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  Exhibit 10.1    
    


 
    AMENDED AND RESTATED
  ADEPTUS HEALTH INC.
  2014 OMNIBUS INCENTIVE PLAN    
    


1.    Purpose.    


        (a)   The
purpose of the Amended and Restated Adeptus Health Inc. 2014 Omnibus Incentive Plan is to provide a means through which the Company and its Affiliates may
attract and retain key personnel and to provide a means whereby directors, officers, employees, consultants and advisors (and prospective directors, officers, employees, consultants and advisors) of
the Company and its Affiliates can acquire and maintain an equity interest in the Company, or be paid incentive compensation, including incentive compensation measured by reference to the value of
Common Stock, thereby strengthening their commitment to the welfare of the Company and its Affiliates and aligning their interests with those of the Company's stockholders. 


        (b)   The
Adeptus Health Inc. 2014 Omnibus Incentive Plan (the "Original Plan") was originally adopted by the Board on
June 23, 2014, and was amended and restated as of the Effective Date, conditioned on, and subject to, the approval of the Company's stockholders at its 2016 annual meeting. Notwithstanding
anything in the Plan to the contrary, Awards may be granted under the Plan prior to and conditioned upon the stockholder approval of the Plan; provided,  however, that if such shareholder approval is not obtained, both the Plan and the Awards granted under the Plan, shall be void  ab initio, and the terms of the Original Plan shall remain in full force
and effect without regard to this amendment and restatement. 



2.    Definitions.    The following definitions shall be applicable throughout the
Plan. 


        (a)   "Absolute Share Limit" has the meaning given such term in Section 5(b) of the Plan. 


        (b)   "Affiliate" means any Person that directly or indirectly controls, is controlled by or is under common control with the
Company. The term "control" (including, with correlative meaning, the terms "controlled by" and "under common control with"), as applied to any Person, means the possession, directly or indirectly, of
the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting or other securities, by contract or otherwise. 


        (c)   "Award" means, individually or collectively, any Incentive Stock Option, Nonqualified Stock Option, Stock Appreciation
Right, Restricted Stock, Restricted Stock Unit, Other Equity-Based Award, Other Cash-Based Award and Performance Compensation Award granted under the Plan. 


        (d)   "Award Agreement" means the document or documents by which each Award (other than an Other-Cash Based Award) is
evidenced, which may be in written or electronic form. 


        (e)   "Board" means the Board of Directors of the Company. 


        (f)    "Cause" means, as to any Participant, unless the applicable Award Agreement states otherwise, (i) "Cause," as
defined in any employment or consulting agreement between the Participant and the Service Recipient in effect at the time of such Termination; or (ii) in the absence of any such employment or
consulting agreement (or the absence of any definition of "Cause" contained therein), (A) the Participant's gross negligence or willful misconduct in the performance of Participant's duties to
the Service Recipient; (B) the determination of the Board that the Participant has committed a felony or other crime causing harm to the Company or its Affiliates or any act constituting fraud
with respect to the Company or its Affiliates; (C) breach by the Participant of any terms or conditions of any agreement or obligation to the Company or its Affiliates; (D) the
Participant shall have refused to perform directives of the Board or any officer to whom such Participant reports, or the board of directors of any Affiliate (or any officer of such Affiliate) that
are consistent with the scope and nature of Participant's duties and responsibilities as an employee or service provider of the Company or its Affiliates; or (E) the Participant shall have
engaged in the unlawful use (including being under the influence) or possession of illegal drugs. 







 

        (g)   "Change in Control" means: 



          (i)  the
acquisition (whether by purchase, merger, consolidation, combination or other similar transaction) by any Person of beneficial ownership (within the meaning of
Rule 13d-3 promulgated under the Exchange Act) of more than 50% (on a fully diluted basis) of either (A) the then outstanding shares of Common Stock, taking into account as outstanding
for this purpose such Common Stock issuable upon the exercise of options or warrants, the conversion of convertible stock or debt, and the exercise of any similar right to acquire such Common Stock,
treating, for the avoidance of doubt, all then-outstanding LLC Units as shares of Common Stock assuming the full exchange of then-outstanding LLC Units for shares of Common Stock in
accordance with the Exchange Provision or (B) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors;  provided, however, that for purposes of this Plan, the following acquisitions shall not constitute a Change in Control: (I) any acquisition by
the Company or any Affiliate; (II) any acquisition by any employee benefit plan sponsored or maintained by the Company or any Affiliate; or (III) in respect of an Award held by a
particular Participant, any acquisition by the Participant or any group of Persons including the Participant (or any entity controlled by the Participant or any group of Persons including the
Participant); 


         (ii)  during
any period of 24 months, individuals who, at the beginning of such period, constitute the Board (the "Incumbent
Directors") cease for any reason to constitute at least a majority of the Board, provided that any person becoming a director subsequent to the date hereof, whose election or
nomination for election was approved by a vote of at least two-thirds of the Incumbent Directors then on the Board (either by a specific vote or by approval of the proxy statement of the Company in
which such person is named as a nominee for director, without written objection to such nomination) shall be an Incumbent Director; provided, however,
that no individual initially elected or nominated as a director of the Company as a result of an actual or threatened election contest, as such terms are used in Rule 14a-12 of
Regulation 14A promulgated under the Exchange Act, with respect to directors or as a result of any other actual or threatened solicitation of proxies or consents by or on behalf of any person
other than the Board shall be deemed to be an Incumbent Director; or 


        (iii)  the
sale, transfer or other disposition of all or substantially all of the assets of the Company to any Person that is not an Affiliate of the Company. 




        (h)   "Code" means the Internal Revenue Code of 1986, as amended, and any successor thereto. Reference in the Plan to any
section of the Code shall be deemed to include any regulations or other interpretative guidance under such section, and any amendments or successor provisions to such section, regulations or guidance. 


        (i)    "Committee" means the Compensation Committee of the Board or any properly delegated subcommittee thereof or, if no such
Compensation Committee or subcommittee thereof exists, the Board. 



        (j)    "Common Stock" means the Class A common stock, par value $0.01 per share, of the Company (and any stock or other
securities into which such Common Stock may be converted or into which it may be exchanged). 


        (k)   "Company" means Adeptus Health Inc., a Delaware corporation, and any successor thereto. 


        (l)    "Date of Grant" means the date on which the granting of an Award is authorized, or such other date as may be specified in
such authorization. 


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        (m)  "Designated Foreign Subsidiaries" means all Affiliates organized under the laws of any jurisdiction or country other than
the United States of America that may be designated by the Board or the Committee from time to time. 



        (n)   "Detrimental Activity" means any of the following: (i) unauthorized disclosure of any confidential or proprietary
information of the Company or its Affiliates; (ii) any activity that would be grounds to terminate the Participant's employment or service with the Service Recipient for Cause; (iii) the
breach of any noncompetition, nonsolicitation or other agreement containing restrictive covenants, with the Company or its Affiliates; or (iv) fraud or conduct contributing to any financial
restatements or irregularities, as determined by the Committee in its sole discretion. 


        (o)   "Disability" means, as to any Participant, unless the applicable Award Agreement states otherwise,
(i) "Disability," as defined in any employment or consulting agreement between the Participant and the Service Recipient in effect at the time of such Termination; or (ii) in the absence
of any such employment or consulting agreement (or the absence of any definition of "Disability" contained therein), a condition entitling the Participant to receive benefits under a long-term
disability plan of the Company or an Affiliate, or, in the absence of such a plan, the complete and permanent inability by reason of illness or accident to perform the duties of the occupation at
which a Participant was employed or served when such disability commenced. Any determination of whether Disability exists shall be made by the Company in its sole and absolute discretion. 



        (p)   "Effective Date" means May 16, 2016. 


        (q)   "Eligible Director" means a person who is (i) with respect to actions intended to obtain an exemption from
Section 16(b) of the Exchange Act pursuant to Rule 16b-3 under the Exchange Act, a "non-employee director" within the meaning of Rule 16b-3 under the Exchange Act; and
(ii) with respect to actions intended to obtain the exception for performance-based compensation under Section 162(m) of the Code, an "outside director" within the meaning of
Section 162(m) of the Code. 


        (r)   "Eligible Person" means any (i) individual employed by the Company or an Affiliate;  provided, however, that no such employee covered by a collective bargaining
agreement shall be an Eligible Person unless and to the extent that such
eligibility is set forth in such collective bargaining agreement or in an agreement or instrument relating thereto; (ii) director or officer of the Company or an Affiliate;
(iii) consultant or advisor to the Company or an Affiliate who may be offered securities registrable pursuant to a registration statement on Form S-8 under the Securities Act, who, in
the case of each of clauses (i) through (iii) above has entered into an Award Agreement or who has received written notification from the Committee or its designee that they have been
selected to participate in the Plan. Solely for purposes of this Section 2(q), "Affiliate" shall be limited to: (1) a Subsidiary; (2) any parent corporation of the Company within
the meaning of Section 424(e) of the Code ("Parent"); (3) any corporation, trade or business of which 50% or more of the combined voting
power of such entity's outstanding securities is directly or indirectly controlled by the Company or any Subsidiary or Parent; or (4) any corporation, trade or business which, directly or
indirectly, controls 50% or more of the combined voting power of the outstanding securities of the Company. 



        (s)   "Exchange Act" means the Securities Exchange Act of 1934, as amended, and any successor thereto. Reference in the Plan to
any section of (or rule promulgated under) the Exchange Act shall be deemed to include any rules, regulations or other interpretative guidance under such section or rule, and any amendments or
successor provisions to such section, rules, regulations or guidance. 


        (t)    "Exchange Provision" means Section 3.6 of the LLC Agreement. 



        (u)   "Exercise Price" has the meaning given such term in Section 7(b) of the Plan. 


        (v)   "Fair Market Value" means, on a given date, if (i) the Common Stock is listed on a national securities exchange,
the closing sales price of the Common Stock reported on the primary exchange on 


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which
the Common Stock is listed and traded on such date, or, if there are no such sales on that date, then on the last preceding date on which such sales were reported; (ii) the Common Stock
is not listed on any national securities exchange but is quoted in an inter-dealer quotation system on a last sale basis, the average between the closing bid price and ask price reported on such date,
or, if there is no such sale on that date, then on the last preceding date on which a sale was reported; or (iii) the Common Stock is not listed on a national securities exchange or quoted in
an inter-dealer quotation system on a last sale basis, the amount determined by the Committee in good faith to be the fair market value of the Common Stock. 



        (w)  "Immediate Family Members" has the meaning given such term in Section 14(b) of the Plan. 


        (x)   "Incentive Stock Option" means an Option which is designated by the Committee as an incentive stock option as described
in Section 422 of the Code and otherwise meets the requirements set forth in the Plan. 


        (y)   "Indemnifiable Person" has the meaning given such term in Section 4(e) of the Plan. 



        (z)   "LLC Agreement" means the Amended and Restated Limited Liability Company Agreement of Adeptus Health, LLC. 


        (aa) "LLC Units" means the Units (as defined in the LLC Agreement) of Adeptus Health LLC. 


        (bb) "Negative Discretion" means the discretion authorized by the Plan to be applied by the Committee to eliminate or reduce
the size of a an Other Cash-Based Award that is designated as a Performance Compensation Award consistent with Section 162(m) of the Code. 



        (cc) "Nonqualified Stock Option" means an Option which is not designated by the Committee as an Incentive Stock Option. 


        (dd) "Non-Employee Director" means a member of the Board who is not an employee of the Company or any Affiliate;  provided, that for solely for purposes of this definition, an
individual shall not fail to constitute a Non-Employee Director solely due to the fact
that such individual is employed by a direct or indirect shareholder of the Company, provided that such individual is not employed by the Company or any of its Subsidiaries. 



        (ee) "NYSE" means the New York Stock Exchange. 


        (ff)  "Option" means an Award granted under Section 7 of the Plan. 


        (gg) "Option Period" has the meaning given such term in Section 7(c) of the Plan. 


        (hh) "Original Plan" has the meaning given to such term in Section 1(b) of the Plan. 



         (ii)  "Other Cash-Based Award" means an Award that is not a Stock Appreciation Right or Restricted Stock Unit granted under
Section 10 of the Plan that is denominated and/or payable in cash. 


        (jj)   "Other Equity-Based Award" means an Award that is not an Option, Stock Appreciation Right, Restricted Stock, Restricted
Stock Unit or Performance Compensation Award that is granted under Section 10 of the Plan and is (i) payable by delivery of Common Stock and/or (ii) measured by reference to the
value of Common Stock. 


        (kk) "Participant" means an Eligible Person who has been selected by the Committee to participate in the Plan and to receive
an Award pursuant to the Plan. 


        (ll)   "Performance Compensation Award" means any Award designated by the Committee as a Performance Compensation Award
pursuant to Section 11 of the Plan. 


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        (mm)  "Performance Criteria" means the criterion or criteria that the Committee shall select for purposes of establishing the
Performance Goals for a Performance Period with respect to any Performance Compensation Award under the Plan. 


        (nn) "Performance Formula" means, for a Performance Period, the one or more objective formulae applied against the relevant
Performance Goal to determine, with regard to the Performance Compensation Award of a particular Participant, whether all, some portion but less than all, or none of the Performance Compensation Award
has been earned for the Performance Period. 


        (oo) "Performance Goals" means, for a Performance Period, the one or more goals established by the Committee for the
Performance Period based upon the Performance Criteria. 


        (pp) "Performance Period" means the one or more periods of time of not less than 12 months, as the Committee may
select, over which the attainment of one or more Performance Goals will be measured for the purpose of determining a Participant's right to, and the payment of, a Performance Compensation Award. 



        (qq) "Permitted Transferee" has the meaning set forth in Section 14(b) of the Plan. 


        (rr)  "Person" means any individual, entity or group (within the meaning of Section 13(d)(3) or Section 14(d)(2)
of the Exchange Act, or any successor provision). 


        (ss)  "Plan" means this Amended and Restated Adeptus Health Inc. 2014 Omnibus Incentive Plan, as it may be amended or
restated from time to time. 


        (tt)  "Restricted Period" means the period of time determined by the Committee during which an Award is subject to
restrictions, including vesting conditions. 


        (uu) "Restricted Stock" means Common Stock, subject to certain specified restrictions (which may include, without limitation,
a requirement that the Participant remain continuously employed or provide continuous services for a specified period of time), granted under Section 9 of the Plan. 


       (vv)  "Restricted Stock Unit" means an unfunded and unsecured promise to deliver shares of Common Stock, cash, other
securities or other property, subject to certain restrictions (which may include, without limitation, a requirement that the Participant remain continuously employed or provide continuous services for
a specified period of time), granted under Section 9 of the Plan. 


        (ww)  "SAR Period" has the meaning given such term in Section 8(c) of the Plan. 


       (xx)  "Securities Act" means the Securities Act of 1933, as amended, and any successor thereto. Reference in the Plan to any
section of (or rule promulgated under) the Securities Act shall be deemed to include any rules, regulations or other interpretative guidance under such section or rule, and any amendments or successor
provisions to such section, rules, regulations or guidance. 


        (yy) "Service Recipient" means, with respect to a Participant holding a given Award, either the Company or an Affiliate of
the Company by which the original recipient of such Award is, or following a Termination was most recently, principally employed or to which such original recipient provides, or following a
Termination was most recently providing, services, as applicable. 


        (zz) "Stock Appreciation Right" or "SAR" means an Award granted under
Section 8 of the Plan. 


        (aaa)  "Strike Price" has the meaning given such term in Section 8(b) of the Plan. 


        (bbb)  "Subsidiary" means, with respect to any specified Person: 



          (i)  any
corporation, association or other business entity of which more than 50% of the total voting power of shares of such entity's voting securities (without regard to
the occurrence of any contingency and after giving effect to any voting agreement or stockholders' agreement that effectively transfers voting power) is at the time owned or controlled, directly or
indirectly, by that Person or one or more of the other Subsidiaries of that Person (or a combination thereof); and 



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         (ii)  any
partnership (or any comparable foreign entity) (A) the sole general partner (or functional equivalent thereof) or the managing general partner of which is
such Person or Subsidiary of such Person or (B) the only general partners (or functional equivalents thereof) of which are that Person or one or more Subsidiaries of that Person (or any
combination thereof). 




        (ccc)  "Substitute Awards" has the meaning given such term in Section 5(e) of the Plan. 


        (ddd)  "Sub-Plans" means, any sub-plan to this Plan that has been adopted by the Board or the Committee for the purpose of
permitting the offering of Awards to employees of certain Designated Foreign Subsidiaries or otherwise outside the United States of America, with each such sub-plan designed to comply with local laws
applicable to offerings in such foreign jurisdictions. Although any Sub-Plan may be designated a separate and independent plan from the Plan in order to comply with applicable local laws, the Absolute
Share Limit and the other limits specified in Section 5(b) shall apply in the aggregate to the Plan and any Sub-Plan adopted hereunder. 


        (eee)  "Termination" means the termination of a Participant's employment or service, as applicable, with the Service Recipient
for any reason. 


        3.    Effective Date; Duration.    The Plan shall be effective as of the Effective Date. The expiration date of the
Plan, on and after which date no Awards may be granted hereunder, shall be the tenth anniversary of the Effective Date; provided, however, that such
expiration shall not affect Awards then outstanding, and the terms and conditions of the Plan shall continue to apply to such Awards. 


        4.    Administration.    



        (a)   The
Committee shall administer the Plan. To the extent required to comply with the provisions of Rule 16b-3 promulgated under the Exchange Act (if the Board is
not acting as the Committee under the Plan) or necessary to obtain the exception for performance-based compensation under Section 162(m) of the Code, as applicable, it is intended that each
member of the Committee shall, at the time he or she takes any action with respect to an Award under the Plan that is intended to qualify for the exemptions provided by Rule 16b-3 or to qualify
as performance-based compensation under Section 162(m) of the Code, as applicable, be an Eligible Director. However, the fact that a Committee member shall fail to qualify as an Eligible
Director shall not invalidate any action by the Committee that is otherwise valid under the Plan. 


        (b)   Subject
to the provisions of the Plan and applicable law, the Committee shall have the sole and plenary authority, in addition to other express powers and authorizations
conferred on the Committee by the Plan, to: (i) designate Participants; (ii) determine the type or types of Awards to be granted to a Participant; (iii) determine the number of
shares of Common Stock to be covered by, or with respect to which payments, rights, or other matters are to be calculated in connection with, Awards; (iv) determine the terms and conditions of
any Award; (v) determine whether, to what extent, and under what circumstances Awards may be settled in or exercised for cash, shares of Common Stock, other securities, other Awards or other
property, or canceled, forfeited, or suspended and the method or methods by which Awards may be settled, exercised, canceled, forfeited, or suspended; (vi) determine whether, to what extent,
and under what circumstances the delivery of cash, shares of Common Stock, other securities, other Awards or other property and other amounts payable with respect to an Award shall be deferred either
automatically or at the election of the Participant or of the Committee; (vii) interpret, administer, reconcile any inconsistency in, correct any defect in and/or supply any omission in the
Plan and any instrument or agreement relating to, or Award granted under, the Plan; (viii) establish, amend, suspend, or waive any rules and regulations and appoint such agents as the Committee
shall deem appropriate for the proper administration of the Plan; (ix) make any other determination and take any other action that the Committee deems necessary or desirable for the
administration of the Plan; and (x) adopt Sub-Plans. 



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        (c)   Except
to the extent prohibited by applicable law or the applicable rules and regulations of any securities exchange or inter-dealer quotation system on which the
securities of the Company are listed or traded, the Committee may allocate all or any portion of its responsibilities and powers to any one or more of its members and may delegate all or any part of
its responsibilities and powers to any person or persons selected by it. Any such allocation or delegation may be revoked by the Committee at any time. Without limiting the generality of the
foregoing, the Committee may delegate to one or more officers of the Company or any Subsidiary the authority to act on behalf of the Committee with respect to any matter, right, obligation, or
election which is the responsibility of or which is allocated to the Committee herein, and which may be so delegated as a matter of law, except for grants of Awards
to Persons (i) who are Non-Employee Directors, (ii) who are subject to Section 16 of the Exchange Act, or (iii) who are, or could reasonably be expected to be, "covered
employees" for purposes of Section 162(m) of the Code. 


        (d)   Unless
otherwise expressly provided in the Plan, all designations, determinations, interpretations, and other decisions under or with respect to the Plan or any Award or
Award Agreements shall be within the sole discretion of the Committee, may be made at any time and shall be final, conclusive and binding upon all Persons, including, without limitation, the Company,
any of its Affiliates, any Participant, any holder or beneficiary of any Award, and any stockholder of the Company. 


        (e)   No
member of the Board, the Committee or any employee or agent of the Company or any Subsidiary (each such Person, an "Indemnifiable
Person") shall be liable for any action taken or omitted to be taken or any determination made with respect to the Plan or any Award hereunder (unless constituting fraud or a
willful criminal act or omission). Each Indemnifiable Person shall be indemnified and held harmless by the Company against and from any loss, cost, liability, or expense (including attorneys' fees)
that may be imposed upon or incurred by such Indemnifiable Person in connection with or resulting from any action, suit or proceeding to which such Indemnifiable Person may be a party or in which such
Indemnifiable Person may be involved by reason of any action taken or omitted to be taken or determination made under the Plan or any Award Agreement and against and from any and all amounts paid by
such Indemnifiable Person with the Company's approval, in settlement thereof, or paid by such Indemnifiable Person in satisfaction of any judgment in any such action, suit or proceeding against such
Indemnifiable Person, and the Company shall advance to such Indemnifiable Person any such expenses promptly upon written request (which request shall include an undertaking by the Indemnifiable Person
to repay the amount of such advance if it shall ultimately be determined as provided below that the Indemnifiable Person is not entitled to be indemnified);  provided that the Company shall have the
right, at its own expense, to assume and defend any such action, suit or proceeding and once the Company gives
notice of its intent to assume the defense, the Company shall have sole control over such defense with counsel of the Company's choice. The foregoing right of indemnification shall not be available to
an Indemnifiable Person to the extent that a final judgment or other final adjudication (in either case not subject to further appeal) binding upon such Indemnifiable Person determines that the acts
or omissions or determinations of such Indemnifiable Person giving rise to the indemnification claim resulted from such Indemnifiable Person's fraud or willful criminal act or omission or that such
right of indemnification is otherwise prohibited by law or by the Company's Certificate of Incorporation or Bylaws. The foregoing right of indemnification shall not be exclusive of or otherwise
supersede any other rights of indemnification to which such Indemnifiable Persons may be entitled under the Company's or any Subsidiary's organizational documents, as a matter of law, individual
indemnification agreement or contract or otherwise, or any other power that the Company may have to indemnify such Indemnifiable Persons or hold them harmless. 



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        (f)    Notwithstanding
anything to the contrary contained in the Plan, the Board may, in its sole discretion, at any time and from time to time, grant Awards and administer the
Plan with respect to such Awards. Any such actions by the Board shall be subject to the applicable rules of the NYSE or any other securities exchange or inter-dealer quotation system on which the
Common Stock is listed or quoted. In any such case, the Board shall have all the authority granted to the Committee under the Plan. 




        5.    Grant of Awards; Shares Subject to the Plan; Limitations.    



        (a)   The
Committee may, from time to time, grant Awards to one or more Eligible Persons. 



        (b)   Awards
granted under the Plan shall be subject to the following limitations: (i) subject to Section 12 of the Plan, no more than 1,033,500 shares of Common
Stock (the "Absolute Share Limit") shall be available for Awards under the Plan; (ii) subject to Section 12 of the Plan, grants of Options
or SARs under the Plan in respect of no more than 70,200 shares of Common Stock may be made to any individual Participant during any single fiscal year of the Company (for this purpose, if a SAR is
granted in tandem with an Option (such that the SAR expires with respect to the number of shares of Common Stock for which the Option is exercised), only the shares underlying the Option shall count
against this limitation); (iii) subject to Section 12 of the Plan, no more than the number of shares of Common Stock equal to the Absolute Share Limit may be issued in the aggregate
pursuant to the exercise of Incentive Stock Options granted under the Plan; (iv) subject to Section 12 of the Plan, no more than 100,000 shares of Common Stock may be issued in respect
of Performance Compensation Awards denominated in shares of Common Stock granted pursuant to Section 11 of the Plan to any individual Participant for a single fiscal year during a Performance
Period (or with respect to each single fiscal year in the event a Performance Period extends beyond a single fiscal year), or in the event such share denominated Performance Compensation Award is paid
in cash, other securities, other Awards or other property, no more than the Fair Market Value of such shares of Common Stock on the last day of the Performance Period to which such Award relates;
(v) the maximum number of shares of Common Stock subject to Awards granted during a single fiscal year to any Non-Employee Director, taken together with any cash fees paid to such Non-Employee
Director during the fiscal year, shall not exceed $300,000 in total value (calculating the value of any such Awards based on the grant date fair value of such Awards for financial reporting purposes);
and (vi) the maximum amount that can be paid to any individual Participant for a single fiscal year during a Performance Period (or with respect to each single fiscal year in the event a
Performance Period extends beyond a single fiscal year) pursuant to a Performance Compensation Award denominated in cash (described in Section 11(a) of the Plan) shall be $3,000,000. 



        (c)   Other
than with respect to Substitute Awards, to the extent that an Award expires or is canceled, forfeited, terminated, settled in cash, or otherwise is settled without
delivery to the Participant of the full number of shares of Common Stock to which the Award related, the undelivered shares will again be available for grant. Shares of Common Stock withheld in
payment of the exercise price or taxes relating to an Award and shares equal to the number of shares surrendered in payment of any Exercise Price or Strike Price, or taxes relating to an Award, shall
be deemed to constitute shares not issued to the Participant and shall be deemed to again be available for Awards under the Plan; provided, however, that such shares shall not become available for
issuance hereunder if either: (i) the applicable shares are withheld or surrendered following the termination of the Plan; or (ii) at the time the applicable shares are withheld or
surrendered, it would constitute a material revision of the Plan
subject to stockholder approval under any then-applicable rules of the national securities exchange on which the Common Stock is listed. 



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        (d)   Shares
of Common Stock issued by the Company in settlement of Awards may be authorized and unissued shares, shares held in the treasury of the Company, shares purchased
on the open market or by private purchase or a combination of the foregoing. 


        (e)   Awards
may, in the sole discretion of the Committee, be granted under the Plan in assumption of, or in substitution for, outstanding awards previously granted by an
entity directly or indirectly acquired by the Company or with which the Company combines ("Substitute Awards"). Substitute Awards shall not be counted
against the Absolute Share Limit; provided, that Substitute Awards issued in connection with the assumption of, or in substitution for, outstanding
options intended to qualify as "incentive stock options" within the meaning of Section 422 of the Code shall be counted against the aggregate number of shares of Common Stock available for
Awards of Incentive Stock Options under the Plan. Subject to applicable stock exchange requirements, available shares under a stockholder approved plan of an entity directly or indirectly acquired by
the Company or with which the Company combines (as appropriately adjusted to reflect the acquisition or combination transaction) may be used for Awards under the Plan and shall not reduce the number
of shares of Common Stock available for issuance under the Plan. 




        6.    Eligibility.    Participation in the Plan shall be limited to Eligible Persons. 



        7.    Options.    



        (a)    General.    Each Option granted under the Plan shall be evidenced by an Award Agreement, which agreement need
not be the same for each Participant. Each Option so granted shall be subject to the conditions set forth in this Section 7, and to such other conditions not inconsistent with the Plan as may
be reflected in the applicable Award Agreement. All Options granted under the Plan shall be Nonqualified Stock Options unless the applicable Award Agreement expressly states that the Option is
intended to be an Incentive Stock Option. Incentive Stock Options shall be granted only to Eligible Persons who are employees of the Company and its Affiliates, and no Incentive Stock Option shall be
granted to any Eligible Person who is ineligible to receive an Incentive Stock Option under the Code. No Option shall be treated as an Incentive Stock Option unless the Plan has been approved by the
stockholders of the Company in a manner intended to comply with the stockholder approval requirements of Section 422(b)(1) of the Code, provided
that any Option intended to be an Incentive Stock Option shall not fail to be effective solely on account of a failure to obtain such approval, but rather such Option shall be treated as a
Nonqualified Stock Option unless and until such approval is
obtained. In the case of an Incentive Stock Option, the terms and conditions of such grant shall be subject to and comply with such rules as may be prescribed by Section 422 of the Code. If for
any reason an Option intended to be an Incentive Stock Option (or any portion thereof) shall not qualify as an Incentive Stock Option, then, to the extent of such nonqualification, such Option or
portion thereof shall be regarded as a Nonqualified Stock Option appropriately granted under the Plan. 


        (b)    Exercise Price.    Except as otherwise provided by the Committee in the case of Substitute Awards, the exercise
price ("Exercise Price") per share of Common Stock for each Option shall not be less than 100% of the Fair Market Value of such share (determined as of
the Date of Grant); provided, however, that in the case of an Incentive Stock Option granted to an employee who, at the time of the grant of such
Option, owns stock representing more than 10% of the voting power of all classes of stock of the Company or any Affiliate, the Exercise Price per share shall be no less than 110% of the Fair Market
Value per share on the Date of Grant. 


        (c)   Vesting and Expiration; Termination. 



          (i)  Options
shall vest and become exercisable in such manner and on such date or dates or upon such events as determined by the Committee;  provided, however, that
notwithstanding any such vesting dates or events, the Committee may in its sole
discretion accelerate the 




9







 


vesting
of any Options at any time and for any reason. Options shall expire upon a date determined by the Committee, not to exceed 10 years (the "Option
Period"); provided, that if the Option Period (other than in the case of an Incentive Stock Option) would expire at a time when
trading in the shares of Common Stock is prohibited by the Company's insider trading policy (or Company-imposed "blackout period"), then the Option Period shall be automatically extended until the
30th day following the expiration of such prohibition. Notwithstanding the foregoing, in no event shall the Option Period exceed five years from the Date of Grant in the case of
an Incentive Stock Option granted to a Participant who on the Date of Grant owns stock representing more than 10% of the voting power of all classes of stock of the Company or any Affiliate. 


         (ii)  Unless
otherwise provided by the Committee, whether in an Award Agreement or otherwise, in the event of: (A) a Participant's Termination by the Service Recipient
for Cause, all outstanding Options granted to such Participant shall immediately terminate and expire; (B) a Participant's Termination due to death or Disability, each outstanding unvested
Option granted to such Participant shall immediately
terminate and expire, and each outstanding vested Option shall remain exercisable for one year thereafter (but in no event beyond the expiration of the Option Period); and (C) a Participant's
Termination for any other reason, each outstanding unvested Option granted to such Participant shall immediately terminate and expire, and each outstanding vested Option shall remain exercisable for
90 days thereafter (but in no event beyond the expiration of the Option Period). 




        (d)    Method of Exercise and Form of Payment.    No shares of Common Stock shall be issued pursuant to any exercise
of an Option until payment in full of the Exercise Price therefor is received by the Company and the Participant has paid to the Company an amount equal to any Federal, state, local and non-U.S.
income, employment and any other applicable taxes required to be withheld. Options which have become exercisable may be exercised by delivery of written or electronic notice of exercise to the Company
(or telephonic instructions to the extent provided by the Committee) in accordance with the terms of the Option accompanied by payment of the Exercise Price. The Exercise Price shall be payable:
(i) in cash, check, cash equivalent and/or shares of Common Stock valued at the Fair Market Value at the time the Option is exercised (including, pursuant to procedures approved by the
Committee, by means of attestation of ownership of a sufficient number of shares of Common Stock in lieu of actual issuance of such shares to the Company);  provided, that such shares of Common Stock are
not subject to any pledge or other security interest; or (ii) by such other method as the
Committee may permit in its sole discretion, including, without limitation (A) in other property having a fair market value on the date of exercise equal to the Exercise Price; (B) if
there is a public market for the shares of Common Stock at such time, by means of a broker-assisted "cashless exercise" pursuant to which the Company is delivered (including telephonically to the
extent permitted by the Committee) a copy of irrevocable instructions to a stockbroker to sell the shares of Common Stock otherwise issuable upon the exercise of the Option and to deliver promptly to
the Company an amount equal to the Exercise Price or (C) a "net exercise" procedure effected by withholding the minimum number of shares of Common Stock otherwise issuable in respect of an
Option that are needed to pay the Exercise Price. Any fractional shares of Common Stock shall be settled in cash. 


        (e)    Notification upon Disqualifying Disposition of an Incentive Stock Option.    Each Participant awarded an
Incentive Stock Option under the Plan shall notify the Company in writing immediately after the date he or she makes a disqualifying disposition of any Common Stock acquired pursuant to the exercise
of such Incentive Stock Option. A disqualifying disposition is any disposition (including, without limitation, any sale) of such Common Stock before the later of (A) two years after the Date of
Grant of the Incentive Stock Option or (B) one year after the date of exercise of the Incentive Stock Option. The Company may, if determined by the Committee and 



10







 

in
accordance with procedures established by the Committee, retain possession, as agent for the applicable Participant, of any Common Stock acquired pursuant to the exercise of an Incentive Stock
Option until the end of the period described in the preceding sentence, subject to complying with any instructions from such Participant as to the sale of such Common Stock. 


        (f)    Compliance With Laws, etc.    Notwithstanding the foregoing, in no event shall a Participant be permitted to
exercise an Option in a manner which the Committee determines would violate the Sarbanes-Oxley Act of 2002, as amended from time to time, or any other applicable law or the applicable rules and
regulations of the Securities and Exchange Commission or the applicable rules and regulations of any securities exchange or inter-dealer quotation system on which the securities of the Company are
listed or traded. 




        8.    Stock Appreciation Rights.    



        (a)    General.    Each SAR granted under the Plan shall be evidenced by an Award Agreement. Each SAR so granted shall
be subject to the conditions set forth in this Section 8, and to such other conditions not inconsistent with the Plan as may be reflected in the applicable Award Agreement. Any Option granted
under the Plan may include tandem SARs. The Committee also may award SARs to Eligible Persons independent of any Option. 


        (b)    Strike Price.    Except as otherwise provided by the Committee in the case of Substitute Awards, the strike
price ("Strike Price") per share of Common Stock for each SAR shall not be less than 100% of the Fair Market Value of such share (determined as of the
Date of Grant). Notwithstanding the foregoing, a SAR granted in tandem with (or in substitution for) an Option previously granted shall have a Strike Price equal to the Exercise Price of the
corresponding Option. 


        (c)   Vesting and Expiration; Termination. 



          (i)  A
SAR granted in connection with an Option shall become exercisable and shall expire according to the same vesting schedule and expiration provisions as the
corresponding Option. A SAR granted independent of an Option shall vest and become exercisable in such manner and on such date or dates or upon such events as determined by the Committee;  provided,
however, that notwithstanding any such vesting dates or events, the Committee may in its sole
discretion accelerate the vesting of any SAR at any time and for any reason. SARs shall expire upon a date determined by the Committee, not to exceed 10 years (the "SAR
Period"); provided, that if the SAR Period would expire at a time when trading in the shares of Common Stock is prohibited by
the Company's insider trading policy (or Company-imposed "blackout period"), the SAR Period shall be automatically extended until the 30th day following the expiration of such prohibition. 


         (ii)  Unless
otherwise provided by the Committee, whether in an Award Agreement or otherwise, in the event of: (A) a Participant's Termination by the Service Recipient
for Cause, all outstanding SARs granted to such Participant shall immediately terminate and expire; (B) a Participant's Termination due
to death or Disability, each outstanding unvested SAR granted to such Participant shall immediately terminate and expire, and each outstanding vested SAR shall remain exercisable for one year
thereafter (but in no event beyond the expiration of the SAR Period); and (C) a Participant's Termination for any other reason, each outstanding unvested SAR granted to such Participant shall
immediately terminate and expire, and each outstanding vested SAR shall remain exercisable for 90 days thereafter (but in no event beyond the expiration of the SAR Period). 




11













 







































        (d)    Method of Exercise.    SARs which have become exercisable may be exercised by delivery of written or electronic
notice of exercise to the Company in accordance with the terms of the Award, specifying the number of SARs to be exercised and the date on which such SARs were awarded. 



        (e)    Payment.    Upon the exercise of a SAR, the Company shall pay to the Participant an amount equal to the number
of shares subject to the SAR that are being exercised multiplied by the excess of the Fair Market Value of one share of Common Stock on the exercise date over the Strike Price, less an amount equal to
any Federal, state, local and non-U.S. income, employment and any other applicable taxes required to be withheld. The Company shall pay such amount in cash, in shares of Common Stock valued at Fair
Market Value, or any combination thereof, as determined by the Committee. Any fractional shares of Common Stock shall be settled in cash. 




        9.    Restricted Stock and Restricted Stock Units.    



        (a)    General.    Each grant of Restricted Stock and Restricted Stock Units shall be evidenced by an Award Agreement.
Each Restricted Stock and Restricted Stock Unit so granted shall be subject to the conditions set forth in this Section 9, and to such other conditions not inconsistent with the Plan as may be
reflected in the applicable Award Agreement. 


        (b)    Stock Certificates and Book-Entry; Escrow or Similar Arrangement.    Upon the grant of Restricted Stock, the
Committee shall cause a stock certificate registered in the name of the Participant to be issued or shall cause share(s) of Common Stock to be registered in the name of the Participant and held in
book-entry form subject to the Company's directions and, if the Committee determines that the
Restricted Stock shall be held by the Company or in escrow rather than issued to the Participant pending the release of the applicable restrictions, the Committee may require the Participant to
additionally execute and deliver to the Company (i) an escrow agreement satisfactory to the Committee, if applicable and (ii) the appropriate stock power (endorsed in blank) with respect
to the Restricted Stock covered by such agreement. If a Participant shall fail to execute and deliver (in a manner permitted under Section 14(a) of the Plan or as otherwise determined by the
Committee) an agreement evidencing an Award of Restricted Stock and, if applicable, an escrow agreement and blank stock power within the amount of time specified by the Committee, the Award shall be
null and void. Subject to the restrictions set forth in this Section 9 and the applicable Award Agreement, the Participant generally shall have the rights and privileges of a stockholder as to
such Restricted Stock, including, without limitation, the right to vote such Restricted Stock; provided that if the lapsing of restrictions with respect
to any grant of Restricted Stock is contingent on satisfaction of performance conditions (other than or in addition to the passage of time), any dividends payable on such shares of Restricted Stock
shall be held by the Company and delivered (without interest) to the Participant within 15 days following the date on which the restrictions on such Restricted Stock lapse (and the right to any
such accumulated dividends shall be forfeited upon the forfeiture of the Restricted Stock to which such dividends relate). To the extent shares of Restricted Stock are forfeited, any stock
certificates issued to the Participant evidencing such shares shall be returned to the Company, and all rights of the Participant to such shares and as a stockholder with respect thereto shall
terminate without further obligation on the part of the Company. A Participant shall have no rights or privileges as a stockholder as to Restricted Stock Units. 



        (c)    Vesting; Termination.    



          (i)  Restricted
Stock and Restricted Stock Units vest, and any applicable Restricted Period shall lapse, in such manner and on such date or dates or upon such events
determined by the Committee; provided, however, that notwithstanding any such dates or events, the
Committee may in its sole discretion accelerate the vesting of any Restricted Stock or 




12







 


Restricted
Stock Unit or the lapsing of any applicable Restricted Period at any time and for any reason. 


         (ii)  Unless
otherwise provided by the Committee, whether in an Award Agreement or otherwise, in the event of a Participant's Termination for any reason prior to the time
that such Participant's Restricted Stock or Restricted Stock Units, as applicable, have vested (A) all vesting with respect to such Participant's Restricted Stock or Restricted Stock Units
shall cease and (B) unvested shares of
Restricted Stock and unvested Restricted Stock Units, as applicable, shall be forfeited to the Company by the Participant, for no consideration, as of the date of such Termination. 




        (d)    Issuance of Restricted Stock and Settlement of Restricted Stock Units.    



          (i)  Upon
the expiration of the Restricted Period with respect to any shares of Restricted Stock, the restrictions set forth in the applicable Award Agreement shall be of no
further force or effect with respect to such shares, except as set forth in the applicable Award Agreement. If an escrow arrangement is used, upon such expiration, the Company shall issue to the
Participant, or his or her beneficiary, without charge, the stock certificate (or, if applicable, a notice evidencing a book-entry notation) evidencing the shares of Restricted Stock which have not
then been forfeited and with respect to which the Restricted Period has expired (rounded down to the nearest full share). Dividends, if any, that may have been withheld by the Committee and
attributable to any particular share of Restricted Stock shall be distributed to the Participant in cash or, at the sole discretion of the Committee, in shares of Common Stock having a Fair Market
Value (on the date of distribution) equal to the amount of such dividends, upon the release of restrictions on such share and, if such share is forfeited, the Participant shall have no right to such
dividends. 


         (ii)  Unless
otherwise provided by the Committee in an Award Agreement or otherwise, upon the expiration of the Restricted Period with respect to any outstanding Restricted
Stock Units, the Company shall issue to the Participant, or his or her beneficiary, without charge, one share of Common Stock (or other securities or other property, as applicable) for each such
outstanding Restricted Stock Unit; provided, however, that the Committee may, in its sole discretion, elect to (i) pay cash or part cash and part
shares of Common Stock in lieu of issuing only shares of Common Stock in respect of such Restricted Stock Units; or (ii) defer the issuance of shares of Common Stock (or cash or part cash and
part shares of Common Stock, as the case may be) beyond the expiration of the Restricted Period if such extension would not cause adverse tax consequences under Section 409A of the Code. If a
cash payment is made in lieu of issuing shares of Common Stock in respect of Restricted Stock Units, the amount of such payment shall be equal to the Fair Market Value per share of the Common Stock as
of the date on which the Restricted Period lapsed with respect to such Restricted Stock Units. To the extent provided in an Award Agreement, the holder of outstanding Restricted Stock Units shall be
entitled to be credited with dividend equivalent payments (upon the payment by the Company of dividends on shares of Common Stock) either in cash or, at the sole discretion of the Committee, in shares
of Common Stock having a Fair Market Value equal to the amount of such dividends (and interest may, in the sole discretion of the Committee, be credited on the amount of cash dividend equivalents at a
rate and subject to such terms as determined by the Committee), which accumulated dividend equivalents (and interest thereon, if applicable) shall be payable at the same time as the underlying
Restricted Stock Units are settled following the release of restrictions on such Restricted Stock Units, and, if such Restricted Stock Units are forfeited, the Participant shall have no right to such
dividend equivalent payments. 




13







 

        (e)    Legends on Restricted Stock.    Each certificate, if any, or book-entry representing Restricted Stock awarded
under the Plan, shall bear a legend or book-entry notation substantially in the form of the following, in addition to any other information the Company deems appropriate, until the lapse of all
restrictions with respect to such shares of Common Stock: 



TRANSFER
OF [THIS CERTIFICATE AND] THE SHARES REPRESENTED HEREBY IS RESTRICTED PURSUANT TO THE TERMS OF THE AMENDED AND RESTATED ADEPTUS HEALTH INC. 2014 OMNIBUS
INCENTIVE PLAN AND A RESTRICTED STOCK AWARD AGREEMENT BETWEEN ADEPTUS HEALTH INC. AND PARTICIPANT. A COPY OF SUCH PLAN AND AWARD AGREEMENT IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICES OF
ADEPTUS HEALTH INC. 





        10.    Other Equity-Based Awards and Other Cash-Based Awards.    The Committee may grant Other Equity-Based Awards and
Other Cash-Based Awards under the Plan to Eligible Persons, alone or in tandem with other Awards, in such amounts and dependent on such conditions as the Committee shall from time to time in its sole
discretion determine. Each Other Equity-Based Award granted under the Plan shall be evidenced by an Award Agreement and each Other Cash-Based Award granted under the Plan shall be evidenced in such
form as the Committee may determine from time to time. Each Other Equity-Based Award or Other Cash-Based Award, as applicable, so granted shall be subject to such conditions not inconsistent with the
Plan as may be reflected in the applicable Award Agreement or other form evidencing such Award, including, without limitation, those set forth in Section 14(a) of the Plan. 


        11.    Performance Compensation Awards.    



        (a)    General.    The Committee shall have the authority, at or before the time of grant of any Award, to designate
such Award as a Performance Compensation Award intended to qualify as "performance-based compensation" under Section 162(m) of the Code. Notwithstanding anything in the Plan to the contrary, if
the Company determines that a Participant who has been granted an Award designated as a Performance Compensation Award is not (or is no longer) a "covered employee" (within the meaning of
Section 162(m) of the Code), the terms and conditions of such Award may be modified without regard to any restrictions or limitations set forth in this Section 11 (but subject otherwise
to the provisions of Section 13 of the Plan). 


        (b)    Discretion of Committee with Respect to Performance Compensation Awards.    With regard to a particular
Performance Period, the Committee shall have sole discretion to select the length of such Performance Period, the type(s) of Performance Compensation Awards to be issued, the Performance Criteria that
will be used to establish the Performance Goal(s), the kind(s) and/or level(s) of the Performance Goal(s) that is (are) to apply and the Performance Formula(e). Within the first 90 days of a
Performance Period (or, within any other maximum period allowed under Section 162(m) of the Code), the Committee shall, with regard to the Performance Compensation Awards to be issued for such
Performance Period, exercise its discretion with respect to each of the matters enumerated in the immediately preceding sentence and record the same in writing. 



        (c)    Performance Criteria.    The Performance Criteria that will be used to establish the Performance Goal(s) may be
based on the attainment of specific levels of performance of the Company (and/or one or more Affiliates, divisions or operational and/or business units, product lines, brands, business segments,
administrative departments, or any combination of the foregoing) and shall be limited to the following, which may be determined in accordance with generally accepted accounting principles
("GAAP") or on a non-GAAP basis: (i) net earnings, net income (before or after taxes) or consolidated net income; (ii) basic or diluted
earnings per share (before or after taxes); (iii) net revenue or net revenue growth; (iv) gross revenue or gross revenue growth, gross profit or gross profit growth; (v) net
operating profit (before or after taxes); (vi) return measures (including, but not limited to, return on investment, assets, capital, employed capital, 



14







 

invested
capital, equity, or sales); (vii) cash flow measures (including, but not limited to, operating cash flow, free cash flow, or cash flow return on capital), which may but are not
required to be measured on a per share basis; (viii) actual or adjusted earnings before or after interest, taxes, depreciation and/or amortization without or without adjustment for specified
items (including EBIT, EBITDA and adjusted EBITDA); (ix) gross or net operating margins; (x) productivity ratios; (xi) share price (including, but not limited to, growth measures
and total stockholder return); (xii) expense targets or cost reduction goals, general and administrative expense savings; (xiii) operating efficiency; (xiv) objective measures of
customer/client satisfaction; (xv) working capital targets; (xvi) measures of economic value added or other 'value creation' metrics; (xvii) enterprise value;
(xviii) sales; (xix) stockholder return; (xx) customer/client retention; (xxi) competitive market metrics; (xxii) employee retention; (xxiii) objective
measures of personal targets, goals or completion of projects (including but not limited to succession and hiring projects, completion of specific acquisitions, dispositions, reorganizations or other
corporate transactions or capital-raising transactions, expansions of specific business operations and meeting divisional or project budgets); (xxiv) comparisons of continuing operations to
other operations; (xxv) market share; (xxvi) cost of capital, debt leverage year-end cash position or book value; (xxvii) strategic objectives; or (xxviii) any combination
of the foregoing. Any one or more of the Performance Criteria may be stated as a percentage of another Performance Criteria, or used on an absolute or relative basis to measure the performance of the
Company and/or one or more Affiliates as a whole or any divisions or operational and/or business units, product lines, brands, business segments, administrative departments of the Company and/or one
or more Affiliates or any combination thereof, as the Committee may deem appropriate, or any of the above Performance Criteria may be compared to the performance of a selected group of comparison
companies, or a published or special index that the Committee, in its sole discretion, deems appropriate, or as compared to various stock market indices. The Committee also has the authority to
provide for accelerated vesting of any Award based on the achievement of Performance Goals pursuant to the Performance Criteria specified in this paragraph. To the extent required under
Section 162(m) of the Code, the Committee shall, within the first 90 days of a Performance Period (or, within any other maximum period allowed under Section 162(m) of the Code),
define in an objective fashion the manner of calculating the Performance Criteria it selects to use for such Performance Period. 



        (d)    Modification of Performance Goal(s).    In the event that applicable tax and/or securities laws change to
permit Committee discretion to alter the governing Performance Criteria without obtaining stockholder approval of such alterations, the Committee shall have sole discretion to make such alterations
without obtaining stockholder approval. Unless otherwise determined by the Committee at the time a Performance Compensation Award is granted, the Committee shall, during the first 90 days of a
Performance Period (or, within any other maximum period allowed under Section 162(m) of the Code), or at any time thereafter to the extent the exercise of such authority at such time would not
cause the Performance Compensation Awards granted to any Participant for such Performance Period to fail to qualify as "performance-based compensation" under Section 162(m) of the Code, specify
adjustments or modifications to be made to the calculation of a Performance Goal for such Performance Period, based on and in order to appropriately reflect the following events: (i) asset
write-downs; (ii) litigation or claim judgments or settlements; (iii) the effect of changes in tax laws, accounting principles, or other laws or regulatory rules affecting reported
results; (iv) any reorganization and restructuring programs; (v) acquisitions or divestitures; (vi) any other specific, unusual or nonrecurring events, or objectively determinable
category thereof; (vii) foreign exchange gains and losses; (viii) discontinued operations and nonrecurring charges; and (ix) a change in the Company's fiscal year. 



15







 

        (e)    Payment of Performance Compensation Awards.    



        (i)    Condition to Receipt of Payment.    Unless otherwise provided in the applicable Award Agreement, a Participant
must be employed by the Company on the last day of a Performance Period to be eligible for payment in respect of a Performance Compensation Award for such Performance Period. 


        (ii)    Limitation.    Unless otherwise provided in the applicable Award Agreement, a Participant shall be eligible to
receive payment in respect of a Performance Compensation Award only to the extent that: (A) the Performance Goals for such period are achieved; and (B) all or some portion of such
Participant's Performance Compensation Award has been earned for the Performance Period based on the application of the Performance Formula to such achieved Performance Goals. 


        (iii)    Certification.    Following the completion of a Performance Period, the Committee shall review and certify in
writing whether, and to what extent, the Performance Goals for the Performance Period have been achieved and, if so, calculate and certify in writing that amount of the Performance Compensation Awards
earned for the period based upon the Performance Formula. The Committee shall then determine the amount of each Participant's Performance Compensation Award actually payable for the Performance Period
and, in so doing, may apply Negative Discretion. 


        (iv)    Use of Negative Discretion.    In determining the actual amount of an individual Participant's Performance
Compensation Award for a Performance Period, if such Performance Compensation Award is an Other Cash-Based Award, the Committee may reduce or eliminate the amount of such Performance Compensation
Award earned under the Performance Formula in the Performance Period through the use of Negative Discretion. Unless otherwise provided in the applicable Award Agreement, the Committee shall not have
the discretion to: (A) grant or provide payment in respect of Performance Compensation Awards for a Performance Period if the Performance Goals for such Performance Period have not been
attained; or (B) increase a Performance Compensation Award above the applicable limitations set forth in Section 5 of the Plan. 




        (f)    Timing of Award Payments.    Unless otherwise provided in the applicable Award Agreement, Performance
Compensation Awards granted for a Performance Period shall be paid to Participants as soon as administratively practicable following completion of the certifications required by this
Section 11. Any Performance Compensation Award that has been deferred shall not (between the date as of which the Award is deferred and the payment date) increase (i) with respect to a
Performance Compensation Award that is payable in cash, by a measuring factor for each fiscal year greater than a reasonable rate of interest set by the Committee or (ii) with respect to a
Performance Compensation Award that is payable in shares of Common Stock, by an amount greater than the appreciation of a share of Common Stock from the date such Award is deferred to the payment
date. Any Performance Compensation Award that is deferred and is otherwise payable in shares of Common Stock shall be credited (during the period between the date as of which the Award is deferred and
the payment date) with dividend equivalents (in a manner consistent with the methodology set forth in the last sentence of Section 9(d)(ii) of the Plan). 




        12.    Changes in Capital Structure and Similar Events.    Notwithstanding any other provision in this Plan to the
contrary, the following provisions shall apply to all Awards granted hereunder (other than Other Cash-Based Awards): 



        (a)    General.    In the event of (i) any dividend (other than regular cash dividends) or other distribution
(whether in the form of cash, shares of Common Stock, other securities or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, 



16







 

split-up,
split-off, spin-off, combination, repurchase or exchange of shares of Common Stock or other securities of the Company, issuance of warrants or other rights to acquire shares of Common Stock
or other securities of the Company, or other similar corporate transaction or event (including, without
limitation, a Change in Control) that affects the shares of Common Stock or (ii) unusual or nonrecurring events affecting the Company, any Affiliate, including changes in applicable rules,
rulings, regulations or other requirements that the Committee determines, in its sole discretion, could result in substantial dilution or enlargement of the rights intended to be granted to, or
available for, Participants, the Committee shall make such proportionate substitution or adjustment, if any, as it deems equitable, to any or all of: (A) the Absolute Share Limit, or any other limit
applicable under the Plan with respect to the number of Awards which may be granted hereunder; (B) the number of shares of Common Stock or other securities of the Company (or number and kind of
other securities or other property) which may be issued in respect of Awards or with respect to which Awards may be granted under the Plan (including, without limitation, adjusting any or all of the
limitations under Section 5 of the Plan); and (C) the terms of any outstanding Award, including, without limitation, (1) the number of shares of Common Stock or other securities
of the Company (or number and kind of other securities or other property) subject to outstanding Awards or to which outstanding Awards relate; (2) the Exercise Price or Strike Price with
respect to any Award; or (3) any applicable performance measures (including, without limitation, Performance Criteria and Performance Goals); provided,
however, that in the case of any "equity restructuring" (within the meaning of the Financial Accounting Standards Board Accounting Standards Codification Topic 718 (or any
successor pronouncement thereto)), the Committee shall make an equitable or proportionate adjustment to outstanding Awards to reflect such equity restructuring. Any adjustment under this
Section 12 shall be conclusive and binding for all purposes. 


        (b)    Change in Control.    Without limiting the foregoing, except as may otherwise be provided in an Award
Agreement, in connection with any Change in Control, the Committee may, in its sole discretion, provide for any one or more of the following: 



          (i)  substitution
or assumption of Awards, or to the extent that the surviving entity (or Affiliate thereof) of such Change in Control is unwilling to permit the
substitution or assumption of the Awards, full acceleration of vesting of any time-vested Awards, and acceleration of any performance-vested awards (including Performance Compensation Awards) based on
actual performance through the date of such Change in Control, or in lieu of such acceleration for Awards subject to exercise, establishment of a period of time (which shall not be required to be more
than ten (10) days) for Participants to exercise any such outstanding Awards prior to the occurrence of the Change in Control (and any such Award not so exercised shall terminate upon the
occurrence of the Change in Control); 


         (ii)  cancellation
of any one or more outstanding Awards and payment to the holders of such Awards that are vested as of such cancellation (including, without limitation, any
Awards that would vest as a result of the occurrence of such event but for such cancellation or for which vesting is accelerated by the Committee in connection with such event) the value of such
Awards, if any, as determined by the Committee (which value, if applicable, may be based upon the price per share of Common Stock received or to be received by other stockholders of the Company in
such event), including, without limitation, in the case of an outstanding Option or SAR, a cash payment in an amount equal to the excess, if any, of the Fair Market Value (as of a date specified by
the Committee) of the shares of Common Stock subject to such Option or SAR over the aggregate Exercise Price or Strike Price of such Option or SAR, respectively (it being understood that, in such
event, any Option or SAR having a per share Exercise Price or Strike Price equal to, or in excess of, the Fair Market 




17







 


Value
of a share of Common Stock subject thereto may be canceled and terminated without any payment or consideration therefor); and 


        (iii)  subject
to any limitations or reductions as may be necessary to comply with Section 409A of the Code, conversion or replacement of any Award that is not vested
as of the occurrence of such event into or with the right to receive a payment, based on the value of the Award (as determined consistent with clause (ii) above), which is subject to continued
vesting on the same basis as the vesting requirements applicable to such converted or replaced Award. 




Payments
to holders pursuant to clause (ii) above shall be made in cash or, in the sole discretion of the Committee, in the form of such other consideration necessary for a Participant to
receive property, cash, or securities (or combination thereof) as such Participant would have been entitled to receive upon the occurrence of the transaction if the Participant had been, immediately
prior to such transaction, the holder of the number of shares of Common Stock covered by the Award at such time (less any applicable Exercise Price or Strike Price). 



        (c)    Other Requirements.    Any adjustment in Incentive Stock Options under this Section 12 (other than any
cancellation of Incentive Stock Options) shall be made only to the extent not constituting a "modification" within the meaning of Section 424(h)(3) of the Code, and any adjustments under this
Section 12 shall be made in a manner which does not adversely affect the exemption provided pursuant to Rule 16b-3 under the Exchange Act. Any such adjustment shall be conclusive and
binding for all purposes. Prior to any payment or adjustment contemplated under this Section 12, the Committee may require a Participant to (i) represent and warrant as to the
unencumbered title to his Awards; (ii) bear such Participant's pro rata share of any post-closing indemnity obligations, and be subject to the same post-closing purchase price adjustments,
escrow terms, offset rights, holdback terms, and similar conditions as the other holders of Common Stock, subject to any limitations or reductions as may be necessary to comply with
Section 409A of the Code; and (iii) deliver customary transfer documentation as reasonably determined by the Committee. 


        (d)    Fractional Shares.    Any adjustment provided under this Section 12 may provide for the elimination of
any fractional share that might otherwise become subject to an Award. 




        13.    Amendments and Termination.    



        (a)    Amendment and Termination of the Plan.    The Board may amend, alter, suspend, discontinue, or terminate the
Plan or any portion thereof at any time; provided, that no such amendment, alteration, suspension, discontinuation or termination shall be made without
stockholder approval if: (i) such approval is necessary to comply with any regulatory requirement applicable to the Plan (including, without limitation, as necessary to comply with any rules or
regulations of any securities exchange or inter-dealer quotation system on which the securities of the Company may be listed or quoted) or for changes in GAAP to new accounting standards;
(ii) it would materially increase the number of securities which may be issued under the Plan (except for increases pursuant to Section 5 or 12 of the Plan) or (iii) it would
materially modify the requirements for participation in the Plan; provided, further, that any such amendment, alteration, suspension, discontinuance or
termination that would materially and adversely affect the rights of any Participant or any holder or beneficiary of any Award theretofore granted shall not to that extent be effective without the
consent of the affected Participant, holder or beneficiary. Notwithstanding the foregoing, no amendment shall be made to the last proviso of Section 13(b) of the Plan without stockholder
approval. 



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        (b)    Amendment of Award Agreements.    The Committee may, to the extent consistent with the terms of any applicable
Award Agreement, waive any conditions or rights under, amend any terms of, or alter, suspend, discontinue, cancel or terminate, any Award theretofore granted or the associated Award Agreement,
prospectively or retroactively (including after a Participant's Termination); provided that, other than pursuant to Section 12, any such waiver,
amendment, alteration, suspension, discontinuance, cancellation or termination that would materially and adversely affect the rights of any Participant with respect to any Award theretofore granted
shall not to that extent be effective without the consent of the affected Participant; provided, further, that without stockholder approval, except as
otherwise permitted under Section 12 of the Plan, (i) no amendment or modification may reduce the Exercise Price of any Option or the Strike Price of any SAR; (ii) the Committee
may not cancel any outstanding Option or SAR and replace it with a new Option or SAR (with a lower Exercise Price or Strike Price, as the case may be) or other Award or cash payment that is greater
than the intrinsic value (if any) of the cancelled Option or SAR and (iii) the Committee may not take any other action which is considered a "repricing" for purposes of the stockholder approval
rules of any securities exchange or inter-dealer quotation system on which the securities of the Company are listed or quoted. 




        14.    General.    



        (a)    Award Agreements.    Each Award under the Plan (other than an Other Cash-Based Award) shall be evidenced by an
Award Agreement, which shall be delivered to the Participant and shall specify the terms and conditions of the Award and any rules applicable thereto, including, without limitation, the effect on such
Award of the death, Disability or Termination of a Participant, or of such other events as may be determined by the Committee. For purposes of the Plan, an Award Agreement may be in any such form
(written or electronic) as determined by the Committee (including, without limitation, a Board or Committee resolution, an employment agreement, a notice, a certificate or a letter) evidencing the
Award. The Committee need not require an Award Agreement to be signed by the Participant or a duly authorized representative of the Company. 



        (b)    Nontransferability.    (i) Each Award shall be exercisable only by a Participant during the Participant's
lifetime, or, if permissible under applicable law, by the Participant's legal guardian or representative. No Award may be assigned, alienated, pledged, attached, sold or otherwise transferred or
encumbered by a Participant (including, without limitation, except as may be prohibited by applicable law, pursuant to a domestic relations order) other than by will or by the laws of descent and
distribution and any such purported assignment, alienation, pledge, attachment, sale, transfer or encumbrance shall be void and unenforceable against the Company or an Affiliate;  provided that the
designation of a beneficiary shall not constitute an assignment, alienation, pledge, attachment, sale, transfer or encumbrance.
 



         (ii)  Notwithstanding
the foregoing, the Committee may, in its sole discretion, permit Awards (other than Incentive Stock Options) to be transferred by a Participant, without
consideration, subject to such rules as the Committee may adopt consistent with any applicable Award Agreement to preserve the purposes of the Plan, to: (A) any person who is a "family member"
of the Participant, as such term is used in the instructions to Form S-8 under the Securities Act or any successor form of registration statement promulgated by the Securities and Exchange
Commission (collectively, the "Immediate Family Members"); (B) a trust solely for the benefit of the Participant and his or her Immediate Family
Members; (C) a partnership or limited liability company whose only partners or stockholders are the Participant and his or her Immediate Family Members; or (D) a beneficiary to whom
donations are eligible to be treated as "charitable contributions" for federal income tax purposes; 




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(each
transferee described in clauses (A), (B), (C) and (D) above is hereinafter referred to as a "Permitted Transferee");  provided that the
Participant gives the Committee advance written notice describing the terms and conditions of the proposed transfer and the Committee
notifies the Participant in writing that such a transfer would comply with the requirements of the Plan. 


        (iii)  The
terms of any Award transferred in accordance with the immediately preceding sentence shall apply to the Permitted Transferee and any reference in the Plan, or in
any applicable Award Agreement, to a Participant shall be deemed to refer to the Permitted Transferee, except that: (A) Permitted Transferees shall not be entitled to transfer any Award, other
than by will or the laws of descent and distribution; (B) Permitted Transferees shall not be entitled to exercise any transferred Option unless there shall be in effect a registration statement
on an appropriate form covering the shares of Common Stock to be acquired pursuant to the exercise of such Option if the Committee determines, consistent with any applicable Award Agreement, that such
a registration statement is necessary or appropriate; (C) the Committee or the Company shall not be required to provide any notice to a Permitted Transferee, whether or not such notice is or
would otherwise have been required to be given to the Participant under the Plan or otherwise; and (D) the consequences of the Termination of the Participant under the terms of the Plan and the
applicable Award Agreement shall continue to be applied with respect to the Participant, including, without limitation, that an Option
shall be exercisable by the Permitted Transferee only to the extent, and for the periods, specified in the Plan and the applicable Award Agreement. 




        (c)    Dividends and Dividend Equivalents.    The Committee in its sole discretion may provide a Participant as part
of an Award with dividends, dividend equivalents, or similar payments in respect of Awards, payable in cash, shares of Common Stock, other securities, other Awards or other property, on a current or
deferred basis, on such terms and conditions as may be determined by the Committee in its sole discretion, including, without limitation, payment directly to the Participant, withholding of such
amounts by the Company subject to vesting of the Award or reinvestment in additional shares of Common Stock, Restricted Stock or other Awards; provided,
that no dividends, dividend equivalents or other similar payments shall be payable in respect of outstanding (i) Options or SARs; or (ii) unearned Performance Compensation Awards or
other unearned Awards subject to performance conditions (other than or in addition to the passage of time) (although dividends, dividend equivalents or other similar payments may be accumulated in
respect of unearned Awards and paid within 15 days after such Awards are earned and become payable or distributable). 


        (d)    Tax Withholding.    



          (i)  A
Participant shall be required to pay an amount in cash (by check or wire transfer) to the Company or one or more of its Subsidiaries, as applicable, or the Company
and any of its Subsidiaries shall have the right and is hereby authorized to withhold from any compensation or other amounts owing to a Participant, the amount of any income, employment and/or other
applicable taxes that are required to be withheld in respect of an Award, its exercise, vesting or settlement, or any payment or transfer under an Award or under the Plan and the Company and any of
its Subsidiaries shall have the right to take such other actions as may be necessary in the opinion of the Committee or its designee to satisfy all obligations for the payment of such required
withholding. 


         (ii)  Without
limiting the generality of clause (i) above, to the extent that the required withholding contemplated in clause (i) above is to be made in a form
other than in cash or cash equivalents, the Committee may (but is not obligated to), in its sole discretion, permit or require a Participant to satisfy, in whole or in part, the foregoing withholding
liability by 




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(A) the
delivery of shares of Common Stock (which are not subject to any pledge or other security interest) that have been held by the Participant for at least six (6) months (or such
other period as
established from time to time by the Committee in order to avoid adverse accounting treatment under applicable accounting standards) having a Fair Market Value equal to such withholding liability or
(B) having the Company withhold from the number of shares of Common Stock otherwise issuable or deliverable pursuant to the exercise or settlement of the Award a number of shares with a Fair
Market Value equal to such withholding liability. 


        (iii)  The
Committee, in consideration of applicable accounting standards, has full discretion to allow Participants to elect to have the Company withhold shares of Common
Stock for taxes at an amount greater than the applicable minimum required statutory withholding liability (but in no event in excess of the maximum statutory withholding requirements in a
Participant's relevant tax jurisdictions). 




        (e)    No Claim to Awards; No Rights to Continued Employment; Waiver.    No employee of the Company or any Affiliate,
or other person, shall have any claim or right to be granted an Award under the Plan or, having been selected for the grant of an Award, to be selected for a grant of any other Award. There is no
obligation for uniformity of treatment of Participants or holders or beneficiaries of Awards. The terms and conditions of Awards and the Committee's determinations and interpretations with respect
thereto need not be the same with respect to each Participant and may be made selectively among Participants, whether or not such Participants are similarly situated. Neither the Plan nor any action
taken hereunder shall be construed as giving any Participant any right to be retained in the employ or service of the Company or any Affiliate, nor shall it be construed as giving any Participant any
rights to continued service on the Board. The Company or any of its Affiliates may at any time dismiss a Participant from employment or discontinue any consulting relationship, free from any liability
or any claim under the Plan, unless otherwise expressly provided in the Plan or any Award Agreement. By accepting an Award under the Plan, a Participant shall thereby be deemed to have waived any
claim to continued exercise or vesting of an Award or to damages or severance entitlement related to non-continuation of the Award beyond the period provided under the Plan or any Award Agreement,
except to the extent of any provision to the contrary in any written employment contract or other agreement between the Company and its Affiliates and the Participant, whether any such agreement is
executed before, on or after the Date of Grant. 


        (f)    International Participants.    With respect to Participants who reside or work outside of the United States of
America and who are not (and who are not expected to be) "covered employees" within the meaning of Section 162(m) of the Code, the Committee may, in its sole discretion, amend the terms of the
Plan and create or amend Sub-Plans or amend outstanding Awards with respect to such Participants in order to conform such terms with the requirements of local law or to obtain more favorable tax or
other treatment for a Participant, the Company or its Affiliates. 


        (g)    Designation and Change of Beneficiary.    Each Participant may file with the Committee a written designation of
one or more persons as the beneficiary(ies) who shall be entitled to receive the amounts payable with respect to an Award, if any, due under the Plan upon his or her death. A Participant may, from
time to time, revoke or change his or her beneficiary designation without the consent of any prior beneficiary by filing a new designation with the Committee. The last such designation received by the
Committee shall be controlling; provided, however, that no designation, or change or revocation thereof, shall be effective unless received by the
Committee prior to the Participant's death, and in no event shall it be effective as of a date prior to such receipt. If no beneficiary designation is filed by a
Participant, the beneficiary shall be deemed to be his or her spouse or, if the Participant is unmarried at the time of death, his or her estate. 



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        (h)    Termination.    Except as otherwise provided in an Award Agreement, unless determined otherwise by the
Committee at any point following such event: (i) neither a temporary absence from employment or service due to illness, vacation or leave of absence (including, without limitation, a call to
active duty for military service through a Reserve or National Guard unit) nor a transfer from employment or service with one Service Recipient to employment or service with another Service Recipient
(or vice-versa) shall be considered a Termination; and (ii) if a Participant undergoes a Termination of employment, but such Participant continues to provide services to the Company and its
Affiliates in a non-employee capacity, such change in status shall not be considered a Termination for purposes of the Plan. Further, unless otherwise determined by the Committee, in the event that
any Service Recipient ceases to be an Affiliate of the Company (by reason of sale, divestiture, spin-off or other similar transaction), unless a Participant's employment or service is transferred to
another entity that would constitute a Service Recipient immediately following such transaction, such Participant shall be deemed to have suffered a Termination hereunder as of the date of the
consummation of such transaction. 


        (i)    No Rights as a Stockholder.    Except as otherwise specifically provided in the Plan or any Award Agreement, no
person shall be entitled to the privileges of ownership in respect of shares of Common Stock which are subject to Awards hereunder until such shares have been issued or delivered to such person. 


        (j)    Government and Other Regulations.    



          (i)  The
obligation of the Company to settle Awards in shares of Common Stock or other consideration shall be subject to all applicable laws, rules, and regulations, and to
such approvals by governmental agencies as may be required. Notwithstanding any terms or conditions of any Award to the contrary, the Company shall be under no obligation to offer to sell or to sell,
and shall be prohibited from offering to sell or selling, any shares of Common Stock pursuant to an Award unless such shares have been properly registered for sale pursuant to the Securities Act with
the Securities and Exchange Commission or unless the Company has received an opinion of counsel (if the Company has requested such an opinion), satisfactory to the Company, that such shares may be
offered or sold without such registration pursuant to an available exemption therefrom and the terms and conditions of such exemption have been fully complied with. The Company shall be under no
obligation to register for sale under the Securities Act any of the shares of Common Stock to be offered or sold under the Plan. The Committee shall have the authority to provide that all shares of
Common Stock or other securities of the Company or any Affiliate issued under the Plan shall be subject to such stop transfer orders and other restrictions as the Committee may deem advisable under
the Plan, the applicable Award Agreement, the Federal securities laws, or the rules, regulations and other requirements of the
Securities and Exchange Commission, any securities exchange or inter-dealer quotation system on which the securities of the Company are listed or quoted and any other applicable Federal, state, local
or non-U.S. laws, rules, regulations and other requirements, and, without limiting the generality of Section 9 of the Plan, the Committee may cause a legend or legends to be put on certificates
representing shares of Common Stock or other securities of the Company or any Affiliate issued under the Plan to make appropriate reference to such restrictions or may cause such Common Stock or other
securities of the Company or any Affiliate issued under the Plan in book-entry form to be held subject to the Company's instructions or subject to appropriate stop transfer orders. Notwithstanding any
provision in the Plan to the contrary, the Committee reserves the right to add any additional terms or provisions to any Award granted under the Plan that it in its sole discretion deems necessary or
advisable in order that such Award complies with the legal requirements of any governmental entity to whose jurisdiction the Award is subject. 




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         (ii)  The
Committee may cancel an Award or any portion thereof if it determines, in its sole discretion, that legal or contractual restrictions and/or blockage and/or other
market considerations would make the Company's acquisition of shares of Common Stock from the public markets, the Company's issuance of Common Stock to the Participant, the Participant's acquisition
of Common Stock from the Company and/or the Participant's sale of Common Stock to the public markets, illegal, impracticable or inadvisable. If the Committee determines to cancel all or any portion of
an Award in accordance with the foregoing, the Company shall, subject to any limitations or reductions as may be necessary to comply with Section 409A of the Code: (A) pay to the
Participant an amount equal to the excess of (I) the aggregate Fair Market Value of the shares of Common Stock subject to such Award or portion thereof canceled (determined as of the applicable
exercise date, or the date that the shares would have been vested or issued, as applicable), over (II) the aggregate Exercise Price or Strike Price (in the case of an Option or SAR,
respectively) or any amount payable as a condition of issuance of shares of Common Stock (in the case of any other Award). Such amount shall be delivered to the Participant as soon as practicable
following the cancellation of such Award or portion thereof; or (B) in the case of Restricted Stock, Restricted Stock Units or Other Equity-Based Awards, provide the Participant with a cash
payment or equity subject to deferred vesting and delivery consistent with the vesting restrictions applicable to such Restricted Stock, Restricted Stock Units or Other Equity-Based Awards, or the
underlying shares in respect thereof. 




        (k)    No Section 83(b) Elections Without Consent of Company.    No election under Section 83(b) of the
Code or under a similar provision of law may be made unless expressly permitted by the terms of the applicable Award Agreement or by action of the Committee in writing prior to the making of such
election. If a Participant, in connection with the acquisition of shares of Common Stock under the Plan or otherwise, is expressly permitted to make such election and the Participant makes the
election, the Participant shall notify the Company of such election within 10 days of filing notice of the election with the Internal Revenue Service or other governmental authority, in
addition to any filing and notification required pursuant to Section 83(b) of the Code or other applicable provision. 


        (l)    Payments to Persons Other Than Participants.    If the Committee shall find that any person to whom any amount
is payable under the Plan is unable to care for his or her affairs because of illness or accident, or is a minor, or has died, then any payment due to such person or his or her estate (unless a prior
claim therefor has been made by a duly appointed legal representative) may, if the Committee so directs the Company, be paid to his or her spouse, child, relative, an institution maintaining or having
custody of such person, or any other person deemed by the Committee to be a proper recipient on behalf of such person otherwise entitled to payment. Any such payment shall be a complete discharge of
the liability of the Committee and the Company therefor. 


        (m)    Nonexclusivity of the Plan.    Neither the adoption of this Plan by the Board nor the submission of this Plan
to the stockholders of the Company for approval shall be construed as creating any limitations on the power of the Board to adopt such other incentive arrangements as it may deem desirable, including,
without limitation, the granting of stock options otherwise than under this Plan, and such arrangements may be either applicable generally or only in specific cases. 



        (n)    No Trust or Fund Created.    Neither the Plan nor any Award shall create or be construed to create a trust or
separate fund of any kind or a fiduciary relationship between the Company or any Affiliate, on the one hand, and a Participant or other person or entity, on the other hand. No provision of the Plan or
any Award shall require the Company, for the purpose of satisfying any obligations under the Plan, to purchase assets or place any assets in a trust or other entity to which contributions are made or
otherwise to segregate any assets, nor shall the Company maintain 



23







 

separate
bank accounts, books, records or other evidence of the existence of a segregated or separately maintained or administered fund for such purposes. Participants shall have no rights under the
Plan other than as unsecured general creditors of the Company, except that insofar as they may have become entitled to payment of additional compensation by performance of services, they shall have
the same rights as other employees under general law. 



        (o)    Reliance on Reports.    Each member of the Committee and each member of the Board shall be fully justified in
acting or failing to act, as the case may be, and shall not be liable for having so acted or failed to act in good faith, in reliance upon any report made by the independent public accountant of the
Company and its Affiliates and/or any other information furnished in connection with the Plan by any agent of the Company or the Committee or the Board, other than himself. 


        (p)    Relationship to Other Benefits.    No payment under the Plan shall be taken into account in determining any
benefits under any pension, retirement, profit sharing, group insurance or other benefit plan of the Company except as otherwise specifically provided in such other plan or as required by applicable
law. 


        (q)    Governing Law.    The Plan shall be governed by and construed in accordance with the internal laws of the State
of Delaware applicable to contracts made and performed wholly within the State of Delaware, without giving effect to the conflict of laws provisions thereof. 


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


        (s)    Obligations Binding on Successors.    The obligations of the Company under the Plan shall be binding upon any
successor corporation or organization resulting from the merger, consolidation or other reorganization of the Company, or upon any successor corporation or organization succeeding to substantially all
of the assets and business of the Company. 


        (t)    409A of the Code.    



          (i)  Notwithstanding
any provision of the Plan to the contrary, it is intended that the provisions of this Plan comply with Section 409A of the Code, and all
provisions of this Plan shall be construed and interpreted in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A of the Code. Each Participant is
solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on or in respect of such Participant in connection with this Plan (including any taxes and penalties
under Section 409A of the Code), and neither the Company nor any Affiliate shall have any obligation to indemnify or otherwise hold such Participant (or any beneficiary) harmless from any or
all of such taxes or penalties. With respect to any Award that is considered "deferred compensation" subject to Section 409A of the Code, references in the Plan to "termination of employment"
(and substantially similar phrases) shall mean "separation from service" within the meaning of Section 409A of the Code. For purposes of Section 409A of the Code, each of the payments
that may be made in respect of any Award granted under the Plan is designated as separate payments. 



         (ii)  Notwithstanding
anything in the Plan to the contrary, if a Participant is a "specified employee" within the meaning of Section 409A(a)(2)(B)(i) of the Code, no
payments in 




24







 


respect
of any Awards that are "deferred compensation" subject to Section 409A of the Code and which would otherwise be payable upon the Participant's "separation from service" (as defined in
Section 409A of the Code) shall be made to such Participant prior to the date that is six months after the date of such Participant's "separation from service" or, if earlier, the Participant's
date of death. Following any applicable six month delay, all such delayed payments will be paid in a single lump sum on the earliest date permitted under Section 409A of the Code that is also a
business day. 


        (iii)  Unless
otherwise provided by the Committee in an Award Agreement or otherwise, in the event that the timing of payments in respect of any Award (that would otherwise
be considered "deferred compensation" subject to Section 409A of the Code) would be accelerated upon the occurrence of (A) a Change in Control, no such acceleration shall be permitted
unless the event giving rise to the Change in Control satisfies the definition of a change in the ownership or effective control of a corporation, or a change in the ownership of a substantial portion
of the assets of a corporation pursuant to Section 409A of the Code and any Treasury Regulations promulgated thereunder or (B) a Disability, no such acceleration shall be permitted
unless the Disability also satisfies the definition of "Disability" pursuant to Section 409A of the Code and any Treasury Regulations promulgated thereunder. 




        (u)    Clawback/Forfeiture.    Notwithstanding anything to the contrary contained herein, an Award Agreement may
provide that the Committee may in its sole discretion cancel such Award if the Participant has engaged in or engages in any Detrimental Activity. The Committee may also provide in an Award Agreement
that if the Participant otherwise has engaged in or engages in any Detrimental Activity, the Participant will forfeit any gain realized on the vesting or exercise of such Award, and must repay the
gain to the Company. The Committee may also provide in an Award Agreement that if the Participant receives any amount in excess of what the Participant should have received under the terms of the
Award for any reason (including, without limitation, by reason of a financial restatement, mistake in calculations or other administrative error), then the Participant shall be required to repay any
such excess amount to the Company. Without limiting the foregoing, all Awards shall be subject to reduction, cancellation, forfeiture or recoupment to the extent necessary to comply with applicable
law. 


        (v)    Expenses; Gender; Titles and Headings.    The expenses of administering the Plan shall be borne by the Company
and its Affiliates. Masculine pronouns and other words of masculine gender shall refer to both men and women. The titles and headings of the sections in the Plan are for convenience of reference only,
and in the event of any conflict, the text of the Plan, rather than such titles or headings, shall control. 



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QuickLinks



Exhibit 10.1


AMENDED AND RESTATED ADEPTUS HEALTH INC. 2014 OMNIBUS INCENTIVE PLAN