidiary or Affiliate.
Further, the Company or a Subsidiary or Affiliate may at any time dismiss a Participant from
employment, free from any liability or any claim under the Plan, unless otherwise expressly
provided in an Award Agreement.



     15.10 No Rights as Shareholder. Subject to the provisions of the Plan and the applicable
Award Agreement, no Participant or holder or beneficiary of any Award shall have any rights as a
shareholder with respect to any Shares to be distributed under the Plan until such person has
become a holder of such Shares. Notwithstanding the foregoing, in connection with each grant of
Restricted Shares hereunder, the applicable Award Agreement shall specify if and to what extent the
Participant shall not be entitled to the rights of a shareholder in respect of such Restricted
Shares.



     15.11 Governing Law. The validity, construction and effect of the Plan and any rules and
regulations relating to the Plan and any Award Agreement shall be determined in accordance with the
laws of the State of Tennessee without giving effect to conflicts of laws principles.



     15.12 Severability. If any provision of the Plan or any Award is, or becomes, or is deemed to
be invalid, illegal or unenforceable in any jurisdiction or as to any Person or Award, or would
disqualify the Plan or any Award under any law deemed applicable by the Committee, such provision
shall be construed or deemed amended to conform to the applicable laws, or if it cannot be
construed or deemed amended without, in the determination of the Committee, materially altering the
intent of the Plan or the Award, such provision shall be stricken as to such jurisdiction, Person
or Award and the remainder of the Plan and any such Award shall remain in full force and effect.



     15.13 Other Laws. The Committee may refuse to issue or transfer any Shares or other
consideration under an Award if, acting in its sole discretion, it determines that the issuance or
transfer of such Shares or such other consideration might violate any applicable law or regulation
(including applicable non-U.S. laws or regulations) or entitle the Company to recover the same
under Exchange Act Section 16(b), and any payment tendered to the Company by a Participant, other
holder or beneficiary in connection with the exercise of such Award shall be promptly refunded to
the relevant Participant, holder or beneficiary.



     15.14 No Trust or Fund Created. Neither the Plan nor any Award shall create or be construed
to create a trust or separate fund of any kind or a fiduciary relationship between the Company or
any Subsidiary or Affiliate and a Participant or any other Person. To the extent that any Person
acquires a right to receive payments from the Company or any Subsidiary or Affiliate pursuant to an
Award, such right shall be no greater than the right of any unsecured general creditor of the
Company or any Subsidiary or Affiliate.



     15.15 No Fractional Shares. No fractional Shares shall be issued or delivered pursuant to the
Plan or any Award, and the Committee shall determine whether cash, other securities or other
property shall be paid or transferred in lieu of any fractional Shares or whether such fractional
Shares or any rights thereto shall be canceled, terminated or otherwise eliminated.



     15.16 Headings. Headings are given to the sections and subsections of the Plan solely as a
convenience to facilitate reference. Such headings shall not be deemed in any way material or
relevant to the construction or interpretation of the Plan or any provision thereof.







Section 16. Term Of The Plan.




     16.1 Effective Date. The Plan shall be effective as of May 18, 2006 provided it has been
approved by the Company’s shareholders.



     16.2 Expiration Date. No new Awards shall be granted under the Plan after the tenth
(10th) anniversary of the Effective Date. Unless otherwise expressly provided in the
Plan or in an applicable Award Agreement, any Award granted hereunder may, and the authority of the
Board or the Committee to amend, alter, adjust, suspend, discontinue or terminate any such Award or
to waive any conditions or rights under any such Award shall, continue after the tenth
(10th) anniversary of the Effective Date.




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