**Exhibit 10.2**

**IPC The Hospitalist Company**

**EXECUTIVE CHANGE IN CONTROL PLAN**

**(for Eligible Employees selected as Participants on or after March 3, 2011)**

The purpose of this IPC The Hospitalist Company Executive Change in Control Plan (the “Plan”) is to secure the continuedservices of certain senior executives of IPC The Hospitalist Company and to ensure their continued dedication to their duties in the event of any threat or occurrence of a Change in Control of the Company. The Plan was approved by the Board ofDirectors on March 3, 2011 (the “Effective Date”). Participants in this Plan shall consist of such Eligible Employees selected by the Compensation Committee to participate in the Plan on or after March 3, 2011. 

**ARTICLE I**

**DEFINITIONS**

**Section 1.1 Definitions**

Whenever used in this Plan, the followingcapitalized terms shall have the meanings set forth in this Section 1.1. Certain other capitalized terms are defined elsewhere in this Plan. 

(a) “Annual Target Bonus Amount” means the annual target bonus for each Participant, if any, as set by the Compensation Committee in accordance with the Company’s annual bonus plan orpolicy for the calendar year in which the Participant incurs a termination of employment. 

(b) “Base Salary” means(i) for a Participant who has an individual employment agreement with the Company, the annual base salary as specified in such employment agreement as in effect during the calendar year in which the Participant incurs a termination ofemployment (including any increases approved prior to the termination of employment by the Compensation Committee), or (ii) for a Participant who does not have an individual employment agreement with the Company, the base salary shall equal theproduct of (x) the monthly salary as in effect during the last full month prior to the month in which the Participant incurs a termination of employment multiplied by (y) twelve (12). 

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

(d) “Cash Severance Payment” means the cash payment of severance compensation as provided in Section 3.2. 

(e) “Cause” means: 

(i) the willful and continued failure by a Participant to substantially perform his or her duties for the Company (other than any such failure resulting from his or her incapacity due to physical ormental illness or any such failure subsequent to the delivery of a notice of the Company’s intent to terminate the Participant’s employment without Cause or subsequent to the expiration of the Company’s remedy period following theParticipant’s delivery to the Company of a notice of his or her intent to terminate employment for Good Reason), and such willful and continued failure continues after a demand for substantial performance is delivered to the Participant by theCompany which specifically identifies the manner in which the Participant has not substantially performed his or her duties; or 

(ii) the willful engaging by the Participant in illegal conduct or gross misconduct which is injurious to the business or reputation of the Company. 

For purposes of determining whether “Cause” exists, no act or failure to act on the part of the Participant shall be considered“willful” unless done, or omitted to be done, in bad faith and without reasonable belief that the action or omission was in, or not opposed to, the best interests of the Company. Any act, or failure to act, based upon authority givenpursuant to a resolution duly adopted by the Board, based upon the advice of counsel for the Company or upon the instructions to a Participant by a more senior officer of the Company shall be conclusively presumed to be done, or omitted to be done,in good faith and in the best interests of the Company. The Company must notify the Participant of any event constituting Cause within ninety (90) days following the Company’s knowledge of its existence or such event shall not constituteCause under this Plan. Notwithstanding the foregoing, with respect to a Participant who has entered into an employment agreement with the Company, “Cause” shall have the meaning specified in such agreement. 

(f) “Change in Control” means (a) the acquisition by any Person of votingShares which result in such Person being the beneficial owner (within the meaning of Rule 13d-3 under the Exchange Act) of more than fifty percent (50%) of the outstanding voting Shares; *provided, however*, a Change in Control shall notbe deemed to occur solely because more than fifty percent (50%) of the outstanding voting Shares is beneficially owned by (i) a trustee or other fiduciary holding securities under one or more employee benefit plans maintained by theCompany or any of its subsidiaries, or (ii) any Person which, immediately prior to such acquisition, is owned directly or indirectly by the stockholders of the Company in approximately the same proportion as their ownership of voting Sharesimmediately prior to such acquisition; (b) a merger, consolidation or other reorganization involving the Company if the stockholders of the Company and their affiliates, immediately before such merger, consolidation or other reorganization, donot, as a result of such merger, consolidation, or other reorganization, own directly or indirectly, more than fifty percent (50%) of the combined voting power of the then outstanding voting shares of the entity resulting from such merger,consolidation or other reorganization; (c) a complete liquidation or dissolution of the Company; or (d) the sale or other disposition of all or substantially all of the assets of the Company and its subsidiaries determined on aconsolidated basis. 

(g) “Change in Control Period” means the period described in Section 8.7 hereunder.

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

(i) “Committee” means the committee appointed by the Chief Executive Officer of the Company to administer the Plan pursuant toSection 7.1. 

(j) “Common Stock” means common stock, par value $.001 per share, of the Company. 

(k) “Company” means IPC The Hospitalist Company, a Delaware corporation, any successor or assignee as provided in Article V andany Subsidiary, as applicable. 

(l) “Compensation” means a Participant’s Base Salary plus Annual TargetBonus Amount for the year in which the termination of employment occurs (determined without regard to any diminution in such Base Salary or Annual Target Bonus Amount that constitutes Good Reason for Participant’s resignation or wouldconstitute such Good Reason but for the fact that it is less than the specified materiality threshold ($20,000)). Notwithstanding anything herein to the contrary, “Compensation” shall not include a Participant’s income from thegrant or vesting of restricted stock, or from the grant, vesting, or exercise of stock options, or any other awards under any of the Company’s equity incentive plans. 

(m) “Compensation Committee” means the compensation committee of the Board. 

(n) “Disability” means a Participant’s inability to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected toresult in death or can be expected to last for a continuous period of not less than twelve (12) months, as determined by the Committee. Notwithstanding the foregoing, with respect to a Participant who has entered into an employment agreementwith the Company, “Disability” shall have the meaning specified in such agreement as “Disability” or “Permanent Disability.” 

(o) “Eligible Employee” means a regular full-time salaried employee of the Company who is a member of a select group of management or highly compensated employees of the Company. 

(p) “Employee Grade” means Grade 1 or Grade 2, as assigned to a Participant by the Compensation Committee in accordance withArticle II. 

(q) “ERISA” means the Employee Retirement Income Security Act of 1974, as amended. 

(r) “Exchange Act” means the Securities Exchange Act of 1934, as amended. 

(s) “Good Reason” means the occurrence, without a Participant’s express written consent, of any of the following events,provided that the Participant shall have given the Company written notice that circumstances that Employee believes potentially constitute one of the following Good Reason events exist no later than ninety (90) days after the date that suchcircumstances come into existence, with specific explanation of the circumstances and the provision of this definition under which Good Reason has arisen: 

(i) a reduction by the Company of a Participant’s Base Salary andAnnual Target Bonus Amount (if any) as in effect immediately before a Change in Control which represents or will represent, in any 12-month period following such reduction, a reduction of $20,000 in either Base Salary, Annual Target Bonus Amount, orthe aggregate of Base Salary and Annual Target Bonus Amount; 

(ii) (A) any material and adverse change ina Participant’s authority, duties and responsibilities as in effect immediately before the Change in Control, or a material and adverse change, after the occurrence of a Change in Control, in the duties, responsibilities, authority or themanagerial level of the individual or body of individuals to whom a Participant reports; provided, however, that Good Reason shall not be deemed to occur upon a change in duties or responsibilities (other than reportingresponsibilities) that is solely and directly a result of the Company no longer being a publicly traded entity and does not involve any other event set forth in this paragraph (ii), or (B) a material and adverse change in a Participant’stitles or offices (excluding, if applicable, membership on the Board) with the Company as in effect immediately prior to a Change in Control; 

(iii) the Company’s requiring a Participant to be based more than fifty (50) miles from the location of such Participant’s place of employment immediately before a Change in Control, exceptfor normal business travel in connection with the Participant’s duties with the Company; or 

(iv) thefailure of the Company to obtain the assumption agreement from any successor as contemplated in Article V hereof prior to the effectiveness of any transaction that results in such successor. 

Good Reason shall not exist unless, following receipt by the Company of the Participant’s notice under this Section 1.1(s), the Company is provided with thirty (30) days to remedy thecircumstances that would constitute Good Reason. After receipt, a Participant’s continued employment shall not, subject to the requirements under this Section 1.1(s), constitute consent to, or a waiver of rights with respect to, any eventor condition constituting Good Reason; provided that any termination of a Participant’s employment for Good Reason as a result of such event or condition must occur no later than the second anniversary of the date that such condition initiallyarose. At any time after such notice has been given and Good Reason exists (and has not been cured), a termination of Employee’s employment due to Disability shall be deemed a termination by the Company not for Cause and not a termination dueto Disability. Notwithstanding the foregoing, with respect to a Participant who has entered into an employment agreement with the Company, “Good Reason” shall have the meaning specified in such agreement. 

(t) “Multiplier” for each Employee Grade shall be the number set forth opposite such Employee Grade below: 

 

**Employee Grade**
  **Multiplier** 
Grade One
   1.5  
Grade Two
   1.0  
(u)“Participant” means an Eligible Employee designated by the Compensation Committee to participate in the Plan pursuant to Article II; provided, however, that with respect to an Eligible Employee who has not entered into anemployment agreement with the Company, such Eligible Employee shall not become a Participant eligible to receive any benefits under the Plan until the Employee has executed a copy of, and delivered to the Company, the Restrictive Covenant Agreementattached as Exhibit “A.” 

(v) “Person” means any individual, sole proprietorship, corporation,partnership, joint venture, limited liability company, association, joint-stock company, trust, unincorporated organization, institution, public benefit corporation, entity or government instrumentality, division, agency, body or department.

(w) “Release” means, (i) with respect to a Participant who has entered into an employment agreement with theCompany that has a release attached as an exhibit to such employment agreement, such release, or (ii) with respect to a Participant who has not entered into an employment agreement with the Company or who has entered into an employmentagreement that does not have a release attached as an exhibit, a release acceptable to the Company and in a form substantially similar to the Separation and General Release Agreement attached hereto as Exhibit “B.” 

(x) “Separation from Service” means a Participant’s termination of employmentfrom the Company which constitutes a “separation from service,” as such term is defined under Section 409A of the Code and applicable guidance and regulations thereunder, including Treasury Regulation § 1.409A-1(h). References to“termination of employment” hereunder mean a Participant’s Separation from Service and shall be interpreted in a way consistent with Treasury Regulation § 1.409A-1(h) and other applicable guidance and regulations underSection 409A. 

(y) “Severance Benefit” means the Cash Severance Payment and all other payments and benefits asprovided in Article III. 

(z) “Severance Period” for each Employee Grade shall be the number set forth opposite suchEmployee Grade below: 

 

**Employee Grade**
  **Severance****Period** 
Grade One
   18 Months  
Grade Two
   12 Months  
(aa)“Share” means a share of the Common Stock. 

(bb) “Subsidiary” means any corporation orother Person, a majority of the voting power, equity securities or equity interest of which is owned directly or indirectly by the Company. 

**ARTICLE II**

**ELIGIBILITY**

The Compensation Committee shall designate Eligible Employees to participate in the Plan, the date on which such Eligible Employee’sparticipation shall commence and the appropriate Employee Grade for such Eligible Employee, in each case, at the Compensation Committee’s sole discretion. 

**ARTICLE III**

**SEVERANCE BENEFITS**

**Section 3.1 Right to Severance Benefit; Release**

Subject to the execution and delivery by the Participant of the Release, and to such Release becoming effective, the Participant shall be eligible to receive (i) a Cash Severance Payment from theCompany in the amount provided in Section 3.2 at such time as provided in Section 3.4, and (ii) such other benefits and rights provided in Sections 3.5, 3.6 and 3.8, in each case provided that the Participant incurs a termination ofemployment from the Company within ninety (90) days immediately preceding or eighteen (18) months immediately following the occurrence of a Change in Control for any reason other than: 

(a) Death 

(b)Disability, 

(c) Termination by the Company for Cause, or 

(d) Voluntary termination by the Participant for other than Good Reason. 

**Section 3.2 Amount of Cash Severance Payment**

The amount of the Cash Severance Payment shall equal the product of the Participant’s Compensation multiplied by the Multiplier for the Participant’s Employee Grade, less applicablewithholdings. 

**Section 3.3 Offset for Payments Under Employment Agreement or Other Arrangement withCompany; No Mitigation.**

Notwithstanding anything herein to the contrary, any Severance Benefit payable or benefit providedto a Participant hereunder shall be reduced, in accordance with Section 409A of the Code, by the amount of severance payments and comparable benefits to which the Participant is entitled under any plan or program sponsored by the Company orunder any similar arrangement entered into by the Company and the Participant, including, but not limited to, employment agreements, and shall be payable in accordance with Section 3.7; provided, however, that a payment or benefit under suchother plan or program or arrangement that is not of a type provided hereunder shall not result in a reduction of the Severance Benefit payable or benefit provided hereunder. The nature of a payment or benefit as “comparable” shall bedetermined without regard to provisions specifying that payments are deemed to be “separate” payments for purposes of Section 409A of the Code. The Company acknowledges and agrees that the Participant shall be entitled to receive allamounts due pursuant to this Article III regardless of any income which the Participant may receive from other sources following termination of employment from the Company. 

**Section 3.4 Payment of Severance Benefit**

The Participant’sability to receive the Severance Benefit is contingent upon (i) the Participant executing, timely delivering to the Company and not revoking the Release provided to the Participant by the Company and (ii) the Participant’s compliancewith the restrictive covenants set forth in the employment agreement or any other agreement entered into by the Participant and the Company, including, but not limited to, the Restrictive Covenant Agreement attached as Exhibit “A;”provided, that, if (A) a Participant does not execute or timely deliver to the Company the Release or such Release is revoked pursuant to its terms or (B) a Participant breaches any such restrictive covenant, then, inaddition to other available remedies provided in any agreement entered into between the Participant and Company or under applicable law, such Participant shall cease to be eligible for any Severance Benefit or other benefits under this Plan, and,upon the Company’s written request, must promptly repay to the Company any Severance Benefit and the monetary value of other benefits previously received under the Plan; providedfurtherthat, subject to Section 3.7,any amount to be repaid shall be on a gross basis, without reduction for any taxes incurred. Provided that the Participant meets these conditions, the Cash Severance Payment shall be paid to the Participant, in monthly installments and in accordancewith the Company’s standard payroll practices, for the duration of the applicable Severance Period, with each applicable monthly installment equal to the Cash Severance Payment divided by the number of months in the applicable Severance Period.The applicable Severance Period shall commence on the day immediately following the date of the Participant’s termination of employment; provided, however, that, in the case of the Participant’s qualifying termination ofemployment within 90 days preceding a Change in Control, Participant shall receive within 30 days following the Change in Control a lump sum payment equal to the portion of the Cash Severance Payment attributable to the period preceding and themonth of the Change in Control and the Participant’s remaining Cash Severance Payment shall be paid in monthly installments commencing on the first day of the month following the Change in Control and shall be paid for the remainder of theSeverance Period. 

**Section 3.5 Medical and Dental Benefits Continuation**

Any Participant who is entitled to the Cash Severance Payment hereunder, shall, for the duration of the applicable Severance Periodfollowing his or her termination of employment with the Company, be eligible to continue coverage in the medical and dental plans maintained by the Company during such period on the same terms and conditions as if the Participant remained an activeemployee of the Company during such Severance Period. The coverage required by this Section 3.5 need only be provided by the Company if the Participant (on behalf of himself or herself and his or her eligible dependents) makes the appropriateelection as required by Section 4980B of the Code or any other applicable state law and otherwise complies with the requirements of Section 4980B of the Code and such other applicable state law. 

**Section 3.6 Withholding of Taxes**

The Company shall withhold from any amounts or benefits payable to the Participant under this Plan all federal, state, local, city, employment or other taxes required by applicable law to be withheld bythe Company. 

**Section 3.7 Rules for Compliance with Code Section 409A.**

This Section 3.7 serves to ensure compliance with applicable requirements of Section 409A. Certain provisions of thisSection 3.7 modify other provisions of this Plan. If the terms of this Section 3.7 conflict with other terms of the Plan, the terms of this Section 3.7 control. 

(a) General. This Plan is intended to comply with the requirements ofSection 409A of the Code, and shall be interpreted and construed consistently with such intent; provided, however, that in no event shall the Company or any of its directors, officers, employees or advisors be responsible for anysuch additional tax, interest or related tax penalties that may be imposed under Section 409A of the Code. The payments to Participants pursuant to this Plan are also intended to be exempt from Section 409A of the Code to the maximumextent possible, under either the separation pay exemption pursuant to Treasury regulation §1.409A-1(b)(9)(iii) or as short-term deferrals pursuant to Treasury regulation §1.409A-1(b)(4), and for purposes of the separation pay exemption,each installment paid to a Participant under this Plan shall be considered a separate payment. Notwithstanding any other provision in this Plan, if the Participant is a “specified employee,” as defined in Section 409A of the Code, asof the date of the Participant’s Separation from Service, then to the extent any amount payable under the Plan is payable (i) upon such Participant’s Separation from Service and (ii) under the terms of the Plan would be payableprior to the six-month anniversary of such Participant’s Separation from Service, such payment shall be delayed until the earlier to occur of (a) the six-month anniversary of the Separation from Service and (b) the date of theParticipant’s death. Any reimbursement payable to a Participant pursuant to this Plan shall be conditioned on the submission by the Participant of all expense reports reasonably required by the Company under any applicable expense reimbursementpolicy, and shall be paid to the Participant in accordance with the Company’s procedures covering expense reimbursements, but in no event later than the last day of the calendar year following the calendar year in which the Participant incurredthe reimbursable expense. Any amount of expenses eligible for reimbursement, or in-kind benefit provided, during a calendar year shall not affect the amount of expenses eligible for reimbursement, or in-kind benefit to be provided, during any othercalendar year. The right to any reimbursement or in-kind benefit pursuant to this Plan shall not be subject to liquidation or exchange for any other benefit. 

(b) Severance Under Other Plans or Agreements; Separate Payments. If a Participant has an employment agreement or otherwise is entitled to severance payments upon a termination that also wouldresult in a Severance Benefit under this Plan (“Non-Plan Severance”), the amount of such Non-Plan Severance actually payable or that would have been payable if such Participant’s termination were not otherwise subject to this Planshall be calculated at the time of such Participant’s termination. Each installment payment that actually comprises or that would have comprised the Non-Plan Severance shall be deemed a separate payment for purposes of Section 409A (andportions of each installment shall be deemed separate payments as provided under the terms of such Non-Plan Severance). If such Non-Plan Severance in fact is payable or is replaced by the Severance Benefit, payments thereof shall be paid inaccordance with the timing rules and other provisions of the agreement, plan or arrangement under which the Non-Plan Severance is or was to be paid. If such Non-Plan Severance is deemed to be replaced by the Severance Benefit, the portion of theSeverance Benefit that exceeds the Non-Plan Severance, including the part attributable to a higher severance multiplier and the part attributable to including the Annual Target Bonus Amount in the formula for calculating the Severance Benefit ascompared to such Non-Plan Severance, each will be deemed to be a separate payment for purposes of Section 409A.

(c)Other Provisions. 

(i) No Influence on Year of Payment. In the case of any payment under the Planpayable during a specified period of time following a termination of employment or other event, if such permitted payment period begins in one calendar year and ends in a subsequent calendar year, payment shall be made in the second taxable year.

(ii) Good Reason. The definition of “Good Reason” in Article I is intended to meetrequirements so that a termination for Good Reason will constitute an “involuntary separation” within the meaning of Treasury Regulation § 1.409A-1(n)(2)(i), and shall be so construed and interpreted. 

(iii) Non-transferability. No right to any payment or benefit under this Plan shall be subject to anticipation,alienation, sale, transfer, assignment, pledge, encumbrance, attachment, or garnishment by Participant’s creditors or of any of Participant’s beneficiaries. 

(iv) No Acceleration. The timing of payments and benefits under the Plan may not be accelerated to occur before thetime specified for payment hereunder, except to the extent permitted under Treasury Regulation § 1.409A-3(j)(4) or as otherwise permitted under Code Section 409A without Participant incurring a tax penalty. 

**Section 3.8 Accelerated Vesting of Certain Equity Awards**

In the event that a Participant becomes eligible to receive a Cash Severance Payment under Section 3.2, then any equity award grantedto the Participant by the Company on or after July 1, 2007, which equity award remains outstanding immediately before the Participant’s termination of employment but has not yet become vested, other than excluded equity awards as describedbelow, shall not be forfeited upon the Participant’s termination of employment but instead shall become vested and, if applicable, fully exercisable at the time of such termination, subject to the requirement that the Participant timely executethe Release and deliver it to the Company, and such Release thereafter becomes effective. In the event of such termination of employment, equity awards subject to performance-based vesting conditions shall be deemed satisfied at target performancelevels. Equity awards granted by the Company after the effectiveness of this Plan may be excluded from the operation of this Section 3.8 if the Board of Directors or the committee thereof authorizing the grant specifically provides, in theagreement evidencing the equity award and delivered to the Participant promptly following the grant of the equity award, that the equity award will not be subject to acceleration of vesting under this Section 3.8. 

**ARTICLE IV**

**OTHER RIGHTS AND BENEFITS NOT AFFECTED**

**Section 4.1 Other Benefits**

Subject to Section 3.3 (providing foroffsets to payments and benefits under this Plan for severance and benefits under employment agreements and other arrangements), neither the provisions of this Plan nor the Severance Benefit provided for hereunder shall reduce any amounts otherwisepayable, or in any way diminish a Participant’s rights as an employee, whether existing now or hereafter, under any employee benefit, incentive, retirement, welfare, stock option, stock bonus or stock-based, or stock purchase plan, program,policy or arrangement or any written employment agreement or other plan, program policy or arrangement not related to severance. 

**Section 4.2 Employment Status**

This Plan does not constitute acontract of employment or impose on a Participant any obligation to remain in the employ of the Company, nor does it impose on the Company any obligation to retain a Participant in his or her present or any other position, nor does it change thestatus of a Participant’s employment as an employee at will (or otherwise). Subject to Section 8.8, nothing in this Plan shall impair the right of the Company, in its absolute discretion, to change or reduce a Participant’scompensation at any time, or to change or terminate at any time one or more of its employee benefit plans. 

**ARTICLE V**

**SUCCESSOR TO THE COMPANY**

The Company shall require any successor or assignee, whether direct or indirect, by purchase, merger, consolidation or otherwise, to all or substantially all the business or assets of the Company,unconditionally to assume and agree to perform the Company’s obligations under this Plan, in the same manner and to the same extent that the Company would be required to perform if no succession or assignment had taken place. In such event, theterm “Company,” as used in this Plan, shall mean (from and after, but not before, the occurrence of such event) the Company as herein before defined and any successor or assignee to the business or assets which by reason hereof becomesbound by the terms and provisions of this Plan. 

**ARTICLE VI**

**CLAIMS**

**Section 6.1 Claims Procedure**

If a Participant has (a) a claim for compensation or benefits which are not being paid under the Plan, (b) another claim for benefits under the Plan, or (c) a claim for clarification ofrights under this Plan, then such Participant (or his or her designee) (a “Claimant”) may file with the Committee a written claim setting forth the amount and nature of the claim, supporting facts, and the Claimant’s address. TheCommittee shall notify each 

Claimant of its decision in writing by written or electronic means within 90 days after its receipt of a claim, unless otherwise agreed by the Claimant. In special circumstances, the Committeemay extend for a further 90 days the deadline for its decision, provided the Committee notifies the Claimant of the need for the extension within 90 days after its receipt of a claim. If a claim is denied, the written notice of denial shall setforth the reasons for such denial, refer to pertinent provisions of the Plan on which the denial is based, describe any additional material or information necessary for the Claimant to realize the claim, and explain the claims review procedure underthe Plan and a statement of a Participant’s right to bring a cause of action under Section 502(a) of ERISA after receiving a denial upon appeal. 

**Section 6.2 Claims Review Procedure**

A Claimant whose claim has beendenied or such Claimant’s duly authorized representative may file, within 60 days after notice of such denial is received by the Claimant, a written request for review of such claim by the Committee. If a request is so filed, the Committeeshall review the claim and notify the Claimant in writing of its decision within 60 days after receipt of such request, unless otherwise agreed by the Claimant. In special circumstances, the Committee may extend for up to 60 additional days thedeadline for its decision, provided the Committee notifies the Claimant of the need for the extension within 60 days after its receipt of the request for review. The notice of the final decision of the Committee shall include the reasons for itsdecision, specific references to the Plan on which the decision is based and a statement of a Participant’s right to receive, upon request and without charge, reasonable access to and copies of all documents, records and other informationrelevant to the claim for benefits. The decision of the Committee shall be final and binding on all parties. 

**ARTICLE VII**

**ADMINISTRATION**

**Section 7.1 Committee**

The Chief Executive Officer of the Company (the“CEO”) shall appoint not less than three (3) members of a committee, to serve at the pleasure of the CEO to administer the Plan. Members of the Committee may but need not be employees of the Company and may but need not beparticipants in the Plan, but a member of the Committee who is eligible to participate in the Plan shall not vote or act upon any matter which relates solely to such member as a Plan participant. All decisions of the Committee shall be by a vote orwritten evidence of intention of the majority of its members and all decisions of the Committee shall be final and binding. 

**Section 7.2 Committee Membership**

Any member of the Committee may resign at any time by giving thirty (30) days’ advance written notice to the CEO and to the remaining members (if any) of the Committee. A member of theCommittee, who at the time of his or her appointment to the Committee was an employee or director of the Company, and who for any reason ceases to be neither an employee nor a director, as applicable, of the Company, shall cease to be a member ofthe Committee effective on the date he or she ceases to be neither an employee nor director, as applicable, of the Company unless the CEO affirmatively continues his or her appointment as a member of the Committee. If there is a vacancy in themembership of the Committee, the remaining members shall constitute the full Committee. The CEO may fill any vacancy in the membership of the Committee, or enlarge the Committee, by giving written notice of appointment to the person so appointed andto the other members (if any) of the Committee, effective as stated in such written notice. However, the CEO shall not be required to fill any vacancy in the membership of the Committee if there remain at least three members of the Committee. Anynotice required by this Section may be waived by the person entitled thereto. 

**Section 7.3 Duties**

Except as otherwise provided herein, the Committee shall have the power and duty in its sole and absolute discretion to do all thingsnecessary or convenient to effect the intent and purposes of the Plan, whether or not such powers and duties are specifically set forth herein, and, by way of amplification and not limitation of the foregoing, the Committee shall have the power inits sole and absolute discretion to: 

(a) provide rules for the management, operation and administration of the Plan, and,from time to time, amend or supplement such rules; 

(b) interpret and construe the Plan in its sole and absolute discretion to the fullestextent permitted by law, which interpretation and construction shall be final and conclusive upon all persons; 

(c) correctany defect, supply any omission, or reconcile any inconsistency in the Plan in such manner and to such extent as it shall deem appropriate in its sole discretion to carry the same into effect; 

(d) make all determinations relevant to eligibility for benefits under the Plan, including determinations as to: whether a Participanthas incurred a termination of employment, the existence of Cause or Good Reason, whether the amounts or benefits to be provided under the Plan would be subject to additional taxes and penalties under Section 409A of the Code, and compliancewith applicable restrictive covenants; 

(e) enforce the Plan in accordance with its terms and the Committee’sinterpretation or construction of the Plan as provided in subsection (b) above; and 

(f) do all other acts and thingsnecessary or proper in its judgment to carry out the purposes of the Plan in accordance with its terms and intent. 

TheCommittee shall have the authority to adopt, alter and repeal such administrative rules, guidelines and practices governing the Plan as it shall, from time to time, deem advisable, to interpret the terms and provisions of the Plan and to otherwisesupervise the administration of the Plan. 

**ARTICLE VIII**

**MISCELLANEOUS**

**Section 8.1 Applicable Law**

This is an employee benefit plan subjectto ERISA and shall be governed by and construed in accordance with ERISA and, to the extent applicable and not preempted by ERISA, the law of the State of Delaware, without regard to its conflict of law principle. 

**Section 8.2 Construction**

No term or provision of this Plan shall be construed so as to require the commission of any act contrary to law, and wherever there is any conflict between any provisions of this Plan and any present orfuture law, ordinance, or regulation, the latter shall prevail, but in such event the affected provision of this Plan shall be curtailed and limited only to the extent necessary to bring such provision with the requirements of the law. 

**Section 8.3 Severability; Equitable Modification**

If a provision of this Plan shall be held illegal or invalid, the illegality or invalidity shall not affect the remaining parts of this Plan and this Plan shall be construed and enforced as if the illegalor invalid provision had not been included. If any court of competent jurisdiction shall deem any provision of the Agreement too restrictive, the other provisions shall stand, and the court shall modify the provision at issue to the point ofgreatest restriction permissible by law. 

**Section 8.4 Headings**

The Section headings in this Plan are inserted only as a matter of convenience of reference, and in no way define, limit, or extend orinterpret the scope of this Plan or of any particular Section. 

**Section 8.5 Assignability**

A Participant’s rights or interests under this Plan shall not be assignable or transferrable (whether by pledge, grant of a securityinterest, or otherwise), except by will or by the laws of descent and distribution. 

**Section 8.6 No Waiver**

Any waiver of breach of any of the terms, provisions, or conditions of this Agreement must be in writing to be effective,and shall not be construed or held to be a waiver of any other breach, or a waiver of, acquiescence in, or consent to any further succeeding breach thereof. 

**Section 8.7 Term**

This Plan shall continue in full force and effect until its terms and provisions are completely carried out, unless terminated by theBoard by at least a majority vote before the commencement of a Change in Control Period (as defined below). A “Change in Control Period” shall commence upon the earlier of (i) the first day the Company (or any Person on its behalf)begins negotiations to effect a Change in Control and (ii) the Company executing a letter of intent (whether or not binding) or a definitive agreement to effect a Change in Control and shall expire upon the occurrence of a Change in Controlarising out of or contemplated by such negotiations, letter of intent or definitive agreement. 

**Section 8.8Amendment/Termination**

This Plan may be amended in any respect by resolution adopted by the Board until the commencement ofa Change in Control Period; provided, however, that this Section 8.8 shall not be amended, and no amendment to the Plan shall be effective if made during a Change in Control Period except to the extent that such amendment is agreed to by theaffected Participants in writing. After a Change in Control occurs, this Plan shall no longer be subject to amendment, change, substitution, deletion, revocation or termination in any respect whatsoever until the second anniversary of such Change inControl. No agreement or representations, written or oral, express or implied, with respect to the subject matter hereof, have been made by the Company which are not expressly set forth in this Plan. Amendment or termination of the Plan shall notaccelerate (or defer) the time of any payment under the Plan that is deferred compensation subject to Section 409A of the Code if such acceleration (or deferral) would subject such deferred compensation to additional tax or penalties underSection 409A. 

**Section 8.9 Notices**

For purposes of this Plan, notices and all other communications provided for herein shall be in writing and shall be deemed to have been duly given when personally delivered, or sent by certified orovernight mail, return receipt requested, postage prepaid, addressed to the respective addresses last given by each party to the other, provided that all notices to the Company shall be directed to the attention of the Board. All notices andcommunications shall be deemed to have been received on the date of delivery thereof if personally delivered, on the third business day after the mailing thereof, or on the date after sending by overnight mail, except that notice of change ofaddress shall be effective only upon actual receipt. No objection to the method of delivery may be made if the written notice or other communication is actually received. 

**Section 8.10 Exculpation**

To the extent permitted by applicable law,no member of the Committee serving as Plan administrator nor any other officer, employee or director of the Company acting on behalf of the Company with respect to this Plan shall be directly or indirectly responsible or otherwise liable by reasonof any action or default as a member of that Committee, Plan administrator or other officer or employee of the Company acting on behalf of the Company with respect to this Plan, or by reason of the exercise of or failure to exercise any power ordiscretion as such person, except for any action, default, exercise or failure to exercise resulting from such person’s gross negligence or willful misconduct. To the extent permitted by applicable law, no member of the Committee shall beliable in any way for the acts or defaults of any other member of the Committee, or any of its advisors, agents or representatives. 

**Section 8.11 Indemnification**

The Company shall indemnify and holdharmless each member of the Committee serving as Plan administrator, and each other officer, employee or director of the Company acting on behalf of the Company with respect to this Plan, against any and all expenses and liabilities arising out ofhis or her own membership on the Committee, service as Plan administrator, or other actions respecting this Plan on behalf of the Company, except for expenses and liabilities arising out of such person’s gross negligence or willful misconduct.A person indemnified under this Section who seeks indemnification hereunder (“Indemnitee”) shall tender to the Company a request that the Company defend any claim with respect to which the Indemnitee seeks indemnification under thisSection and shall fully cooperate with the Company in the defense of such claim. If the Company shall fail to timely assume the defense of such claim, then the Indemnitee may control the defense of such claim. However, no settlement of any claimotherwise indemnified under this Section shall be subject to indemnity hereunder unless the Company consents in writing to such settlement. 

**Section 8.12 Information**

The Company and the Participant shall furnish to the Committee in writing all information the Committee may deem appropriate for theexercise of their powers and duties in the administration of the Plan. Such information may include, but shall not be limited to, the names of all Plan participants, their earnings and their dates of birth, employment, termination or death. Suchinformation shall be conclusive for all purposes of the Plan, and the Committee shall be entitled to rely thereon without any investigation thereof. 

**Section 8.13 No Property Interest**

The Plan is unfunded. Severance payshall be paid exclusively from the general assets of the Company and any liability of the Company to any person with respect to benefits payable under the Plan shall give rise solely to a claim as an unsecured creditor against the general assets ofthe Company. Any claim a Participant may have, or any interest in or right to any compensation, payment or benefit payable hereunder, shall rely solely upon the unsecured promise of the Company for the payment thereof, and nothing herein containedshall be construed to give to or vest in a Participant or any other person now or at any time in the future, any right, title, interest or claim in or to any specific asset, fund, reserve, account, insurance or annuity policy or contract, or otherproperty of any kind whatsoever owned by the Company, or in which the Company may have any right, title or interest now or at any time in the future. 

**Section 8.14 Beneficiary**

Any payment due under this Plan after aParticipant’s death shall be paid to such person or persons, jointly or successively, as such Participant may designate, in writing filed with the Committee during such Participant’s lifetime in a form acceptable to the Committee, which aParticipant may change without the consent of any beneficiary by filing a new designation of beneficiary in like manner. If no designation of beneficiary is on file with the Committee or no designated beneficiary is living or in existence upon suchParticipant’s death, such payments shall be made to such Participant’s surviving spouse, if any, or if none, to such Participant’s estate. 

**Section 8.15 Plan Year**

The fiscal records of the Plan shall be kepton the basis of a plan year which is the calendar year. 

*        *        * 

Dated: March 3, 2011 

Exhibit A 

**Restrictive Covenants Agreement**

Exhibit B 

**Separation and General Release Agreement**

IPC The HospitalistCompany (“Company”), and                             (“Employee”), agreethat this Separation Agreement and General Release (“Agreement”) sets forth their complete agreement and understanding regarding the termination of Employee’s employment with Company. 

1. Separation Date. Employee’s employment with Company will terminate/was terminated effective                    (the “Separation Date”). Employee represents that the Employee has returned all Company property toCompany. Except as specifically provided below, Employee shall not be entitled to receive any benefits of employment following the Separation Date. 

2. Consideration of Company. In consideration for the releases and covenants by Employee in this Agreement, Company will provide Employee with: **describe severance benefits.**

3. Employee Release of Rights and Agreement Not to Sue. Employee (defined for the purpose of this Paragraph 3 as Employee andEmployee’s agents, representatives, attorneys, assigns, heirs, executors, and administrators) fully and unconditionally releases the Released Parties (defined as the Company and any of its past or present employees, agents, insurers, attorneys,administrators, officials, directors, shareholders, divisions, parents, subsidiaries, predecessors, successors, employee benefit plans, and the sponsors, fiduciaries, or administrators of the Company’s employee benefit plans) from, and agreesnot to bring any action, proceeding or suit against any of the Released Parties regarding, any and all known or unknown claims, causes of action, liabilities, damages, fees, or remunerations of any sort, arising or that may have arisen out of or inconnection with Employee’s employment with or termination of employment from the Company, including but not limited to claims for: 

(a) violation of any written or unwritten contract, agreement, policy, benefit plan, retirement or pension plan, option plan, severance plan, or covenant of any kind, or failure to pay wages, bonuses,employee benefits, other compensation, attorneys’ fees, damages, or any other remuneration; and/or 

(b) discrimination,harassment, or retaliation on the basis of any characteristic protected under law, including but not limited to race, color, national origin, sex, sexual orientation, religion, disability, marital or parental status, age, union activity or otherprotected activity; and/or 

(c) denial of protection or benefits under any statute, ordinance, executive order, or regulation,including but not limited to claims under Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Civil Rights Act of 1866, the Age Discrimination in Employment Act, the Americans with Disabilities Act, the Fair Labor StandardsAct, the Family and Medical Leave Act, the Workers’ Adjustment and Retraining Notification, the Employee Retirement Income Security Act of 1974, the Illinois Wage Payment and Collection Act, the Illinois Human Rights Act, or any other federal,state or local statute, ordinance, or regulation regarding employment, termination of employment, or discrimination in employment; and/or 

(d) violation of any public policy or common law of any state relating to employment or personal injury, including but not limited to claims for wrongful discharge, defamation, invasion of privacy,infliction of emotional distress, negligence, interference with contract. 

4. No Disparagement or Encouragement ofClaims. Except as required by lawful subpoena or other legal obligation, Employee agrees not to make any oral or written statement that disparages or places the Company (including any of its past or present officers, employees, products orservices) in a false or negative light, or to encourage or assist any person or entity who may or who has filed a lawsuit, charge, claim or complaint against the Released Parties (as defined in Paragraph 3, above). Employee affirms that Employee hasnot done anything before signing this Agreement that would violate this paragraph. If Employee receives any subpoena or becomes subject to any legal obligation that implicates this paragraph, Employee will provide prompt written notice of that factto the Company (as provided below) and enclose a copy of the subpoena and any other documents describing the legal obligation. **[OPTIONAL]**

5. Non-admission/Inadmissibility. This Agreement does not constitute an admission that the Company took any wrongful, unlawful, or harmful action, and the Company specifically denies anywrongdoing. This Agreement is offered solely to resolve fully all matters related to Employee’s employment with and termination from Company. This Agreement shall not be used as evidence in any proceeding, except one alleging a breach of thisAgreement. 

6. Severability. The provisions of this Agreement shall be severable such that theinvalidity of any provision shall not affect the validity of other provisions; provided, however, that if a court or other binding authority holds that any release in Paragraph 3 is illegal, void or unenforceable, Employee agrees to promptly executea release and agreement that is legal and enforceable. 

7. Governing Law. This Agreement shall be governed by andconstrued in accordance with Delaware law, without regard to its principles of conflicts of laws. 

8. Entire Agreement.This Agreement represents the entire agreement and understanding concerning Employee’s separation from the Company. This Agreement supersedes and replaces any and all prior agreements, understandings, discussions, negotiations, or proposalsconcerning the matters addressed herein; provided, however, that the Company’s Executive Change in Control Plan, including without limitation Employee’s obligations thereunder and the applicable restrictive covenants to which the Employeeis bound, shall remain in full force and effect. In deciding to sign this Agreement, Employee has not relied on any express or implied promise, statement, or representation by the Company, whether oral or written, except as set forth herein.

9. **[FOR EMPLOYEES AGE 40+ ONLY]** Revocation Period. Employee has the right to revoke this Agreement, solely withregard to Employee’s release of claims under the Age Discrimination in Employment Act and the Older Workers Benefit Protection Act, for up to seven days after Employee signs it. In order to revoke this Agreement, Employee must sign and send awritten notice of the decision to do so, addressed to **[insert title, and address]**, and that written notice must be received by the Company no later than the eighth day after Employee signed this Agreement. If Employee revokes this Agreement,Employee will not be entitled to any of the consideration from the Company described in paragraph 2 above or under the Company’s Change in Control Plan. 

10. Voluntary Execution of Agreement. Employee acknowledges that: 

 
 a.Employee has carefully read this Agreement and fully understands its meaning; 
 
 b.Employee had the opportunity to take up to 21 days **[45 days for those age 40+ discharged in a termination affecting more than 1 employee]** after receivingthis Agreement to decide whether to sign it; 
 
 c.Employee understands that the Company is herein advising him, in writing, to consult with an attorney before signing it; 
 
 d.Employee is signing this Agreement, knowingly, voluntarily, and without any coercion or duress; and 
 
 e.everything Employee is receiving for signing this Agreement is described in the Agreement itself, and no other promises or representations have been made to causeEmployee to sign it. 
    IPC The Hospitalist Company
 
   By:    
 
Employee Signature       
 
   Title:    
 
Employee Name (print)       Dated:                        Dated: