Exhibit
10.6


 


US ONCOLOGY
HOLDINGS, INC.

2004 EQUITY INCENTIVE PLAN


 


ARTICLE I

GENERAL


 


1.1           Purpose.  The mission of US Oncology Holdings, Inc.
is, through the proposed merger of its wholly-owned subsidiary Oiler
Acquisition Corp. with and into US Oncology, Inc., to increase access to and
advance the delivery of high-quality cancer care in community-based settings
throughout the United States. The Company understands that it must have a
highly motivated, focused and committed management team and employee base to
accomplish its mission and objectives. 
The 2004 Equity Incentive Plan (the “Plan”) has been established
by the Company to:


 


(a)           attract
and retain employees of the Company and its Subsidiaries, qualified individuals
to serve as non-employee members of the Board of Directors of the Company, and
consultants to provide services to the Company and its Subsidiaries;


 


(b)           motivate
participating employees, directors and consultants, by means of appropriate
incentives, to achieve long-range goals;


 


(c)           provide
incentive compensation opportunities which are competitive with those of other
major corporations in its peer group; and


 


(d)           further
identify participants’ interests with those of the Company’s other stockholders
through compensation alternatives based on the Company’s stock;


 


and thereby promote the long-term financial interest of the Company and
its Subsidiaries, including the growth in value of the Company’s equity and
enhancement of long-term stockholder return.


 


1.2           Effective
Date.  The Plan has been unanimously
approved by all the stockholders of the Company and shall be effective as of
the Effective Time.  The Plan shall
terminate ten years after the Effective Time; provided, that the
provisions of Article V of the Plan shall survive such termination
in accordance with the terms thereof.


 


1.3           Definitions.  The following definitions are applicable to
the Plan.


 


(a)           “1934
Act” means the Securities Exchange Act of 1934, as amended, or any
successor statute.


 


(b)           “Affiliate”
means, with respect to any specified Person, a Person that directly, or
indirectly through one or more intermediaries, Controls, is Controlled by or is
under common Control with, the specified Person; provided, that, for
purposes of the definition of Third Party contained in Section 5.2(a)
of the Plan, no portfolio company of WCAS IX (or of any other investment
partnership under common control with WCAS IX) shall be deemed to be an
Affiliate of the Company or WCAS IX unless a majority of


 






















 


the outstanding
voting securities of such portfolio company are owned by WCAS IX and/or such
other investment partnership.


 


(c)           “Board”
means the Board of Directors of the Company.


 


(d)           “Business
Day” means a day other than a day on which commercial banks in New York,
New York or Houston, Texas are authorized or required by law to close.


 


(e)           “Change
of Control” has the meaning provided for such term in the Company’s Amended
and Restated Certificate of Incorporation.


 


(f)            “Code”
means the Internal Revenue Code of 1986, as amended.


 


(g)           “Committee”
means the compensation committee of the Board (or, if there is no such
committee, the Board committee performing equivalent functions), which, from
and after the date the Company registers any class of its equity securities
pursuant to Section 12 of the 1934 Act, shall be comprised of at least two
members of the Board who are (i) “non-employee directors” as defined under
rules and regulations promulgated under Section 16(b) of the 1934 Act and
(ii) “outside directors” as defined in Section 162(m) of the Code.  The Board shall have the power to fill
vacancies on the Committee arising by resignation, death, removal or
otherwise.  The Committee may delegate
ministerial tasks to such persons as it deems appropriate.


 


(h)           “Company”
means US Oncology Holdings, Inc., a Delaware corporation.


 


(i)            “Control”
(including the terms “Controlling”, “Controlled by” and “under common Control
with”) means the possession, direct or indirect, of the power to direct or
cause the direction of the management and policies of a Person, whether through
the ownership of voting securities, by contract or otherwise.


 


(j)            “Disabled”
means the person so affected is unable to engage in substantial gainful
activity by reason of any medically determinable physical or mental impairment
which can be expected to result in death or which has lasted or can be expected
to last for a continuous period of not less than one hundred eighty (180) days.
The Committee shall have sole discretion to determine whether a Participant is
Disabled for purposes of the Plan.


 


(k)           “Effective
Time” has the meaning given to such term in the Merger Agreement.


 


(l)            “Fair
Market Value” means, with respect to a share of Stock on any date herein
specified, (i) if the shares of Stock are listed or admitted for trading on a
national securities exchange, the reported closing sales price regular way, or,
in case no such reported sale takes place on such day, the average of the
reported closing bid and asked prices regular way, in either case on the
principal national securities exchange on which the shares of Stock are listed
or admitted for trading, or (ii) if the shares of Stock are not listed or
admitted for trading on a national securities exchange, (A) the closing
transaction price of the shares of Stock on the National Association of
Securities Dealers


 


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Automated
Quotation System (“NASDAQ”) or, in the case no such reported transaction
takes place on such day, the average of the reported closing bid and asked
prices thereof quoted on NASDAQ, or (B) if the shares of Stock are not quoted
on NASDAQ, the average of the closing bid and asked prices of the shares of
Stock in the over-the-counter market, as reported by The National Quotation
Bureau, Inc., or an equivalent generally accepted reporting service, or (iii)
if on any such day the shares of Stock are not quoted by any such organization,
the fair market value per share of Stock on such day, as determined in good
faith by the Committee.  If the Fair
Market Value of Stock is to be determined as of a day other than a trading day,
the Fair Market Value of Stock for such day shall be determined as described
above on the last trading day ending prior to the date as of which the
determination is being made.  If, in the
discretion of the Committee, another means of determining Fair Market Value
shall be necessary or advisable in order to comply with the requirements of
Section 162(m) of the Code or any other applicable law, governmental
regulation, or ruling of any governmental entity, then the Committee may
provide for another means of such determination.


 


(m)          “Incentive
Stock Option” means a Stock Option intended to qualify as an incentive
stock option within the meaning of Section 422 of the Code.


 


(n)           “Merger
Agreement” means that certain Agreement and Plan of Merger dated as of
March 20, 2004 made and entered into by and among the Company, Oiler
Acquisition Corp. and US Oncology.


 


(o)           “Option
Date” means, with respect to any Stock Option, the date on which the Stock
Option is awarded under the Plan.


 


(p)           “Option
Share” means any share of Stock issued upon exercise of a Stock Option,
regardless of whether the Holder of such share is the Participant in respect of
which such Stock Option was originally issued under the Plan or a transferee
thereof.


 


(q)           “Non-Qualified
Stock Option” means a Stock Option other than an Incentive Stock Option.


 


(r)            “Participant”
means any employee of the Company or any Subsidiary, any non-employee member of
the Company’s Board, and any consultant providing services to the Company or
any Subsidiary, who is selected by the Committee to participate in the Plan.


 


(s)           “Permitted
Transferees” means a member of a Participant’s immediate family, trusts for
the benefit of the Participant or such immediate family members, and
partnerships in which the Participant or such immediate family members are the
only partners, provided that no consideration is provided for the
transfer.  Immediate family members
shall include a Participant’s spouse and descendants (children, grandchildren
and more remote descendants), and shall include step-children and relationships
arising from legal adoption.


 


(t)            “Person”
means any natural person, corporation, limited liability company, partnership,
trust, joint stock company, business trust, unincorporated


 


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association, joint
venture, governmental authority or other legal entity of any nature whatsoever.


 


(u)           “Qualified
IPO” has the meaning provided for such term in the Company’s Amended and
Restated Certificate of Incorporation.


 


(v)           “Restricted
Period” has the meaning given to it in Article IV.


 


(w)          “Restricted
Stock” has the meaning given to it in Article IV.


 


(x)            “Retirement”
means the termination of employment from the Company constituting retirement as
determined by the Committee.


 


(y)           “Stock”
means the Common Stock of the Company, par value $0.001 per share.


 


(z)            “Stock
Option” means the right of a Participant to purchase Stock pursuant to an
Incentive Stock Option or a Non-Qualified Stock Option awarded pursuant to the
provisions of the Plan.


 


(aa)         “Subsidiary”
means, during any period, any corporation or other entity of which 50% or more
of the total combined voting power of all classes of stock (or other equity
interests in the case of an entity other than a corporation) entitled to vote
is owned, directly or indirectly, by the Company.


 


(bb)         “Terminated
for Cause” shall mean that a Participant’s employment is terminated as a
result of a breach of his or her written employment agreement, or for “cause”
as specified in a written employment agreement, if the Participant is party to
a written employment agreement with the Company or any Subsidiary, or, with
respect to a Participant that is not a party to a written employment agreement
with the Company or any Subsidiary, if the Committee determines that such
Participant is being terminated as a result of malfeasance, misconduct,
dishonesty, disloyalty, disobedience or action that might reasonably be
expected to injure the Company or its business interests or reputation.


 


(cc)         “Transfer”
means a transfer, sale, assignment, pledge, hypothecation or other disposition
(including by operation of law), whether directly or indirectly pursuant to the
creation of a derivative security, the grant of an option or other right or the
imposition of a restriction on disposition or voting.


 


(dd)         “US
Oncology” means US Oncology, Inc., a Delaware corporation.


 


(ee)         “WCAS
IX” shall mean Welsh, Carson, Anderson & Stowe IX, L.P., a Delaware
limited partnership.


 


1.4           Administration.  The Plan shall be administered by the
Committee.  If for any reason there is
no Committee, the duties of the Committee shall be performed by the Board.  Subject to the provisions of the Plan, the
Committee shall have authority to select Participants to


 


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receive awards of Stock Options or Restricted Stock, to determine the
time or times of receipt, to determine the types of awards and the number of
shares covered by the awards, to establish the terms, conditions, performance
criteria, restrictions, and other provisions of such awards, and to amend,
modify or suspend outstanding awards; provided, that, except as expressly
provided in the Plan, the Committee may not, without the Participant’s consent,
alter the terms of any award so as to affect adversely the Participant’s rights
under the award unless the Committee expressly reserved the right to do so at
the time of the award.  Notwithstanding
the foregoing proviso, and subject to Section 5.4, the provisions
of Article V of the Plan can be amended, modified, supplemented or
otherwise altered without the consent of any Participant or Holder of Option
Shares so long as all Participants and Holders of Option Shares are treated in
the same manner by such alteration.  The
Committee is authorized to interpret the Plan, to establish, amend, and rescind
any rules and regulations relating to the Plan, to determine the terms and
provisions of any agreements made pursuant to the Plan, to modify such agreements,
and to make all other determinations that may be necessary or advisable for the
administration of the Plan; provided, that, if any such interpretation,
rule, regulation, agreement, modification or other determination would
adversely affect the rights of WCAS IX under Article V of the Plan,
the Committee shall not take such action without the prior written consent of
WCAS IX.  Decisions of the Committee
(including decisions regarding the interpretation and application of the Plan)
shall be binding on the Company and on all Participants and other interested
parties. From and after the date the Company registers any class of its equity
securities pursuant to Section 12 of the 1934 Act, with respect to persons
subject to Section 16 of the 1934 Act, transactions under the Plan are
intended to comply with all applicable conditions of Rule 16b-3 or its
successor rule or statute under the 1934 Act. 
To the extent any provision of the Plan or action by the Committee fails
to so comply, it shall be deemed null and void, to the extent permitted by
law.  The Committee shall hold its
meetings at such times and places as it deems advisable. A majority of the
Committee shall constitute a quorum for a meeting. All determinations of the
Committee shall be made by a majority of its members attending the meeting.
Furthermore, any decision or determination reduced to writing and signed by all
of the members of the Committee shall be as effective as if it had been made by
a majority vote at a meeting properly called and held.


 


1.5           Participation.  Subject to the terms and conditions of the
Plan, the Committee shall determine and designate, from time to time, the
employees, non-employee Board members and consultants of the Company or any of
its Subsidiaries who will participate in the Plan.  In the discretion of the Committee, a Participant may be awarded
Stock Options or Restricted Stock, and more than one award may be granted to a
Participant.  Except as otherwise agreed
to by the Company and the Participant, any award under the Plan shall not
affect any previous award to the Participant under the Plan or any other plan
maintained by the Company or any of its Subsidiaries.


 


1.6           Shares
Subject to the Plan.  The shares of
Stock with respect to which awards may be made under the Plan shall be either
authorized and unissued shares or issued shares.  Subject to adjustment pursuant to the provisions of Section 1.11,
the number of shares of Stock that may be delivered in respect of awards
granted under the Plan for the grant of Stock Options shall not exceed
3,933,595 shares in the aggregate. 
Subject to such overall limit, up to 3,933,595 shares of Stock may be
issued upon the exercise of Incentive Stock Options and up to 3,933,595 shares
of Stock may be issued upon the exercise of Non-Qualified Stock Options.  The number of shares of Stock available
under the Plan for issuance as Restricted Stock shall not exceed 22,290,371


 


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shares in the aggregate.  If any
award under the Plan or any portion of the award, shall expire, terminate or be
forfeited or cancelled, or be settled in cash pursuant to the terms of the Plan
and, therefore, any such shares are no longer distributable under the award,
such shares of Stock shall again be available for award under the Plan, subject
to the foregoing limits.  From and after
the date the Company is required to register any class of its equity securities
under Section 12 of the 1934 Act, the maximum number of shares with
respect to which Stock Options may be granted under the Plan to any single
Participant in any 12 month period shall be 3,933,595.  Notwithstanding the foregoing, in order to
comply with Section 162(m) of the Code, the Committee shall take into
account that (1) if a Stock Option is canceled, the canceled Stock Option
continues to be counted against the maximum number of shares for which Stock
Options may be granted to the Participant under the Plan and (2) for purposes
of Section 162(m) of the Code, if after the grant of a Stock Option, the
Committee reduces the purchase price of the Stock Option, the transaction is
treated as a cancellation of the Stock Option and a grant of a new Stock
Option, and in such case, both the Stock Option that is deemed to be canceled
and the Stock Option that is deemed to be granted reduce the maximum number of
shares for which Stock Options may be granted to the Participant under the
Plan.


 


1.7           Compliance
With Applicable Laws. 
Notwithstanding any other provision of the Plan, the Company shall have
no liability to issue any shares of Stock under the Plan unless such issuance
would comply with all applicable laws and the applicable requirements of any
securities exchange or similar entity. 
Prior to the issuance of any shares of Stock under the Plan, the Company
may require a written statement that the recipient is acquiring the shares for
investment and not for the purpose or with the intention of distributing the
shares.  The Committee, in its
discretion, may impose such conditions, restrictions and contingencies with
respect to shares of Stock acquired pursuant to the exercise of a Stock Option
or in connection with an award of Restricted Stock as the Committee determines
to be desirable.


 


1.8           Withholding
of Taxes.  All awards and payments
under the Plan are subject to withholding of all applicable taxes.  The Committee, in its sole discretion, may
permit withholding obligations to be satisfied through the surrender of shares
of Stock which the Participant already owns, or to which a Participant is
otherwise entitled under the Plan.  The
Company shall have the right to deduct from all amounts paid in cash in
consequence of the exercise of a Stock Option or in connection with an award of
Restricted Stock under the Plan any taxes required by law to be withheld with
respect to such cash payments.  Where an
employee or other person is entitled to receive shares of Stock pursuant to the
exercise of a Stock Option pursuant to the Plan, the Company shall have the
right to require the employee or such other person to pay to the Company the
amount of any taxes that the Company is required to withhold with respect to
such shares, or, in lieu thereof, and in the sole discretion of the Committee,
to retain, or sell without notice, a sufficient number of such shares to cover
the amount required to be withheld. 
Upon the disposition (within the meaning of Section 424(c) of the
Code) of shares of Stock acquired pursuant to the exercise of an Incentive
Stock Option prior to the expiration of the holding period requirements of Section 422(a)(1)
of the Code, the Participant shall be required to give written notice to the
Company of such disposition and the Company shall have the right to require the
Participant to pay to the Company the amount of any taxes that are required by
law to be withheld with respect to such disposition.  The Company shall have the right to withhold from any salary,
wages or other compensation payable by the Company to the Participant an amount
sufficient to satisfy withholding tax requirements attributable to such


 


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disposition. Upon termination of the Restricted Period with respect to
an award of Restricted Stock (or such earlier time, if any, as an election is
made by the Participant under Section 83(b) of the Code, or any successor
provisions thereto, to include the value of such shares in taxable income), the
Company shall have the right to require the Participant or any other person
receiving shares of Stock in respect of such Restricted Stock award to pay to
the Company the amount of taxes that the Company is required to withhold with
respect to such shares of Stock or, in lieu thereof, to retain or sell without
notice a sufficient number of shares of Stock held by it to cover the amount
required to be withheld.  The Company
shall have the right to deduct from all dividends paid with respect to
Restricted Stock the amount of taxes that the Company is required to withhold
with respect to such dividend payments.


 


1.9           Transferability.  Incentive Stock Options are not transferable
except as designated by the Participant by will or by the laws of descent and
distribution.  Incentive Stock Options
may be exercised during the lifetime of the Participant only by the Participant
or his guardian or legal representative. 
Non-Qualified Stock Options are not transferable except as designated by
the Participant by will or by the laws of descent and distribution or, if
provided by the Committee in the option agreement, to Permitted Transferees in
compliance with such option agreement. 
Non-Qualified Stock Options may be exercised either by the Participant,
his guardian or legal representative and as otherwise permitted under the laws
of descent and distribution, or by a Permitted Transferee to whom any such
Non-Qualified Stock Options are transferred in compliance with the terms of the
option agreement therefor.  During the
Restricted Period, shares of Restricted Stock awarded under the Plan are not
transferable except as designated by the Participant by will or by the laws of
descent and distribution or, if provided in the award agreement, to Permitted
Transferees in compliance with such award agreement.  Stock Options, shares of Stock issued upon exercise of Stock
Options and shares of Restricted Stock shall also be subject to the applicable
provisions of Article V and any other restrictions on transfer
contained in the option or award agreements relating thereto.  Without limiting the generality of the
foregoing, as a condition to the granting of any award of Restricted Stock to
any Participant not already a party thereto, the Company may require the
Participant to execute and deliver to the Company an instrument of joinder to
the Stockholders Agreement dated as of August 20, 2004 among the Company
and its stockholders, as amended.


 


1.10         Employee
and Stockholder Status.  The Plan
does not constitute a contract of employment or for services, and selection as
a Participant will not give any employee, non-employee director or consultant
the right to be retained in the employ of, nor to continue to provide services
as a director or consultant to, the Company or any Subsidiary.  No award of Stock Options under the Plan
shall confer upon the holder thereof any right as a stockholder of the Company.  If the transfer of shares is restricted
pursuant to Section 1.9, certificates representing such shares may
bear a legend referring to such restrictions.


 


1.11         Adjustments
to Number of Shares Subject to the Plan. 
In the event of any change in the outstanding shares of Stock of the
Company by reason of any stock dividend, split, spinoff, recapitalization,
merger, consolidation, combination, extraordinary dividend, exchange of shares
or other similar change, the aggregate number and class of shares of Company
capital stock with respect to which awards may be made under the Plan, and the
terms (including exercise price) and the number and class of shares subject to
any outstanding Stock Options shall be equitably adjusted by the Committee.


 


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1.12         Change
in Stock and Adjustments; Change of Control; Qualified IPO.


 


(a)           If,
while unexercised Stock Options remain outstanding under the Plan,  the Company is merged into or consolidated
with another corporation under circumstances where the Company is not the
surviving corporation or the Company is liquidated or sells or otherwise
disposes of substantially all its assets to another corporation, the Committee
may provide for the assumption of some or all outstanding Stock Options, or for
the grant of new awards in substitution therefor, by the acquiror or survivor
or Affiliate of the acquiror or survivor, in each case on such terms and
subject to such conditions as the Committee determines.  In the absence of such an assumption or if
there is no substitution, (i) subject to the provisions of clause (ii) below,
after the effective date of such merger, consolidation, liquidation or sale, as
the case may be, each holder of an outstanding Stock Option shall be entitled,
upon exercise of such Stock Option, to receive, in lieu of each share of Stock
for which such Stock Option is exercised, shares of such stock (or other
securities or consideration) as the holder of one share of Stock received
pursuant to the terms of the merger, consolidation, liquidation or sale, and
(ii) in the case of any such merger, consolidation, liquidation, sale or other
transaction, all outstanding Stock Options may be canceled by the Committee as
of a date not earlier than the effective date of any such merger,
consolidation, liquidation, sale or other transaction, provided that (A)
at least ten (10) days’ notice of such cancellation shall be given to each
holder of a Stock Option, and (B) following receipt of any such notice each
holder of a Stock Option shall have the right to exercise such Stock Option in
full (without regard to any vesting or other limitations on exercise set forth
in or imposed pursuant to the Plan or the award documentation relating to the
Stock Option) conditioned on the consummation of such merger, consolidation, liquidation
or other transaction and may defer delivery of the purchase price of any shares
of Stock to be purchased upon exercise of the Stock Option until not later than
five (5) business days after receipt from the Committee of written notice of
such consummation or occurrence.  In the
event that any acceleration of vesting pursuant to clause (ii) above would
result in imposition of the excise tax imposed by Section 4999 of the
Code, a Participant may elect to waive such acceleration with respect to such number
of shares subject to unvested Stock Options as the Participant may designate,
and the Participant shall be entitled to designate from among his unvested
Stock Options the Stock Options which shall not be subject to accelerated
vesting, in which case such Stock Options shall be terminated without payment
of any consideration to the Participant upon the consummation of such merger,
consolidation, liquidation, sale or other transaction.  In the event that the merger, consolidation,
liquidation, sale or other transaction does not occur, then on notice from the
Committee of such failure to occur any exercise of a Stock Option conditioned
on such occurrence shall be null and void and all limitations on exercise of a
Stock Option shall remain in effect as if the Committee had never sent any
notice of cancellation.


 


(b)           The
agreement provided for in Section 1.13 shall set forth the effect,
if any, of a Change of Control or a Qualified IPO upon any Stock Options or
Restricted Stock awarded under the Plan.


 


1.13         Agreement
With Company.  At the time of any
awards under the Plan, the Committee will require a Participant to enter into
an agreement with the Company in a form


 


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specified by the Committee, agreeing to the terms and conditions of the
Plan and to such additional terms and conditions, not inconsistent with the
Plan, as the Committee may, in its sole discretion, prescribe.  Notwithstanding anything to the contrary contained
above, each such agreement shall contain the provisions set forth in Section 5.3
of this Plan.  In the event of any
inconsistency or conflict between the terms of the Plan and the agreement, the
terms of the Plan shall govern.


 


1.14         No
Funds Established.  It is not
intended that awards under the Plan be set aside in a trust which would qualify
as an employee’s trust within the meaning of Sections 401 or 402 of the Code,
or in any other type of trust, fund, or separate account. The rights of any
Participant and any person claiming under such Participant shall not rise above
or exceed those of an unsecured creditor of the Company.


 


1.15         Assignment.  Except as contemplated by Section 1.9,
no right or benefit under the Plan shall be subject to anticipation,
alienation, sale, assignment, pledge, encumbrance, or charge, and any attempt
to anticipate, alienate, sell, assign, pledge, encumber, or charge the same
shall be void. No right or benefit hereunder shall in any manner be liable for
or subject to any debts, contracts, liabilities, or torts of the person
entitled to such benefits.


 


1.16         Gender,
Tense and Headings.  Whenever the
context requires such, words of the masculine gender used herein shall include
the feminine and neuter, and words used in the singular shall include the
plural.  Headings as used herein are
inserted solely for convenience and reference and constitute no part of the
construction of the Plan.


 


1.17         Tax
Consequences.  Neither the Company
nor the Committee makes any commitment or guarantee that any federal, state or
local tax treatment will apply or be available to any Participant.


 


1.18         Severability.  In the event that any provision of this Plan
shall be held illegal, invalid or unenforceable for any reason, such provision
shall be fully severable, but shall not affect the remaining provisions of the
Plan, and the Plan shall be construed and enforced as if the illegal, invalid,
or unenforceable provision had never been included herein.


 


1.19         Amendment and
Termination of Plan.  Subject to Section 5.4
hereof, the Board may at any time and in any way amend the Plan or any
outstanding award, and may at any time terminate the Plan as to any future
grants or awards; provided, that except as otherwise expressly provided, the
Board may not alter adversely or impair the Participant’s rights under any
Stock Options or Restricted Stock previously awarded under the Plan without the
consent of the holder thereof. 
Notwithstanding the foregoing proviso, and subject to Section 5.4,
the provisions of Article V of the Plan can be amended, modified,
supplemented or otherwise altered without the consent of any Participant or
Holder of Option Shares so long as all Participants and Holders of Option
Shares are treated in the same manner by such alteration.


 


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ARTICLE II

INCENTIVE STOCK OPTIONS


 


2.1           Definition.  The award of any Incentive Stock Option
under the Plan entitles the Participant to purchase shares of Stock at a price
fixed at the time the option is awarded, subject to the following terms of this
Article II and the terms of the award documentation.


 


2.2           Eligibility.  The Committee shall designate the employees
to whom Incentive Stock Options are to be awarded under the Plan and shall
determine the number of option shares to be offered to each Participant under
each Incentive Stock Option awarded. 
Incentive Stock Options may be awarded only to employees of the Company
or its corporate Subsidiaries.  In no
event shall the aggregate Fair Market Value (determined at the time the option
is awarded) of Stock with respect to which Incentive Stock Options are
exercisable for the first time by an individual during any calendar year (under
all plans of the Company and all Related Companies) exceed $100,000; any Stock
Options awarded in excess of this limit shall be considered Non-Qualified Stock
Options for federal income tax purposes, determined in the order in which the
Stock Options were granted.


 


2.3           Exercise
Price.  The purchase price per share
of Stock under each Incentive Stock Option shall be determined by the
Committee, provided, however, that in no event shall such price be less than
the greater of (a) 100% of the Fair Market Value per share of Stock as of the
Option Date (110% of such Fair Market Value if the holder of the option owns
stock possessing more than 10% of the combined voting power of all classes of
stock of the Company or any Subsidiary) or (b) the par value per share of Stock
on such date.


 


2.4           Exercise.


 


(a)           Each
Incentive Stock Option shall become and be exercisable at such time or times
and during such period or periods, in full or in such installments as may be
determined by the Committee at the Option Date.  To the extent provided by the Committee, the full purchase price
of each share of Stock purchased upon the exercise of any Incentive Stock
Option shall be paid in cash, by delivery of shares of Stock (valued at Fair
Market Value as of the day of exercise) that have an aggregate Fair Market
Value equal to the exercise price and that have been outstanding for at least
six months (unless the Committee approves a shorter period), by any other means
acceptable to the Committee, or in any combination thereof, at the time of such
exercise and, as soon as practicable thereafter, a certificate representing the
shares so purchased shall be delivered to the person entitled thereto.  If payment of the purchase price of shares
of Stock is paid in cash, payments shall be made only with cash, cashier’s
check, certified check, official bank check or postal money order payable to
the order of the Company in the amount (in United States dollars) of the
purchase price.  If payment of such
purchase price is made by shares of Stock, the Participant shall deliver to the
Company (i) certificates registered in the name of such Participant
representing a number of shares of Stock legally and beneficially owned by such
Participant, free of liens, claims and encumbrances of every kind and having a
Fair Market Value as of the date of delivery of such notice that is not greater
than the purchase price of the shares of Stock with respect to which such Stock
Options are to be exercised, such certificates to be accompanied by stock
powers duly


 


10






















 


endorsed in blank
by the record holder of the shares of Stock represented by such certificates,
and (ii) if the purchase price of the shares of Stock with respect to which
such Stock Option is to be exercised exceeds such Fair Market Value, cash or a
cashier’s check, certified check, official bank check or postal money order
payable to the order of the Company in the amount (in United States dollars) of
such excess.  From and after the date of
an initial public offering of the Stock (an “IPO”), the Committee may
permit a Participant to elect to pay the purchase price upon the exercise of a
Stock Option by irrevocably authorizing a third party acceptable to the
Committee or its designee to sell the shares of Stock (or a sufficient portion
of the shares of Stock) acquired upon exercise of the Stock Option and remit to
the Company a sufficient portion of the sale proceeds to pay the entire
purchase price and any tax withholding resulting from such exercise.  A Participant’s payment of the purchase
price in connection with the exercise of an Incentive Stock Option through
delivery of shares of Stock (the “ISO Stock”) that were acquired through
the exercise of an Incentive Stock Option and that have not been held for more
than one year will be considered a disposition (within the meaning of
Section 424(c) of the Code) of the ISO Stock, resulting in the
disqualification of the ISO Stock from treatment as an incentive stock option
under Section 422 of the Code, and the Participant’s recognition of
ordinary income.  Participants should
consult with their tax advisors prior to electing to exercise an Incentive
Stock Option by this method.


 


(b)           Stock
Options shall be exercised by the delivery of written notice to the Company
setting forth the number of shares of Stock with respect to which the Incentive
Stock Option is to be exercised and the address to which the certificates
representing shares of the Stock issuable upon the exercise of such Incentive
Stock Option shall be mailed.  In order
to be effective, such written notice shall be accompanied by a form of payment
as provided in Section 2.4(a). 
Such notice shall be delivered in person to the Secretary of the
Company, or shall be sent by registered mail, return receipt requested, to the
Secretary of the Company, in which case, delivery shall be deemed made on the
date such notice is deposited in the mail.


 


2.5           Option
Expiration Date.  The “Expiration
Date” with respect to an Incentive Stock Option or any portion thereof awarded
to a Participant under the Plan means the earliest of:


 


(a)           the
date that is ten (10) years after the date on which the Incentive Stock Option
is awarded (if the Participant owns stock possessing more than 10% of the
combined voting power of all classes of stock of the Company or any Subsidiary,
the date that is five (5) years after the date on which the Incentive Stock
Option is awarded);


 


(b)           the
date established by the Committee at the time of the award;


 


(c)           unless
the Committee provides otherwise at the time of the award, the date that is one
year after the Participant’s employment with the Company and all corporate
Subsidiaries is terminated by reason of the Participant becoming disabled
(within the meaning of Section 22(e)(3) of the Code) or the Participant’s
death; or


 


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(d)           unless
the Committee provides otherwise at the time of the award, the date that is
ninety (90) days after the termination of the Participant’s employment and
service with the Company and all corporate Subsidiaries for any reason other
than by reason of the Participant becoming disabled (within the meaning of
Section 22(e)(3) of the Code) or the Participant’s death.


 


Notwithstanding the foregoing, if the Participant is Terminated for
Cause all Stock Options held by the Participant shall immediately
terminate.  All rights to purchase
shares of Stock pursuant to an Incentive Stock Option shall cease as of such
Stock Option’s Expiration Date.


 


ARTICLE III

NON-QUALIFIED STOCK OPTIONS


 


3.1           Definition.  The award of any Non-Qualified Stock Option
under the Plan entitles the Participant to purchase shares of Stock at a price
fixed at the time the option is awarded, subject to the following terms of this
Article III and the terms of the award documentation.


 


3.2           Eligibility.  The Committee shall designate the
Participants to whom Non-Qualified Stock Options are to be awarded under the
Plan and shall determine the number of option shares to be offered to each such
Participant under any Non-Qualified Stock Option awarded.


 


3.3           Exercise
Price.  The purchase price of a
share of Stock under each Non-Qualified Stock Option shall be determined by the
Committee in its sole discretion, but shall not be less than the par value of a
share of Stock.  Notwithstanding the
foregoing, from and after the date the Company is required to register any
class of its equity securities under Section 12 of the 1934 Act, to the
extent the Committee grants a Non-Qualified Stock Option which is intended to
be “performance based” for purposes of Section 162(m) of the Code, the
purchase price deliverable upon the exercise of any such Non-Qualified Stock
Option shall be determined by the Committee but shall not be less than 100% of
the Fair Market Value of a share of Stock at the time of the grant.


 


3.4           Exercise.


 


(a)           Each
Non-Qualified Stock Option shall become and be exercisable at such time or
times and during such period or periods, in full or in such installments as may
be determined by the Committee at the Option Date.  To the extent provided by the Committee, the full purchase price
of each share of Stock provided upon exercise of a Non-Qualified Stock Option
shall be paid in cash, by delivery of shares of Stock (valued at Fair Market
Value as of the day of exercise) that have a Fair Market Value equal to the
exercise price and that have been outstanding for at least six months (unless
the Committee approves a shorter period), by any other means acceptable to the
Committee, or in any combination thereof. 
If payment of the purchase price of shares of Stock is paid in cash,
payments shall be made only with cash, cashier’s check, certified check,
official bank check or postal money order payable to the order of the Company
in the amount (in United States dollars) of the purchase price.  If payment of such purchase price is made by
shares of Stock, the Participant shall deliver to the Company (i) certificates
registered


 


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in the name of
such Participant representing a number of shares of Stock legally and
beneficially owned by such Participant, free of liens, claims and encumbrances
of every kind and having a Fair Market Value as of the date of delivery of such
notice that is not greater than the purchase price of the shares of Stock with
respect to which such Stock Options are to be exercised, such certificates to
be accompanied by stock powers duly endorsed in blank by the record holder of
the shares of Stock represented by such certificates, and (ii) if the purchase
price of the shares of Stock with respect to which such Stock Option is to be
exercised exceeds such Fair Market Value, cash or a cashier’s check, certified
check, official bank check or postal money order payable to the order of the
Company in the amount (in United States dollars) of such excess.  From and after the date of an IPO, the
Committee may permit a Participant to elect to pay the purchase price upon the
exercise of a Stock Option by irrevocably authorizing a third party acceptable
to the Committee or its designee to sell shares of Stock (or a sufficient
portion of the shares of Stock) acquired upon exercise of the Stock Option and
remit to the Company a sufficient portion of the sale proceeds to pay the
entire purchase price and any tax withholding resulting from such exercise.


 


(b)           Stock
Options shall be exercised by the delivery of written notice to the Company setting
forth the number of shares of Stock with respect to which the Non-Qualified
Stock Option is to be exercised and the address to which the certificates
representing shares of the Stock issuable upon the exercise of such
Non-Qualified Stock Option shall be mailed. 
In order to be effective, such written notice shall be accompanied by a
form of payment as provided in Section 3.4(a).  Such notice shall be delivered in person to
the Secretary of the Company, or shall be sent by registered mail, return
receipt requested, to the Secretary of the Company, in which case, delivery
shall be deemed made on the date such notice is deposited in the mail.


 


3.5           Option
Expiration Date.  The “Expiration
Date” with respect to a Non-Qualified Stock Option or any portion thereof
awarded to a Participant under the Plan means the earliest of:


 


(a)           the
date established by the Committee at the time of the award;


 


(b)           unless
the Committee provides otherwise at the time of grant, the date that is one
year after the Participant’s employment with the Company and all Subsidiaries
is terminated by reason of the Participant becoming Disabled, the Participant’s
death or the Participant’s Retirement; or


 


(c)           unless
the Committee provides otherwise at the time of grant, the date that is ninety
(90) calendar days after the termination of the Participant’s employment and
service with the Company and all Subsidiaries for any reason other than the
Participant becoming Disabled, the Participant’s death or the Participant’s
Retirement.


 


Notwithstanding the
foregoing, (i) if the Participant is Terminated for Cause all Stock Options
held by the Participant shall immediately terminate, and (ii) unless the
Committee provides otherwise at the time of grant, if the Participant’s
employment within the Company and all its Subsidiaries is terminated other than
because the Participant is terminated for Cause, then all


 


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Stock Options held by the
Participant that are vested as of the date of such termination shall be
exercisable by the Participant until the Expiration Date and all unvested Stock
Options shall terminate on the date of such termination.  All rights to purchase shares of Stock
pursuant to a Non-Qualified Stock Option shall cease as of such Stock Option’s
Expiration Date.


 


ARTICLE IV

RESTRICTED STOCK


 


4.1           Definition.  Restricted Stock awards are issuances of
Stock to Participants, the vesting of which may be subject to a required period
of employment or service as a director or consultant, or any other conditions
established by the Committee.


 


4.2           Eligibility.  The Committee shall designate any
Participant to whom Restricted Stock is to be awarded and the number of shares
of Stock that are subject to any such award.


 


4.3           Terms
and Conditions of Awards.  All
shares of Restricted Stock awarded to Participants under the Plan shall be
subject to the following terms and conditions and to such other terms and
conditions, not inconsistent with the Plan, as shall be prescribed by the
Committee in its sole discretion and as shall be contained in the agreement
referred to in Section 1.13.


 


(a)           Restricted
Stock awarded to Participants may not be sold, assigned, transferred, pledged
or otherwise encumbered, except as hereinafter provided, for such period or
until the satisfaction of such conditions as the Committee may determine, after
the time of the award of such stock (the “Restricted Period”).  A single award of shares of Restricted Stock
may impose different Restricted Periods for different portions of such shares
of Restricted Stock.  Except for such
restrictions, the Participant as owner of such shares shall have all the rights
of a stockholder, including but not limited to the right to vote such shares
and, except as otherwise provided by the Committee, the right to receive all
dividends paid on such shares.


 


(b)           Except
as otherwise determined by the Committee in its sole discretion or as set forth
in the agreement evidencing the Restricted Stock award, a Participant whose
employment or service with the Company and all Subsidiaries terminates prior to
the end of the Restricted Period for any reason shall forfeit all shares of
Restricted Stock remaining subject to a Restricted Period.


 


(c)           Each
certificate issued in respect of shares of Restricted Stock awarded under the
Plan shall be registered in the name of the Participant and, at the discretion
of the Committee, each such certificate may be deposited in a bank designated
by the Committee.  Each such certificate
shall bear the following (or a similar) legend:


 


                “The
transferability of this certificate and the shares of stock represented hereby
are subject to the terms and conditions (including forfeiture) contained in the
corporation’s 2004 Equity Incentive Plan and an agreement entered into between
the registered owner and the corporation. 
A copy of such plan and agreement is on file in the office of the
Secretary of the corporation, [address].


 


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(d)           At
the end of the Restricted Period for shares of Restricted Stock, certificates
for such shares of Restricted Stock shall be delivered to the Participant (or
his or her legal representative, beneficiary or heir) free of all restrictions
under this Plan or any agreement evidencing the Restricted Stock award.


 


ARTICLE V

PROVISIONS FOR THE BENEFIT OF WCAS IX


 


5.1           Restrictions
on Transfer of Option Shares.


 


(a)           Notwithstanding
anything to the contrary contained in this Plan or in any stock option
agreement relating to any Stock Option, no holder (each a “Holder”) of Option
Shares may Transfer all or any portion of the Option Shares held by such Holder
without the prior written consent of WCAS IX other than (i) Transfers to
Permitted Transferees that are made in accordance with Section 5.1(b)
below and (ii) Transfers made in connection with a Drag-Along Sale pursuant to Section 5.2
below.   Any attempted Transfer of
Option Shares in violation of the provisions of this Article V
shall be null and void ab initio
and of no effect, and the Company shall not record any such Transfer on its
books.  Each certificate representing
Option Shares shall bear a legend substantially to the following effect with
such additions thereto or changes therein as the Company (with the approval of
WCAS IX) may be advised by counsel are required by law or necessary to give
full effect to the provisions of this Article V (the “Legend”):


 


“THE SHARES
REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN TRANSFER RESTRICTIONS
AND CERTAIN PROVISIONS REQUIRING THE SALE OF SUCH SHARES BY THE HOLDER THEREOF
UNDER CERTAIN CIRCUMSTANCES, IN EACH CASE UNDER ARTICLE V OF THE US
ONCOLOGY HOLDINGS, INC. 2004 EQUITY INCENTIVE PLAN, AS AMENDED FROM TIME TO
TIME, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY. NO
TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF THE
SHARES REPRESENTED BY THIS CERTIFICATE MAY BE MADE EXCEPT IN ACCORDANCE WITH
THE PROVISIONS OF ARTICLE V OF SUCH PLAN. 
THE HOLDER OF THIS CERTIFICATE, BY ACCEPTANCE OF THIS CERTIFICATE,
AGREES TO BE BOUND BY THE PROVISIONS OF ARTICLE V OF SUCH PLAN.”


 


After the
termination of this Article V in accordance with its terms, and
upon the written request of any Holder of Option Shares, the Legend placed on
the certificate(s) evidencing such Option Shares will be removed by the Company
by means of the delivery of substitute certificates without such Legend.


 


(b)           A
Participant may, at any time, Transfer any or all of the Option Shares of such
Participant to a Permitted Transferee thereof if such Permitted Transferee duly
executes and delivers to the Company and WCAS IX an instrument (in a form
reasonably acceptable to the Committee and WCAS IX) acknowledging that such
Permitted Transferee is bound by the provisions of this Article V
as a Holder of Option Shares


 


15






















 


hereunder (such
Transfer to be effective only upon delivery of such instrument to the Company
and WCAS IX); provided, that (A) if the Company so requests promptly
following (and, in any event, within five (5) Business Days after) its receipt
of such instrument, such Transfer shall not be effective unless and until the
Company has been furnished with an opinion in form and substance reasonably
satisfactory to the Company of counsel reasonably satisfactory to the Company
that such Transfer is exempt from or not subject to the provisions of
Section 5 of the Securities Act of 1933, as amended (the “1933 Act”),
and any other applicable securities laws and (B) no Transfer under this Section 5.1(b)
shall be permitted if such Transfer would require the Company to register a
class of equity securities under Section 12 of the 1934 Act under
circumstances where the Company does not then have securities of any class
registered under Section 12 of the 1934 Act.  Notwithstanding the foregoing, no Participant shall avoid the
provisions of this Article V by making one or more Transfers to one
or more Permitted Transferees and then disposing of all or any portion of such
Participant’s interest in any such Permitted Transferee(s).


 


(c)           The
provisions of this Section 5.1 shall terminate and be of no further
force or effect from and after the 180th day following the
consummation of the initial underwritten sale by the Company of shares of Stock
to the public pursuant to an effective registration statement (other than a
registration statement on Form S-8 or Form S-4) filed under the 1933 Act (the “Initial
Public Offering”).


 


5.2           Drag-Along
Rights of WCAS IX.


 


(a)           Drag-Along
Sale.  If WCAS IX, the Company or US
Oncology receives an offer from a person who is not an Affiliate of the Company
or WCAS IX (a “Third Party”) to purchase or exchange (by merger,
consolidation or otherwise) (x) at least a majority of the shares of Stock then
outstanding or (y) all or substantially all of the assets of the Company and
its subsidiaries taken as a whole, and WCAS IX wishes to accept such offer (or
WCAS IX wishes that the Company or US Oncology accept such offer), then each
Holder of Option Shares (the “Drag-Along Stockholders”) shall, if
requested by WCAS IX, (A) waive any appraisal rights that it would otherwise
have in respect of such transaction, and/or (B) Transfer to such Third Party,
subject to the other provisions of this Plan, on the terms of the offer so
accepted by WCAS IX, including time of payment, form and choice of
consideration and adjustments to purchase price, the number of Option Shares
equal to the number of Option Shares owned by the Holder multiplied by the
percentage of the then outstanding shares of Stock to which the Third Party
offer is applicable.


 


(b)           Exercise
of Drag-Along Rights; Notices; Certain Conditions of Drag-Along Sales.


 


(i)            WCAS IX will give
notice (the “Drag-Along Notice”) to the Drag-Along Stockholders of any
proposed Transfer giving rise to the rights of WCAS IX set forth in Section 5.2(a)
(a “Drag-Along Sale”) within five (5) Business Days after WCAS IX’s
acceptance of the offer referred to in Section 5.2(a) and, in any
event, not less than ten (10) Business Days prior to the proposed closing date
for


 


16






















 


such
Drag-Along Sale.  The Drag-Along Notice
will set forth the number of shares of Stock proposed to be so Transferred, the
name of the proposed transferee or acquiring Person, the proposed amount and
form of consideration and the other terms and conditions of the offer.


 


(ii)           If any holders of Stock
are given an option as to the form and amount of consideration to be received,
all Holders of Option Shares shall be given the same option.  Each Drag-Along Stockholder (x) shall agree
to the same covenants as WCAS IX agrees to in connection with the Drag-Along
Sale, (y) shall be obligated to join on a pro  rata basis (based
on the proceeds received by each such Drag-Along Stockholder in connection with
the Drag-Along Sale) in any indemnification that WCAS IX agrees to provide in
connection with the Drag-Along Sale (other than in connection with obligations
that relate to a particular Holder such as representations and warranties
concerning itself for which each Holder shall agree to be solely responsible)
and (z) shall make such representations and warranties concerning itself and
the Option Shares to be sold by it in connection with such Drag-Along Sale as
WCAS IX makes with respect to itself and its Option Shares.


 


(iii)          Each Drag-Along
Stockholder will be responsible for funding its proportionate share of any
adjustment in purchase price or escrow arrangements in connection with the
Drag-Along Sale and for its proportionate share of any withdrawals from any
such escrow, including any such withdrawals that are made with respect to
claims arising out of agreements, covenants, representations, warranties or
other provisions relating to the Drag-Along Sale.


 


(iv)          Each Drag-Along
Stockholder will be responsible for its proportionate share of the fees,
commissions and other out-of-pocket expenses (collectively, “Costs”) of
the Drag-Along Sale to the extent not paid or reimbursed by the Company, the
Third Party or another Person (other than WCAS IX); provided, that the
liability for such Costs shall not exceed the total consideration received by
such Drag-Along Stockholder for its Option Shares in respect of such Drag-Along
Sale.  WCAS IX shall be entitled to
estimate each Drag-Along Stockholder’s proportionate share of such Costs and to
withhold such amounts from payments to be made to each Drag-Along Stockholder
at the time of closing of the Drag-Along Sale; provided that (i) such
estimate shall not preclude WCAS IX from recovering additional amounts from the
Drag-Along Stockholders in respect of each Drag-Along Stockholder’s
proportionate share of such Costs and (ii) WCAS IX shall reimburse each
Drag-Along Stockholder to the extent actual amounts are ultimately less than
the estimated amounts or any such amounts are paid by the Company, the Third
Party or another Person (other than WCAS IX).


 


(c)           Closing
of Drag-Along Sale.


 


(i)            At the closing of such
Drag-Along Sale, each of the Drag-Along Stockholders shall deliver certificates
evidencing the Option Shares then held by


 


17






















 


it and to be
sold in connection with such sale, duly endorsed for transfer or accompanied by
stock powers executed in blank, against payment of the purchase price therefor
by wire transfer to the account or accounts specified by such Drag-Along
Stockholder or by check.


 


(ii)           If the Drag-Along Sale
is not consummated within 180 days from the date of the Drag-Along Notice, WCAS
IX must deliver another Drag-Along Notice in order to exercise its rights under
this Plan with respect to such Drag-Along Sale.


 


(d)           Custody
Agreement and Power of Attorney. 
Upon receiving a Drag-Along Notice, each Drag-Along Stockholder will, if
requested by WCAS IX, execute and deliver a custody agreement and power of
attorney in form and substance reasonably satisfactory to WCAS IX with respect
to the Option Shares that are to be sold by such Drag-Along Stockholder
pursuant hereto in respect of such Drag-Along Sale (a “Drag-Along Custody
Agreement and Power of Attorney”). 
The Drag-Along Custody Agreement and Power of Attorney will provide,
among other things, that each such Drag-Along Stockholder will deliver to and
deposit in custody with the custodian and attorney-in-fact named therein a
certificate or certificates representing such Option Shares (each duly endorsed
in blank by the registered owner or owners thereof) and irrevocably appoint
said custodian and attorney-in-fact as its agent and attorney-in-fact with full
power and authority to act under the Drag-Along Custody Agreement and Power of
Attorney on its behalf with respect to (and subject to the terms and conditions
of) the matters specified in this Plan.


 


(e)           The
provisions of this Section 5.2 shall terminate and be of no further
force or effect from and after the consummation of the Company’s Initial Public
Offering.


 


5.3           Required
Provisions of Stock Option Agreements. 
Each stock option agreement relating to Stock Options awarded under this
Plan shall contain the following provisions (and shall not contain any
provisions in conflict with the following provisions):


 


“The Participant hereby acknowledges receipt of a copy of the Plan and
accepts and agrees to be bound by all of the terms and conditions of the Plan
as if set out verbatim in this Agreement, including, without limitation, the provisions
of Article V of the Plan which restrict transfers of shares of Stock
issued upon exercise of the Stock Options without the prior written consent of
Welsh, Carson, Anderson & Stowe IX, L.P. (“WCAS IX”) and require the
holder of such shares to sell such shares at the request of WCAS IX under
certain circumstances.  The Participant
hereby further acknowledges and agrees that WCAS IX is an express third party
beneficiary of the provisions of Article V of the Plan and this Agreement
and is entitled to enforce such provisions against the Participant.  In the event of a conflict between the terms
of the Plan and the terms of this Agreement, the terms of the Plan shall
control.”


 


18






















 


“This Agreement may be amended only by written agreement of the
Participant and the Company (and WCAS IX, if such change would affect WCAS IX’s
rights or obligations under Article V of the Plan or this Agreement), and
may be amended without the consent of any other person.  The provisions of this Agreement shall be
binding upon and inure to the benefit of the parties hereto (and WCAS IX as
third party beneficiary) and their respective successors, representatives,
heirs, descendants, distributees and permitted assigns.”


 


5.4           WCAS
IX Consent to Certain Amendments; WCAS IX As Third Party Beneficiary.  Notwithstanding anything else to the
contrary contained in this Plan, none of the provisions of Sections 1.4,
1.9, 1.13 and 1.19 hereof or this Article V
shall be amended, modified, terminated or supplemented without the prior
written approval of WCAS IX, which is intended to be a beneficiary of such
provisions entitled to enforce such provisions.


 


19