EX-10.33



 Exhibit 10.33 

Option Grant Agreement 

SURGICAL CARE AFFILIATES, INC. 

2013 OMNIBUS LONG-TERM INCENTIVE PLAN 

NON-QUALIFIED STOCK OPTION AGREEMENT 

TIME-BASED OPTIONS 
 This
Non-Qualified Stock Option Agreement (this “Option Agreement”) is entered into as of [—] (the “Grant Date”), by and between Surgical Care
Affiliates, Inc., a Delaware corporation (the “Company”) and [—] (the “Participant”). 

Pursuant to the Surgical Care Affiliates, Inc. 2013 Omnibus Long-Term Incentive Plan, as amended (the “Plan”), the Board of
Directors of the Company (or its Compensation Committee or a designee thereof) has determined that the Participant shall be granted an Incentive Award in the form of an Option upon the terms and subject to the conditions hereinafter contained.
Capitalized terms used but not defined herein shall have the meanings assigned to them in the Plan. 
 1. Number and Price of
Shares. The Company hereby grants to the Participant an Option to purchase [—] shares of the Company’s Common Stock (the “Option Shares”) at a
price of $[—] per share (the “Option Price”).  

2. Vesting. Subject to the provisions of Section 4 hereof and to the Participant’s continued Employment with the
Company through each applicable vesting date, the Option shall vest and become exercisable in accordance with the following schedule:  

(a) twenty-five percent (25%) of the Option shall vest and become exercisable on the first anniversary of the Grant Date; 

(b) twenty-five percent (25%) of the Option shall vest and become exercisable on the second anniversary of the Grant Date; 

(c) twenty-five percent (25%) of the Option shall vest and become exercisable on the third anniversary of the Grant Date; and 

(d) twenty-five percent (25%) of the Option shall vest and become exercisable on the fourth anniversary of the Grant Date. 

3. Method of Exercise. The Option, or any part thereof, shall be exercised by written notice from the Participant to the
Secretary of the Company specifying the number of Option Shares to be purchased (which must be a whole number of shares) and accompanied by payment in full of the Option Price for the shares being purchased. Such payment may be made in
(i) cash; (ii) shares of Common Stock (that the Participant has owned for at least one (1) year) having a Fair Market Value equal to such Option Price; (iii) a combination of cash and shares provided that such shares have been
held by the Participant for at least one (1) year prior to such exercise; or (iv) a “cashless exercise” procedure (in the sole discretion of the Committee) involving a broker; provided, however, that such method and
time for payment shall be permitted by and be 








 Option Grant Agreement 

 

 
in compliance with applicable law. Each Option shall be exercisable in whole or in part, unless the aggregate Option Price of the Option then exercisable is less than $1,000, in which case
the Participant shall only be entitled to exercise all such exercisable Options. No shares shall be issued until full payment therefor has been received by the Company and the provisions of Section 8 hereof shall have been complied with, and
the Participant shall have no rights as a stockholder of the Company in respect of such shares until the date of the issuance by the Company of the shares in uncertificated form by book entry on the Company’s books and records. 

4. Term of Option. 

(a) The Option shall be exercisable, in accordance with the provisions of Sections 2 and 3 hereof, through the tenth anniversary of the Grant
Date, unless terminated earlier as provided herein. In the event the Participant’s Employment is terminated for any reason, the unvested portion of the Option shall immediately be forfeited for no consideration as of the date of such
termination. 
 (b) In the event the Participant’s Employment is terminated by reason of the Participant’s death or disability,
the Option may, to the extent otherwise vested and exercisable pursuant to Section 2 above on the date of such termination, be exercised by the Participant or the Participant’s estate, as applicable, at any time within one (1) year
period following such date of termination, but in any event no later than the tenth anniversary of the Grant Date. The Option shall, to the extent not theretofore exercised or terminated, terminate upon the expiration of such one (1) year (or
shorter) period. 
 (c) In the event that the Company terminates the Participant’s Employment without Cause, the Option may, to the
extent otherwise vested and exercisable pursuant to Section 2 above on the date of such termination, be exercised by the Participant at any time within the ninety (90) day period following such date of termination, but in any event no
later than the tenth anniversary of the Grant Date. The Option shall, to the extent not theretofore exercised or terminated, terminate upon the expiration of such ninety (90) day (or shorter) period. For purposes of this Option Agreement,
“Cause” shall mean, unless otherwise provided in an employment agreement in effect immediately prior to such termination, (i) a failure of the Participant to reasonably and substantially perform his or her duties to the Company
or any of its Subsidiaries (other than as a result of physical or mental illness or injury); (ii) the Participant’s willful misconduct or gross negligence; (iii) a breach by the Participant of the Participant’s fiduciary duty or
duty of loyalty to the Company or its Affiliates; (iv) the commission by the Participant of any felony or other serious crime; or (v) a breach by the Participant of the terms of any agreement with the Company or any Subsidiary or any
Company policies. 
 5. Effect of Certain Changes. In the event the Participant’s Employment is terminated without Cause
within the two (2) year period following the consummation of a Change in Control, any then-outstanding unvested portion of the Option shall immediately vest in full as of the date of such termination. 

6. Non-Transferability. The Option and the Participant’s rights hereunder shall not be transferable other than by will or
the law of descent and distribution, and during the lifetime of the Participant the Option may be exercised only by the Participant or by the Participant’s guardian or legal representative.  








 Option Grant Agreement 

 

 7. No Guarantee of Employment. Nothing set forth herein shall (i) confer
upon the Participant any right of continued employment or service for any period by the Company or any of its Affiliates, (ii) entitle the Participant to remuneration or benefits not set forth in the Plan, or (iii) interfere with or limit
in any way the right of the Company or any such Affiliate to terminate the Participant’s Employment.  
 8. Taxes.
The Participant shall pay to the Company promptly upon request, and in any event at the time the Participant recognizes taxable income in respect of the Option, an amount equal to the taxes the Company determines it is required to withhold under
applicable tax laws with respect to the exercise of such Option. Such payment shall be made in the form of cash, shares of Common Stock already owned or otherwise issuable upon the exercise of Options, or in a combination of such methods, subject to
the terms of the Plan.  
 9. Failure to Enforce Not a Waiver. The failure of the Company to enforce at any time any
provision of this Option Agreement shall in no way be construed to be a waiver of such provision or of any other provision hereof.  

10. Governing Law. This Option Agreement shall be governed by and construed in accordance with the laws of the State of
Delaware, without regard to its conflict of law principles.  
 11. Notices. Any notice required or permitted under
this Option Agreement shall be in writing and deemed given when (i) delivered personally, (ii) mailed by United States certified or registered mail, return receipt requested, postage prepaid, or (iii) delivered by overnight courier
service. Such notices shall be sent to the Participant at the last address specified in the Company’s records (or such other address as the Participant may designate in writing to the Company), or to the Company at the following address (or
such other address as the Company may designate in writing to the Participant):  
 Surgical Care Affiliates, Inc. 

3000 Riverchase Galleria, Suite 500 

Birmingham, AL 35244 
 Attn:
General Counsel
 12. Incorporation of Plan. A copy of the Plan is attached hereto and incorporated herein by reference and
made a part of this Option Agreement. This Option Agreement and the Option shall be subject to the terms of the Plan, as it may be amended from time to time, provided that such amendment of the Plan is made in accordance with Section 16 of the
Plan. 
 13. Clawback Policies. Notwithstanding anything in the Plan to the contrary, the Company will be entitled, to
the extent permitted or required by applicable law, Company policy and/or the requirements of an exchange on which the Company’s shares are listed for trading, in each case, as in effect from time to time, to recoup compensation of whatever
kind paid by the Company or any of its affiliates at any time to a Participant under the Plan and the Participant, by accepting this award of an Option pursuant to the Plan and this Agreement, agrees to comply with any Company request or demand for
such recoupment. 








 Option Grant Agreement 

 

 14. Counterparts. This Option Agreement may be executed in two or more
counterparts, each of which shall be an original but all of which together shall represent one and the same agreement.  








 Option Grant Agreement 

 


							
	SURGICAL CARE AFFILIATES, INC.	 		 	PARTICIPANT:
				
	By:	 	  
	 		 	  

		 	Name:	 		 	[Name]
		 	Title:	 		 	
		 		 		 	  

		 		 		 	Date