EX-4.3


 Exhibit 4.3 

THE AMENDED AND RESTATED 

1997 EQUITY PARTICIPATION PLAN 

OF 
 TEAM HEALTH HOLDINGS,
INC. 
 (f/k/a/ THE 1997 EQUITY PARTICIPATION PLAN OF INPATIENT CONSULTANTS MANAGEMENT, INC.) 

Team Health Holdings, Inc., a Delaware corporation, has adopted The Amended and Restated 1997 Equity Participation Plan (the
“Plan”), effective November 23, 2015, for the benefit of its eligible Employees, Consultants and directors. 
 The purposes
of this Plan are as follows: 
 (1) To provide an additional incentive for directors, key Employees and Consultants to further the growth,
development and financial success of the Company by personally benefiting through the ownership of Company stock and/or rights which recognize such growth, development and financial success. 

(2) To enable the Company to obtain and retain the services of directors, key Employees and Consultants considered essential to the long range
success of the Company by offering them an opportunity to own stock in the Company and/or rights which will reflect the growth, development and financial success of the Company. 

ARTICLE 1 
 DEFINITIONS

 1.1 General. Wherever the following terms are used in this Plan they shall have the meaning specified below, unless the
context clearly indicates otherwise. 
 1.2 Award Limit. “Award Limit” shall mean 4,543 shares of Common Stock. 

1.3 Board. “Board” shall mean the Board of Directors of the Company. 

1.4 Change in Control. “Change in Control” shall mean a change in ownership or control of the Company effected through either
of the following transactions: 
 (a) any person or related group of persons (other than the Company or a person that
directly or indirectly controls, is controlled by, or is under, common control with, the Company) directly or indirectly acquires beneficial ownership (within the meaning of Rule 13d3 under the Exchange Act) of securities possessing more than fifty
percent (50%) of the total combined voting power of the Company’s outstanding securities pursuant to a tender or exchange offer made directly to the Company’s shareholders which the Board does not recommend such shareholders to
accept; or 
 (b) there is a change in the composition of the Board over a period of
thirty-six (36) consecutive months (or less) such that a majority of the Board members (rounded up to the nearest whole number) ceases, by reason of one or more elections of Board members, to be comprised
of individuals who either (i) have been Board members continuously since the beginning of such period or (ii) have been elected or nominated for election as Board members during such period by at least a majority of the Board members
described in clause (i) who were still in office at the time such election or nomination was approved by the Board. 

  
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 1.5 Code. “Code” shall mean the Internal Revenue Code of 1986, as amended. 

1.6 Committee. “Committee” shall mean the Compensation Committee of the Board, or another committee, or a subcommittee of the
Board, appointed as provided in Section 8.1, or, if none, shall mean the Board. 
 1.7 Common Stock. “Common Stock”
shall mean the common stock of the Company and any equity security of the Company issued or authorized to be issued in the future, but excluding any preferred stock and any warrants, options or other rights to purchase Common Stock. Debt securities
of the Company convertible into Common Stock shall be deemed equity securities of the Company. 
 1.8 Company. “Company”
shall mean Team Health Holdings, Inc., a Delaware corporation, or its successor. 
 1.9 Consultant. “Consultant” shall mean
an independent contractor who provided or was providing services to IHS on or prior to the date immediately prior to the Merger Date. 

1.10 Corporate Transaction. “Corporate Transaction” shall mean any of the following
shareholder-approved transactions to which the Company is a party: 
 (a) a merger or
consolidation in which the Company is not the surviving entity, except for a transaction the principal purpose of which is to change the state in which the Company is incorporated, form a holding company or effect a similar reorganization as to form
whereupon this Plan and all Options are assumed by the successor entity; 
 (b) the sale, transfer, exchange or other
disposition of all or substantially all of the assets of the Company, in complete liquidation or dissolution of the Company in a transaction not covered by the exceptions to clause (a) above; or 

(c) any reverse merger in which the Company is the surviving entity but in which securities possessing more than fifty percent
(50%) of the total combined voting power of the Company’s outstanding securities are transferred to a person or persons different from those who held such securities immediately prior to such merger. 

1.11 Deferred Stock. “Deferred Stock” shall mean Common Stock awarded under Article VII of this Plan. 

1.12 Director. “Director” shall mean a member of the board of directors of IHS on or prior to date immediately prior to the
Merger Date. 
 1.13 Dividend Equivalent. “Dividend Equivalent” shall mean a right to receive the equivalent value (in cash
or Common Stock) of dividends paid on Common Stock, awarded under Article VII or this Plan. 
 1.14 Employee. “Employee”
shall mean any officer or other Employee (as defined in accordance with Section 3401(c) of the Code) of IHS, or of any corporation which is a subsidiary of IHS on or prior to the date immediately prior to the Merger Date. 

1.15 ERISA. “ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended. 

1.16 Exchange Act. “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended. 

1.17 Fair Market Value. “Fair Market Value” of a share of Common Stock as of a given date shall be (i) the closing price
of a share of Common Stock on the principal exchange on which shares of Common Stock are then trading, if any (or as reported on any composite index which includes such principal exchange), on 

  
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the trading day previous to such date, or if shares were not traded on the trading day previous to such date, then on the next preceding date on which a trade occurred, or (ii) if the Common
Stock is not traded on an exchange but is quoted on the New York Stock Exchange or a successor quotation system, the mean between the closing representative bid and asked prices for the Common Stock on the trading day previous to such date as
reported by the New York Stock Exchange or such successor quotation system; or (iii) if the Common Stock is not publicly traded on an exchange and not quoted on the New York Stock Exchange or a successor quotation system, the Fair Market Value
of a share of Common Stock as established by the Committee (or the Board, in the case of Options granted to Independent Directors) acting in good faith. 

1.18 Grantee. “Grantee” shall mean an Employee or Consultant granted a Performance Award, Dividend Equivalent, Stock Payment
Right or an award of Deferred Stock, under this Plan. 
 1.19 IHS. “IHS” shall mean Intrepid Healthcare Services, Inc.
(f/k/a IPC Healthcare, Inc.), a Delaware corporation. 
 1.20 Incentive Stock Option. “Incentive Stock Option” shall mean
an option which conforms to the applicable provisions of Section 422 of the Code and which is designated as an Incentive Stock Option by the Committee. 

1.21 Independent Director. “Independent Director” shall mean a member of the Board who is not an employee of the Company, or
who does not provide to the Company legal or investment banking services, directly or through an entity in which such person has an equity ownership or employment relationship. 

1.22 Merger Date. “Merger Date” shall mean the date upon which the transaction contemplated by the Agreement and Plan of
Merger, by and among Team Health Holdings, Inc., Intrepid Merger Sub, Inc., and IPC Healthcare, Inc., dated as of August 4, 2015, is consummated. 

1.23 Non-Qualified Stock Option. “Non-Qualified
Stock Option” shall mean an Option which is not designated as an Incentive Stock Option by the Committee. 
 1.24 Option.
“Option” shall mean a stock option granted under Article III of this Plan. An Option granted under this Plan shall, as determined by the Committee, be either a Non-Qualified Stock Option or an
Incentive Stock Option; provided, however, that Options granted to Independent Directors and Consultants shall be Non-Qualified Stock Options. 

1.25 Optionee. “Optionee” shall mean an Employee, Consultant or Director granted an Option under this Plan. 

1.26 Performance Award. “Performance Award” shall mean a cash bonus, stock bonus or other performance or incentive award that
is paid in cash, Common Stock or a combination of both, awarded under Article VII of this Plan. 
 1.27 Plan. “Plan” shall
mean the Amended and Restated Team Health Holdings, Inc. 1997 Equity Participation Plan. 
 1.28 QDRO. “QDRO” shall mean a
qualified domestic relations order as defined by the Code or Title I of ERISA or the rules thereunder. 
 1.29 Restricted Stock.
“Restricted Stock” shall mean Common Stock awarded under Article VI of this Plan. 
 1.30 Restricted Shareholder.
“Restricted Shareholder” shall mean an Employee, Director or Consultant granted an award of Restricted Stock under Article VI of this Plan. 

  
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 1.31 Rule 16b3. “Rule 16b3” shall mean that certain Rule 16b3 under the Exchange
Act, as such Rule may be amended from time to time. 
 1.32 Stock Payment. “Stock Payment” shall mean (i) a payment in
the form of shares of Common Stock, or (ii) an option or other right to purchase shares of Common Stock, as part of a deferred compensation arrangement, made in lieu of all or any portion of the compensation, including without limitation,
salary, bonuses and commissions, that would otherwise become payable to a key Employee, Director or Consultant in cash, awarded under Article VII of this Plan. 

1.33 Subsidiary. “Subsidiary” shall mean any corporation in an unbroken chain of corporations beginning with the Company if
each of the corporations other than the last corporation in the unbroken chain then owns stock possessing fifty percent (50%) or more of the total combined voting power of all classes of stock in one of the other corporations in such chain.

 1.34 Termination of Consultancy. “Termination of Consultancy” shall mean the time when the engagement of an Optionee,
Grantee or Restricted Shareholder as a Consultant to the Company or a Subsidiary is terminated for any reason, with or without cause, including but not by way of limitation, by resignation, discharge, death or retirement; but excluding terminations
where there is a simultaneous commencement of employment with the Company or any Subsidiary. The Committee, in its absolute discretion, shall determine the effect of all matters and questions relating to Termination of Consultancy, including, but
not by way of limitation, the question of whether a Termination of Consultancy resulted from a discharge for good cause, and all questions of whether particular leaves of absence constitute Terminations of Consultancy. Notwithstanding any other
provisions of this Plan, the Company or any Subsidiary has an absolute and unrestricted right to terminate a Consultant’s service at any time for any reason whatsoever, with or without cause, except to the extent expressly provided otherwise in
writing. 
 1.35 Termination of Directorship. “Termination of Directorship” shall mean the time when an Optionee who is a
Director ceases to be a Director for any reason, including, but not by way of limitation, a termination by resignation, failure to be elected, death or retirement. The Board, in its sole and absolute discretion, shall determine the effect of all
matters and questions relating to Termination of Directorship with respect to Directors. 
 1.36 Termination of Employment.
“Termination of Employment” shall mean the time when the employee-employer relationship between an Optionee, Grantee or Restricted Shareholder and the Company or any Subsidiary is terminated for any
reason, with or without cause, including, but not by way of limitation, a termination by resignation, discharge, death, disability or retirement; but excluding (i) terminations where there is a simultaneous reemployment or continuing employment
of an Optionee, Grantee or Restricted Shareholder by the Company or any Subsidiary, (ii) at the discretion of the Committee, terminations which result in a temporary severance of the employee-employer
relationship, and (iii) at the discretion of the Committee, terminations which are followed by the simultaneous establishment of a consulting relationship by the Company or a Subsidiary with the former Employee. The Committee shall reasonably
determine the effect of all matters and questions relating to Termination of Employment, excluding, but not by way of limitation, the question of whether a Termination of Employment resulted from a discharge for good cause, and all questions of
whether particular leaves of absence constitute Terminations of Employment; provided, however, that, with respect to Incentive Stock Options, a leave of absence, change in status from an Employee to an independent contractor or other change
in the Employee-employer relationship shall constitute a Termination of Employment if, and to the extent that, such leave of absence, change in status or other change interrupts employment for the purposes of
Section 422(a)(2) of the Code and the then applicable regulations and revenue rulings under said Section. Notwithstanding any other provision of this Plan, the Company or any Subsidiary has an absolute and unrestricted right to terminate an
Employee’s employment at any time for any reason whatsoever, with or without cause, except to the extent expressly provided otherwise in writing. 

  
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 ARTICLE II 

SHARE SUBJECT TO PLAN 

2.1 Shares Subject to Plan. 

(a) No more awards of any kind shall be granted under the Plan following the Merger Date. The 4,543 shares of stock subject to
Options that currently outstanding as of the Merger Date shall be the only awards subject to, and governed by the terms and conditions of, the Plan following the Merger Date. 

(b) The maximum number of shares which may be subject to options or granted under the Plan to any individual in any fiscal year
shall not exceed the Award Limit. To the extent required by Section 162(m) of the Code, shares subject to Options which are canceled continue to be counted against the Award Limit and if, after grant of an Option, the price of shares subject to
such Option is reduced, the transaction is treated as a cancellation of the Option and a grant of a new Option and both the Option deemed to be canceled and the Option deemed to be granted are counted against the Award Limit. 

2.2 Add-back of Options and Other Rights. If any Option, or other right to acquire shares of
Common Stock under any other award under this Plan, expires or is canceled without having been fully exercised, or is exercised in whole or in part for cash as permitted by this Plan, the number of shares subject to such Option or other right but as
to which such Option or other right was not exercised prior to its expiration, cancellation or exercise again may be optioned, granted or awarded hereunder, subject to the limitations of Section 2.1. Furthermore, any share subject to
Options or other awards which are adjusted pursuant to Section 9.3 and become exercisable with respect to shares of stock of another corporation shall be considered canceled and again may be optioned, granted or awarded hereunder,
subject to the limitations of Section 2.1. Shares of Common Stock which are delivered by the Optionee or Grantee or withheld by the Company upon the exercise of any Option or other award under this Plan, in payment of the exercise price
thereof, again may be optioned, granted or awarded hereunder, subject to the limitations of Section 2.1. Notwithstanding the provisions of this Section 2.2, no shares of Common Stock again may be optioned, granted or awarded
if such action would cause an Incentive Stock Option to fail to qualify as an incentive stock option under Section 422 of the Code. 

ARTICLE III 
 GRANTING
OF OPTIONS 
 3.1 Eligibility. Any Employee, Director or Consultant selected by the Committee pursuant to Section 3.4(a)(i)
shall be eligible to be granted an Option. 
 3.2 Disqualification for Stock Ownership. No person may be granted an Incentive Stock
Option under this Plan if such person, at the time the Incentive Stock Option is granted, owns stock possessing more than ten percent (10%) of the total combined voting power of all classes of stock of the Company or any then existing
Subsidiary or parent corporation (within the meaning of Section 422 of the Code) unless such Incentive Stock Option conforms to the applicable provisions of Section 422 of the Code. 

3.3 Qualifications of Incentive Stock Options. No Incentive Stock Option shall be granted unless such Option, when granted, qualifies
as an “incentive stock option” under Section 422 of the Code. No Incentive Stock Option shall be granted to any person who is not an Employee. 

  
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 3.4 Granting of Options. 

(a) The Committee shall from time to time, in its absolute discretion, and subject to all applicable limitations of this Plan:

 (i) Determine which Employees are key Employees and select from among the key Employees, Directors or Consultants
(including Employees or Consultants who have previously received Options or other awards under this Plan) such of them as in its opinion should be granted Options; 

(ii) Subject to the Award Limit, determine the number of shares to be subject to such Options granted to the selected key
Employees, Directors or Consultants; 
 (iii) Determine whether such Options are to be Incentive Stock Options or Non-Qualified Stock Options and whether such Options are to qualify as performance-based compensation as described in Section 162(m)(4)(C) of the Code; and 

(iv) Determine the terms and conditions of such Options, consistent with this Plan; provided, however, that the terms
and conditions of Options intended to qualify as performance-based compensation as described in Section 162(m)(4)(C) of the Code shall include, but not be limited to, such terms and conditions as may be
necessary to meet the applicable provisions of Section 162(m) of the Code. 
 (b) Upon the selection of a key Employee,
Director or Consultant to be granted an Option, the Committee shall instruct the Secretary of the Company to issue the Option and may impose such conditions on the grant of the Option as it deems appropriate. Without limiting the generality of the
preceding sentence, the Committee, in its discretion and on such terms as it deems appropriate, may require as a condition on the grant of an Option to an Employee, Director or Consultant that the Employee or Consultant surrender for cancellation
some or all of the unexercised Options, awards of Restricted Stock or Deferred Stock, Performance Awards, Dividend Equivalents or Stock Payments or other rights which have been previously granted to him or her under this Plan or otherwise. An
Option, the grant of which is conditioned upon such surrender, may have an option price lower (or higher) than the exercise price of such surrendered Option or other award, may cover the same (or a lesser or greater) number of shares as such
surrendered Option or other award, may contain such other terms as the Committee deems appropriate, and shall be exercisable in accordance with its terms, without regard to the number of shares, price, exercise period or any other term or condition
of such surrendered Option or other award. 
 (c) Any Incentive Stock Option granted under this Plan may be modified by the
Committee to disqualify such option from treatment as an “incentive stock plan” under Section 422 of the Code. 
 ARTICLE
IV 
 TERMS OF OPTIONS 

4.1 Option Agreement. Each Option shall be evidenced by a written Stock Option Agreement, which shall be executed by the Optionee and
an authorized officer of the Company and which shall contain such terms and conditions as the Committee (or the Board, in the case of Options granted to Independent Directors) shall determine, consistent with this Plan. Stock Option Agreements
evidencing Options intended to qualify as performance-based compensation as described in Section 162(m)(4)(C) of the Code shall contain such terms and conditions as may be necessary to meet the applicable
provisions of Section 162(m) of the Code. Stock Option Agreements evidencing Incentive Stock Options shall contain such terms and conditions as may be necessary to meet the applicable provisions of Section 422 of the Code. 

  
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 4.2 Option Price. The price per share of the shares subject to each Option shall be set by
the Committee; provided, however, that such price shall be no less than the par value of a share of Common Stock, unless otherwise permitted by applicable state law, and (i) in the case of Incentive Stock Options and Options intended to
qualify as performance-based compensation as described in Section 162(m)(4)(C) of the Code, such price shall not be less than 100% of the Fair Market Value of a share of Common Stock on the date the
option is granted; (ii) in the case of Incentive Stock Options granted to an individual then owning (within the meaning of Section 424(d) of the Code) more than 10% of the total combined voting power of all classes of stock of the Company
or any Subsidiary or parent corporation thereof (within the meaning of Section 422 of the Code) such price shall not be less than 110% of the Fair Market Value of a share of Common Stock on the date the Option is granted; and (iii) in the
case of Options granted to Independent Directors, such price shall equal 100% of the Fair Market Value of a share of Common Stock on the date the Option is granted. 

4.3 Option Term. The term of an Option shall be set by the Committee in its discretion; provided, however, that (i) in the
case of Options granted to Independent Directors, the term shall be ten (10) years from the date the Option is granted, without variation or acceleration hereunder, but subject to Section 5.6, and (ii) in the case of Incentive
Stock Options, the term shall not be more than ten (10) years from the date the Incentive Stock Option is granted, or five (5) years from such date if the Incentive Stock Option is granted to an individual owning (within the meaning of
Section 424(d) of the Code) more than 10% of the total combined voting power of all classes of Stock of the Company or any Subsidiary or parent corporation thereof (within the meaning of Section 422 of the Code). Except as limited by
requirements of Section 422 of the Code and regulations and rulings thereunder applicable to Incentive Stock Options, the Committee may extend the term of any outstanding Option in connection with any Termination of Employment or Termination of
Consultancy of the Optionee, or amend any other term or condition of such Option relating to such a termination. 
 4.4 Option
Vesting. 
 (a) The period during which the right to exercise an Option in whole or in part vests in the Optionee shall
be set by the Committee and the Committee may determine that an Option may not be exercised in whole or in part for a specified period after it is granted; provided, however, that, unless the Committee otherwise provides in the terms of the
Option or otherwise, no Option shall be exercisable by any Optionee who is then subject to Section 16 of the Exchange Act within the period ending six months and one day after the date the Option is granted. At any time after grant of an
Option, the Committee, in its sole and absolute discretion and subject to whatever terms and conditions it selects, may accelerate the period during which an Option (except an Option granted to Independent Directors, unless in accordance with
Section 9.3) vests. 
 (b) No portion of an Option which is unexercisable at Termination of Employment,
Termination of Directorship or Termination of Consultancy, as applicable, shall thereafter become exercisable, except as may be otherwise provided by the Committee in the case of Options granted to Employees, Directors or Consultants either in the
Stock Option Agreement or by action of the Committee following the grant of the Option. 
 (c) To the extent that the
aggregate Fair Market Value of stock with respect to which “incentive stock options” (within the meaning of Section 422 of the Code, but without regard to Section 422(d) of the Code) are exercisable for the first time by an
Optionee during any calendar year (under the Plan and all other incentive stock option plans of the Company and any Subsidiary) exceeds $100,000 such Options shall be treated as Non-Qualified Options to the
extent required by Section 422 of the Code. The rule set forth in the preceding sentence shall be applied by taking Options into account in the order in which they were granted. For purposes of this Section 4.4(c), the Fair Market
Value of stock shall be determined as of the time the Option with respect to such stock is granted. 

  
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 4.5 Consideration. In consideration of the granting of an Option, the Optionee shall
agree, in the written Stock Option Agreement, to remain in the employ of (or to consult for or to serve as a Director of, if applicable) the Company or any Subsidiary for a period of at least one year (or such shorter period as may be fixed in the
Stock Option Agreement or by action of Committee following grant of the Option) after the Option is granted (or until the next annual meeting of shareholders of the Company, in the case of an Independent Director). Nothing in this Plan or in any
Stock Option Agreement hereunder shall confer upon any Optionee any right to continue in the employ of, or as a Consultant for, the Company or any Subsidiary, or as a director of the Company, or shall interfere with or restrict in any way the rights
of the Company and any Subsidiary, which are hereby expressly reserved, to discharge any Optionee at any time for any reason whatsoever, with or without good cause. 

ARTICLE V 
 EXERCISE OF
OPTIONS 
 5.1 Partial Exercise. An exercisable Option may be exercised in whole or in part. However, an Option shall not be
exercisable with respect to fractional shares and the Committee (or the Board, in the case of Options granted to Directors) may require that, by the terms of the Option, a partial exercise be with respect to a minimum number of shares. 

5.2 Manner of Exercise. All or a portion of an exercisable Option shall be deemed exercised upon delivery of all of the following to
the Secretary of the Company or his office: 
 (a) A written notice complying with the applicable rules established by the
Committee (or the Board, in the case of Options granted to Independent Directors) stating that the Option, or a portion thereof, is exercised. The notice shall be signed by the Optionee or other person then entitled to exercise the Option or such
portion; 
 (b) Such representations and documents as the Committee (or the Board, in the case of Options granted to
Independent Directors), in its absolute discretion, deems necessary or advisable to effect compliance with all applicable provisions of the Securities Act of 1933, as amended, and any other federal or state securities laws or regulations. The
Committee or Board, in its absolute discretion, also may take whatever additional actions it deems appropriate to effect such compliance including, without limitation, placing legends on share certificates and issuing
stop-transfer notices to agents and registrars; 
 (c) In the event that the Option
shall be exercised pursuant to Section 9.1 by any person or persons other than the Optionee, appropriate proof of the right of such person or persons to exercise the Option; and 

(d) Full cash payment to the Secretary of the Company for the shares with respect to which the Option, or portion thereof, is
exercised. However, the Committee (or the Board, in the case of Options granted to Independent Directors), in its discretion may (i) allow a delay in payment up to thirty (30) days from the date the Option, or portion thereof, is
exercised; (ii) allow payment, in whole or in part, through the delivery of shares of Common Stock owned by the Optionee, duly endorsed for the price of the Option or exercised portion thereof; (iii) allow payment, in whole or in part,
through the surrender of shares of Common Stock then issuable upon exercise of the Option having a Fair Market Value on the date of Option exercise equal to the aggregate exercise price of the Option or exercised portion thereof; (iv) allow
payment, in whole or in part, through the delivery of property of any kind which constitutes good and valuable consideration; (v) allow payment, in whole or in part, through the delivery of a full recourse promissory note bearing interest (at
no less than such rate as shall then preclude the imputation of interest under the Code) and payable upon such 

  
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terms as may be prescribed by the Committee or the Board; (vi) allow payment, in whole or in part, through the delivery of a notice that the Optionee has placed a market sell order with a
broker with respect to shares of Common Stock then issuable upon exercise of the Option, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the Option exercise price;
or (vii) allow payment through any combination of the consideration provided in the foregoing clauses (ii), (iii), (iv), (v) and (vi). In the case of a promissory note, the Committee (or the Board, in the case of Options granted to
Independent Directors) also may prescribe the form of such note and the security to be given for such note. The Option may not be exercised, however, by delivery of a promissory note or by a loan from the Company when or where such loan or other
extension of credit is prohibited by law. 
 5.3 Conditions to the Issuance of Stock Certificates. The Company shall not be required
to issue or deliver any certificate or certificates for shares of stock purchased upon the exercise of any Option or portion thereof prior to fulfillment of all of the following conditions: 

(a) The admission of such shares to listing on all stock exchanges on which such class of stock is then listed; 

(b) The completion of any registration or other qualifications of such shares under any state or federal law, or under the
rulings or regulations of the Securities and Exchange Commission or any other governmental regulatory body which the Committee or Board, in its absolute discretion, shall deem necessary or advisable; 

(c) The obtaining of any approval or other clearance from any state or federal governmental agency which the Committee (or the
Board, in the case of Options granted to Independent Directors), in its absolute discretion, shall determine to be necessary or advisable; 

(d) The lapse of such reasonable period of time following the exercise of the Option as the Committee (or the Board, in the
case of Options granted to Independent Directors) may establish from time to time for reasons of administrative convenience; and 

(e) The receipt by the Company of full payment for such shares, including payment of any applicable withholding tax. 

5.4 Rights as Shareholders. The holders of Options shall not be, nor have any of the rights or privileges of, shareholders of the
Company in respect of any shares purchasable upon the exercise of any part of an Option unless and until certificates representing such shares have been issued by the Company to such holders. 

5.5 Ownership and Transfer Restrictions. The Committee (or the Board, as in the case of Options granted to Independent Directors), in
its absolute discretion, may impose such restrictions on the ownership and transferability of the shares purchasable upon the exercise of an Option as it deems appropriate. Any such restriction shall be set forth in the respective Stock Option
Agreement and may be referred to on the certificates evidencing such shares. The Committee may require the Employee to give the Company prompt notice of any disposition of shares of Common Stock acquired by exercise of an Incentive Stock Option
within (i) two years from the date of granting such Option to such Employee or (ii) one year after the transfer of such shares to such Employee. The Committee may direct that the certificates evidencing shares acquired by exercise of an
Option refer to such requirement to give prompt notice of disposition. 
 5.6 Limitations on Exercise of Options Granted to Independent
Directors, Employees and Consultants. No Option granted to an Independent Director may be exercised to any extent by anyone after the first to occur of the following events: 

(a) The expiration of twelve (12) months from the date of the Optionee’s death; 

  
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 (b) The expiration of twelve (12) months from the date of the
Optionee’s Termination of Directorship, Termination of Employment or Termination of Consultancy, as the case may be, by reason of his permanent and total disability (within the meaning of Section 22(e)(3) of the Code); 

(c) The expiration of three (3) months from the date of the Optionee’s Termination of Directorship, Termination of
Employment or Termination of Consultancy, as the case may be, for any reason other than such Optionee’s death or his permanent and total disability, unless the Optionee dies within said three-month
period; or 
 (d) The expiration of ten (10) years from the date the Option was granted. 

ARTICLE VI 
 AWARD OF
RESTRICTED STOCK 
 6.1 Award of Restricted Stock. 

(a) The Committee may, from time to time, in its absolute discretion: 

(i) Select from among key Employees, Directors or Consultants (including Employees, Directors or Consultants who have
previously received other awards under this Plan) such of them as in its opinion should be awarded Restricted Stock; and 

(ii) Determine the purchase price, if any, and other terms and conditions applicable to such Restricted Stock, consistent with
this Plan. 
 (b) The Committee shall establish the purchase price, if any, and form of payment for Restricted Stock;
provided, however, that such purchase price shall be no less than the par value, if applicable, of the Common Stock to be purchased, unless otherwise permitted by applicable state law. In all cases, legal consideration shall be required for
each issuance of Restricted Stock. 
 (c) Upon the selection of a key Employee, Director or Consultant to be awarded
Restricted Stock, the Committee shall instruct the Secretary of the Company to issue such Restricted Stock and may impose such conditions on the issuance of such Restricted Stock as it deems appropriate. 

6.2 Restricted Stock Agreement. Restricted Stock shall be issued only pursuant to a written Restricted Stock Agreement, which shall be
executed by the selected key Employee, Director or Consultant and an authorized officer of the Company which shall contain such terms and conditions as the Committee shall determine, consistent with this Plan. 

6.3 Consideration. As consideration for the issuance of Restricted Stock, in addition to payment of any purchase price, the Restricted
Shareholder shall agree, in the written Restricted Stock Agreement, to remain in the employ of, or to consult for, the Company or any Subsidiary for a period of at least one year after the Restricted Stock is issued (or such shorter period as may be
fixed in the Restricted Stock Agreement or by action of the Committee following grant of the Restricted Stock). Nothing in this Plan or in any Restricted Stock Agreement hereunder shall confer on any Restricted Shareholder any right to continue in
the employ of, or as a Consultant for, the Company or any Subsidiary or shall interfere with or restrict in any way the rights of the Company and any Subsidiary, which hereby are expressly reserved, to discharge any Restricted Shareholder at any
time for any reason whatsoever, with or without good cause. 
 6.4 Rights as Shareholders. Upon delivery of the shares of Restricted
Stock to the escrow holder pursuant to Section 6.7, the Restricted Shareholder shall have, unless otherwise provided by the Committee, all the rights of a shareholder with respect to said shares, subject to the restrictions in his or her
Restricted Stock Agreement, including the right to receive all dividends and other distributions paid or made with respect to the shares; provided, however, that in the discretion of the Committee, any extraordinary distributions with respect
to the Common Stock shall be subject to the restrictions set forth in Section 6.5. 

  
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 6.5 Restriction. All shares of Restricted Stock issued under this Plan (including any
shares received by holders thereof with respect to shares of Restricted Stock as a result of stock dividends, stock splits or any other form of recapitalization), in each individual Restricted Stock Agreement, shall be subject to such restrictions
as the Committee shall provide, which restrictions may include, without limitation, restrictions concerning voting rights and transferability and restrictions based on duration of employment with the Company, Company performance and individual
performance; provided, however, that, unless the Committee otherwise provides in the Restricted Stock Agreement or otherwise, no share of Restricted Stock granted to a person subject to Section 16 of the Exchange Act shall be sold,
assigned or otherwise transferred until at least six (6) months and one day have elapsed from the date on which the Restricted Stock was issued, and provided further that by action taken after the Restricted Stock is issued, the
Committee, on such terms and conditions as it may determine to be appropriate, may remove any or all of the restrictions imposed by the terms of the Restricted Stock Agreement. Restricted Stock may not be sold or encumbered until all restrictions
are terminated or expire. Unless provided otherwise by the Committee, if no consideration was paid by the Restricted Shareholder upon issuance, a Restricted Shareholder’s rights in unvested Restricted Stock shall lapse upon Termination of
Employment or, if applicable, upon Termination of Consultancy with the Company. 
 6.6 Repurchase of Restricted Stock. The Committee
shall provide in the terms of each individual Restricted Stock Agreement that the Company shall have the right to repurchase from the Restricted Shareholder the Restricted Stock then subject to restriction under the Restricted Stock Agreement
immediately upon a Termination of Employment, Termination of Directorship or, if applicable, upon a Termination of Consultancy between the Restricted Shareholder and the Company, at a cash price per share equal to the price paid by the Restricted
Shareholder for such Restricted Stock; provided, however, that provision may be made that no such right of repurchase shall exist in the event of a Termination of Employment, Termination of Directorship or Termination of Consultancy without
cause, or following a Change in Control of the Company or because of the Restricted Shareholder’s retirement, death, disability or otherwise. If a Restricted Shareholder received the Restricted Stock for no cash consideration, then, upon a
Termination of Directorship, Termination of Employment, or Termination of Consultancy, the Company may repurchase all of such Restricted Shareholder’s shares held pursuant to a Restricted Stock Agreement upon payment of $.05 per share. 

6.7 Escrow. The Secretary of the Company or such other escrow holder as the Committee may appoint shall retain physical custody of each
certificate representing Restricted Stock until all of the restrictions imposed under the Restricted Stock Agreement with respect to the share evidenced by such certificate expire or shall have been removed. 

6.8 Legend. In order to enforce the restrictions imposed upon shares of Restricted Stock hereunder, the Committee shall cause a legend
or legends to be placed on certificates representing all shares of Restricted Stock that are still subject to restrictions under Restricted Stock Agreements, which legend or legends shall make appropriate reference to the conditions imposed thereby.

 6.9 Taxes. The Restricted Stock Agreement shall provide that Restricted Shareholders shall be responsible for the payment of all
taxes with respect to the Restricted Stock awarded to them. The Restricted Stock Agreement shall further provide that if the Company is required upon any issuance of shares to make tax deductions or withholdings under any federal, state or local
law, regulation, ruling or ordinance, including but not limited to social security, income tax withholdings and unemployment issuance deductions, such Restricted Shareholder shall fully cooperate with such actions. 

  
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 ARTICLE VII 

PERFORMANCE AWARDS, DIVIDEND EQUIVALENTS, 

DEFERRED STOCK, STOCK PAYMENTS 

7.1 Performance Awards. Any key Employee or Consultant selected by the Committee may be granted one or more Performance Awards. The
value of such Performance Awards may be linked to the market value, book value, net profits or other measure of the value of Common Stock or other specific performance criteria determined appropriate by the Committee, in each case on a specified
date or dates or over any period or periods determined by the Committee, or may be based upon the appreciation in the market value, book value, net profits or other measure of the value of a specified number of shares of Common Stock over a fixed
period or periods determined by the Committee. In making such determinations, the Committee shall consider (among such other factors as it deems relevant in light of the specific type of award) the contributions, responsibilities and other
compensation of the particular key Employee or Consultant. 
 7.2 Dividend Equivalents. Any key Employee or Consultant selected by
the Committee may be granted Dividend Equivalents based on the dividends declared on Common Stock, to be credited as of dividend payment dates, during the period between the date an Option, Deferred Stock or Performance Award is granted, and the
date such Option, Deferred Stock or Performance Award is exercised, vests or expires, as determined by the Committee. With respect to Dividend Equivalents granted with respect to Options intended to be qualified
performance-based compensation for purposes of Section 162(m), such Dividend Equivalents shall be payable regardless of whether such Option is exercised. 

7.3 Stock Payments. Any key Employee, Director or Consultant selected by the Committee may receive Stock Payments in the manner
determined from time to time by the Committee. The number of shares shall be determined by the Committee and may be based upon the Fair Market Value, book value, net profits or other measure of the value of Common Stock or other specific performance
criteria determined appropriate by the Committee, determined on the date such Stock Payment is made or on any date thereafter. 
 7.4
Deferred Stock. Any key Employee, Director or Consultant selected by the Committee may be granted an award of Deferred Stock in the manner determined from time to time by the Committee. The number of shares of Deferred Stock shall be
determined by the Committee and may be linked to the market value, book value, net profits or other measure of the value of Common Stock or other specific performance criteria determined to be appropriate by the Committee, in each case on a
specified date or dates or over any period or periods determined by the Committee. Common Stock underlying a Deferred Stock award will not be issued until the Deferred Stock award has vested, pursuant to a vesting schedule or performance criteria
set by the Committee. Unless otherwise provided by the Committee, a Grantee of Deferred Stock shall have no rights as a Company Shareholder with respect to such Deferred Stock until such time as the award has vested and the Common Stock underlying
the award has been issued. 
 7.5 Performance Award Agreement, Dividend Equivalent, Deferred Stock Agreement, Stock Payment
Agreement. Each Performance Award, Dividend Equivalent, award of Deferred Stock and/or Stock Payment shall be evidenced by a written agreement, which shall be executed by the Grantee and an authorized Officer of the Company and which shall
contain such terms and conditions as the Committee shall determine, consistent with this Plan. 
 7.6 Term. The term of a Performance
Award, Dividend Equivalent, award of Deferred Stock and/or Stock Payment shall be set by the Committee in its discretion. 
 7.7 Exercise
Upon Termination of Employment. A Performance Award, Dividend Equivalent, award of Deferred Stock and/or Stock Payment is exercisable or payable only while the Grantee is an Employee, 

  
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Director or Consultant; provided that the Committee may determine that the Performance Award, Dividend Equivalent, award of Deferred Stock and/or Stock Payment may be exercised or paid subsequent
to Termination of Employment, Termination of Directorship or Termination of Consultancy without cause, or following a change in control of the Company, or because of the Grantee’s retirement, death or disability, or otherwise. 

7.8 Payment on Exercise. Payment of the amount determined under Section 7.1 or 7.2 above shall be in cash, in Common
Stock, or a combination of both, as determined by the Committee. To the extent any payment under this Article VII is effected in Common Stock, it shall be made subject to satisfaction of all provisions of Section 5.2. 

7.9 Consideration. In consideration of the granting of a Performance Award, Dividend Equivalent, award of Deferred Stock and/or Stock
Payment, the Grantee shall agree, in a written agreement, to remain in the employ of, or to act as a director for, or to consult for, the Company or any Subsidiary for a period of at least one year after such Performance Award, Dividend Equivalent,
award of Deferred Stock and/or Stock Payment is granted (or such shorter period as may be fixed in such agreement or by action of the Committee following such grant). Nothing in this Plan or in any agreement hereunder shall confer on any Grantee any
right to continue in the employ of, or as a Consultant for, the Company or any Subsidiary or shall interfere with or restrict in any way the rights of the Company and any Subsidiary, which are hereby expressly reserved, to discharge any Grantee at
any time for any reason whatsoever, with or without good cause. 
 ARTICLE VIII 

ADMINISTRATION 
 8.1
Compensation Committee. Prior to the Company’s initial registration of Common Stock under Section 12 of the Exchange Act, the Compensation Committee shall consist of the entire Board. Following such registration, the Compensation
Committee (or other committee or a subcommittee of the Board assuming the functions of the Committee under this Plan) shall consist solely of two or more Independent Directors appointed by and holding office at the pleasure of the Board, each of
whom is both a “non-Employee director” as defined by Rule 16b¬3 and an “outside director” for purposes of Section 162(m) of the Code. Appointment of Committee members shall be
effective upon acceptance of appointment. Committee members may resign at any time by delivering written notice to the Board. Vacancies in the Committee may be filled by the Board, subject to the Company’s Bylaws. 

8.2 Duties and Powers of Committee. It shall be the duty of the Committee to conduct the general administration of this Plan in
accordance with its provisions. The Committee shall have the power to interpret this Plan and the agreements pursuant to which Options, awards of Restricted Stock or Deferred Stock, Performance Awards, Dividend Equivalents or Stock Payments are
granted or awarded, and to adopt such rules for the administration, interpretation and application of this Plan as are consistent therewith and to interpret, amend or revoke any such rules. Notwithstanding the foregoing, the full Board, acting by a
majority of its members in office, shall conduct the general administration of the Plan with respect to Options or awards granted to Independent Directors. Any such grant or award under this Plan need not be the same with respect to each Optionee,
Grantee or Restricted Shareholder. Any such interpretations and rules with respect to Incentive Stock Options shall be consistent with the provisions of Section 422 of the Code. In its absolute discretion, the Board at any time and from time to
time may exercise any and all rights and duties of the Committee under this Plan except with respect to matters which under Rule 16b3 or Section 162(m) of the Code, or any regulations or rules issued thereunder, are required to be determined in
the sole discretion of the Committee. 

  
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 8.3 Majority Rule: Unanimous Written Consent. The Committee shall act by a majority of its
members in attendance at a meeting at which a quorum is present or by a memorandum or other written instrument signed by all members of the Committee. 

8.4 Compensation: Professional Assistance: Good Faith Actions. Members of the Committee shall receive such compensation for their
services as members as may be determined by the Board. All expenses and liabilities which members of the Committee incur in connection with the administration of this Plan shall be borne by the Company. The Committee, with the approval of the Board,
may employ attorneys, consultants, accountants, appraisers, brokers, or other persons. The Committee, the Company and the Company’s officers and Directors shall be entitled to rely upon the advice, opinions or valuations of any such persons.
All actions taken and all interpretations and determinations made by the Committee or the Board in good faith shall be final and binding upon all Optionee, Grantees, Restricted Shareholders, the Company and all other interested persons. No members
of the Committee or Board shall be personally liable for any action, determination or interpretation made in good faith with respect to this Plan, Options, awards of Restricted Stock or Deferred Stock, Performance Awards, Dividend Equivalents or
Stock Payments, and all members of the Committee and the Board shall be fully protected and indemnified by the Company in respect of any such action, determination or interpretation. 

ARTICLE IX 

MISCELLANEOUS PROVISIONS 

9.1 Not Transferable. Options, Restricted Stock awards, Deferred Stock awards, Performance Awards, Dividend Equivalents or Stock
Payments made under this Plan may not be sold, pledged, assigned or transferred in any manner other than by will or the laws of descent and distribution or pursuant to a QDRO, unless and until such rights or awards have been exercised, or the shares
underlying such rights or awards have been issued, and all restrictions applicable to such shares have lapsed. No Option, Restricted Stock award, Deferred Stock award, Performance Award, Dividend Equivalent or Stock Payment or interest or right
therein shall be liable for the debts, contracts or engagements of the Optionee, Grantee or Restricted Shareholder or his or her successors in interest or shall be subject to disposition by transfer, alienation, anticipation, pledge, encumbrance,
assignment or any other means, whether such disposition be voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy), and any attempted disposition
thereof shall be null and void and of no effect, except to the extent that such disposition is permitted by the preceding sentence. 

During the lifetime of the Optionee or Grantee, only he or she may exercise an Option or other right or award (or any portion thereof) granted
to him or her under the Plan, unless it has been disposed of pursuant to a QDRO. After the death of the Optionee or Grantee, any exercisable portion of an Option or other right or award, prior to the time when such portion becomes unexercisable
under the Plan or the applicable Stock Option Agreement or other agreement, may be exercised by his or her personal representative or by any person empowered to do so under the deceased Optionee’s or Grantee’s will or under the then
applicable laws of descent and distribution. 
 9.2 Amendment, Suspension or Termination of this Plan. Except as otherwise provided
in this Section 9.2, this Plan may be wholly or partially amended or otherwise modified, suspended or terminated at any time or from time to time by the Board or the Committee. However, without approval of the Company’s shareholders
given within twelve (12) months before or after the action by the Board or Committee, an action of the Board or the Committee, except as provided in Section 2.1, may increase the limits imposed in


  
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Section 2.1 on the maximum number of shares which may be issued under this Plan or modify the Award Limit, and no action of the Committee may be taken that would otherwise require
shareholder approval as a matter of applicable law, regulation or rule. No amendment, suspension or termination of this Plan, without the consent of the holder of Options, Restricted Stock awards, Deferred Stock awards, Performance Awards, Dividend
Equivalents or Stock Payments, shall alter or impair any rights or obligations under any Options, Restricted Stock awards, Deferred Stock awards, Performance Awards, Dividend Equivalents or Stock Payments theretofore granted or awarded, unless the
award itself otherwise expressly so provides. No Options, Restricted Stock, Deferred Stock, Performance Awards, Dividend Equivalents or Stock Payments may be granted or awarded during any period of suspension or after termination of this Plan, and
in no event may any Incentive Stock Option be granted under this Plan after the first to occur of the following events: 

(a) The expiration of ten (10) years from the date the Plan is originally adopted by the IHS board of directors; or 

(b) The expiration of ten years from the date the Plan is originally approved by IHS’s shareholders under Section
9.4. 
 9.3 Changes in Common Stock or Assets of the Company, Acquisition or Liquidation of the Company and Other Company Events.

 (a) Subject to Section 9.3(d), in the event that the Committee (or the Board, in the case of Options granted
to Independent Directors) determines that any dividend or other distribution (whether in the form of cash, Common Stock, other securities or property), recapitalization, reclassification, stock split, reverse stock split, reorganization, merger,
consolidation, split-up, spinoff, combination, repurchase, liquidation, dissolution, or sale, transfer, exchange or other disposition of all or substantially all of the assets of the Company (including, but
not limited to, a Corporate Transaction), or exchange of Common Stock or other securities of the Company, issuance of warrants or other rights to purchase Common Stock or other securities of the Company, or other similar corporate transaction or
event, in the Committee’s sole discretion (or in the case of Options granted to Independent Directors, the Board’s sole discretion), affects the Common Stock such that an adjustment is determined by the Committee to be appropriate in order
to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan or with respect to an Option, Restricted Stock award, Performance Award, Dividend Equivalent, Deferred Stock award or Stock
Payment, then the Committee (or the Board, in the case of Options granted to Independent Directors) shall, in such manner as it may deem equitable, adjust any or all of: 

(i) the number and kinds of shares of Common Stock (or other securities or property) with respect to which Options, Performance
Awards, Dividend Equivalents or Stock Payments may be granted under the Plan, or which may be granted as Restricted Stock or Deferred Stock (including, but not limited to, adjustments of the limitations in Section 2.1 on the maximum
number and kind of shares which may be issued and adjustments of the Award Limit), 
 (ii) the number and kind of shares of
Common Stock (or other securities or property) subject to outstanding Options, Performance Awards, Dividend Equivalents or Stock Payments, and in the number and kind of shares of outstanding Restricted Stock or Deferred Stock, and 

(iii) the grant or exercise price with respect to any Option, Performance Award, Dividend Equivalent or Stock Payment. 

(b) Subject to Sections 9.3(b)(vii) and 9.3(d), in the event of any Corporate Transaction or other transaction or
event described in Section 9.3(a) or any unusual or nonrecurring transactions or events affecting the Company, any affiliate of the Company, or the financial statements of the Company or any affiliate, or of changes in applicable laws,
regulations, or accounting principles, the Committee (or the Board, in the case of Options granted to Independent Directors) in its discretion is hereby 

  
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authorized to take any one or more of the following actions whenever the Committee (or the Board, in the case of Options granted to Independent Directors) determines that such action is
appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan or with respect to any option or other award under this Plan, to facilitate such transactions or events or to
give effect to such changes in laws, regulations or principles: 
 (i) In its sole and absolute discretion and on such terms
and conditions as it deems appropriate, the Committee (or the Board, in the case of Options granted to Independent Directors) may provide, either by the terms of the agreement or by action taken prior to the occurrence of such transaction or event
and either automatically or upon the Optionee’s request, for either the purchase of any such Option, Performance Award or Stock Payment, or any Restricted Stock or Deferred Stock for an amount of cash equal to the amount that could have been
attained upon the exercise of such option, right or award or realization of the optionee’s rights had such option, right or award been currently exercisable or payable or fully vested or the replacement of such option, right or award with other
rights or property selected by the Committee (or the Board, in the case of Options granted to Independent Directors) in its sole discretion; 

(ii) In its sole and absolute discretion, the Committee (or the Board, in the case of Options granted to Independent Directors)
may provide, either by terms of such Option, Performance Award, Dividend Equivalent, or Stock Payment, or Restricted Stock or Deferred Stock or by action taken prior to the occurrence of such transaction or event that it cannot be exercised after
such event; 
 (iii) In its sole and absolute discretion, the Committee (or the Board, in the case of Options granted to
Independent Directors) may provide, either by terms of such Option, Performance Award, Dividend Equivalent, or Stock Payment or Restricted Stock or Deferred Stock or by action taken prior to the occurrence of such transaction or event, that for a
specified period of time prior to such transaction or event, such option, right or awards shall be exercisable as to all shares covered thereby, notwithstanding anything to the contrary in (i) Section 4.4 or (ii) the provisions
of such Option, Performance Award, Dividend Equivalent, or Stock Payment or Restricted Stock, or Deferred Stock. 
 (iv) In
its sole and absolute discretion, and on such terms and conditions as it deems appropriate, the Committee (or the Board, in the case of Options granted to Independent Directors) may provide, either by terms of such Option, Performance Award,
Dividend Equivalent, or Stock Payment, or Restricted Stock or Deferred Stock or by action taken prior to the occurrence of such transaction or event, that upon such event, such option, right or awards be assumed by the successor or survivor
corporation, or a parent or subsidiary thereof, or shall be substituted for by similar options, rights or awards covering the stock of the successor or survivor corporation, or a parent or subsidiary thereof, with appropriate adjustments as to the
number of shares and prices; and 
 (v) In its sole and absolute discretion, and on such terms and conditions as it deems
appropriate, the Committee (or the Board, in the case of Options granted to Independent Directors) may make adjustments in the number and type of shares of Common Stock (or other securities or property) subject to outstanding Options, Performance
Awards, Dividend Equivalents, or Stock Payments, or Restricted Stock or Deferred Stock and/or in the terms and conditions of (including the grant or exercise price), and the criteria included in, outstanding options, rights and awards and options,
rights and awards which may be granted in the future. 
 (vi) In its sole and absolute discretion, and on such terms and
conditions as it deems appropriate, the Committee may provide either by the terms of a Restricted Stock award or a Deferred Stock award or by action taken prior to the occurrence of such event that, for a specified period of time prior to such
event, the restrictions imposed under a Restricted Stock 

  
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Agreement or a Deferred Stock Agreement upon some or all shares of Restricted Stock or Deferred Stock may be terminated, and, in the case of Restricted Stock, some or all shares of such
Restricted Stock may cease to be subject to repurchase under Section 6.6 or forfeiture under Section 6.5 after such event. 

(vii) None of the foregoing discretionary terms of this Section 9.3(b) shall be permitted with respect to Options
granted to Independent Directors to the extent that such discretion would be inconsistent with the applicable exemptive conditions of Rule 16b3. In the event of a Change in Control or a Corporate Transaction, to the extent that the Board does not
have the ability under Rule 16b3 to take or to refrain from taking the discretionary actions set forth in Section 9.3(b)(iii) above, each Option granted to an Independent Director shall be exercisable as to all shares covered thereby
upon such Change in Control or during the five (5) days immediately preceding the consummation of such Corporate Transaction and subject to such consummation, notwithstanding anything to the contrary in Section 4.4 or the vesting
schedule of such Options. In the event of a Corporate Transaction, to the extent that the Board does have the ability under Rule 16b3 to take or to refrain from taking the discretionary actions set forth in Section 9.3(b)(ii) above, no
Option granted to an Independent Director may be exercised following such Corporate Transaction unless such Option is, in connection with such Corporate Transaction, either assumed by the successor or survivor corporation (or parent or subsidiary
thereof) or replaced with a comparable right with respect to shares of the capital stock of the successor or survivor corporation (or parent or subsidiary thereof). 

(c) Subject to Section 9.3(d) and 9.8, the Committee (or the Board in the case of Options granted to
Independent Directors), in its discretion, may include such further provisions and limitations in any Option, Performance Award, Dividend Equivalent, or Stock Payment, or Restricted Stock or Deferred Stock agreement or certificate, as it may deem
equitable and in the best interests of the Company. 
 (d) With respect to Incentive Stock Options and Options intended to
qualify as performance-based compensation under Section 162(m), no adjustment or action described in this Section 9.3 or in any other provision of the Plan shall be authorized to the extent
that such adjustment or action would cause the Plan to violate Section 422(b)(1) of the Code or would cause such option or to fail to so qualify under Section 162(m), as the case may be, or any successor provisions thereto. Furthermore, no
such adjustment or action shall be authorized to the extent such adjustment or action would result in short-swing profits liability under Section 16 or violate the exemptive conditions of Rule 16b3 unless
the Committee (or the Board, in the case of Options granted to Independent Directors) determines that the option or other award is not to comply with such exemptive conditions. The number of shares of Common Stock subject to any option, right or
award shall always be rounded to the next whole number. 
 9.4 Approval of Plan by Shareholders. This Plan will be submitted for the
approval of the Company’s shareholders within twelve (12) months after the date of the Board’s initial adoption of this Plan. Options, Performance Awards, Dividend Equivalents or Stock Payments may be granted and Restricted or
Deferred Stock may be awarded prior to such shareholder approval, provided that such Options, Performance Awards, Dividend Equivalents or Stock Payments shall not be exercisable and such Restricted Stock or Deferred Stock shall not vest prior to the
time when this Plan is approved by the shareholders, and provided further that if such approval has not been obtained at the end of said twelvemonth period, all Options, Performance Awards, Dividend Equivalents or Stock Payments previously granted
and all Restricted or Deferred Stock previously awarded under this Plan shall thereupon be canceled and become null and void. 
 9.5 Tax
Withholding. The Company shall be entitled to require payment in cash or deduction from other compensation payable to each Optionee, Grantee or Restricted Shareholder of any sums required by federal, state or local tax law to be withheld with
respect to the issuance, vesting or exercise of any Option, Restricted Stock, Deferred Stock, Performance Award, Dividend Equivalent or Stock Payment. The Committee (or the 

  
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Board, in the case of Options granted to Independent Directors) may in its discretion and satisfaction of the foregoing requirement, allow such Optionee, Grantee or Restricted Shareholder to
elect to have the Company withhold shares of Common Stock otherwise issuable under such Option or award (or allow the return of shares of Common Stock) having a Fair Market Value equal to the sums required to be withheld. 

9.6 Loans. The Committee, in its discretion, may extend one or more loans to key Employees in connection with the exercise or receipt
of an Option, Performance Award, Dividend Equivalent or Stock Payment granted under this Plan, or the issuance of Restricted Stock or Deferred Stock awarded under this Plan. The terms and conditions of any such loan shall be set by the Committee.

 9.7 Forfeiture Provisions. Pursuant to its general authority to determine the terms and conditions applicable to awards under the
Plan, the Committee (or the Board, in the case of Options granted to Independent Directors), shall have the right (to the extent consistent with the applicable exemptive conditions of Rule 16b-3 to provide, in the terms of Options or other awards
made under the Plan, or to require the recipient to agree by separate written instrument, that (i) any proceeds, gains or other economic benefit actually or constructively received by the recipient upon any receipt or exercise of the award, or
upon the receipt or resale of any Common Stock underlying such award, must be paid to the Company and (ii) the award shall terminate and any unexercised portion of such award (whether or not vested) shall be forfeited, if (a) Termination
of Employment, Termination of Consultancy or Termination of Directorship occurs prior to the specified date, or within a specified time period following receipt or exercise of an award, or (b) the recipient at any time, or during a specified
time period, engages in any activity in competition with the Company, or which is inimical, contrary or harmful to the interest of the Company as further defined by the Committee (or the Board, if applicable). 

9.8 Limitations Applicable to Section 16 Persons and Performance-Based Compensation.
Notwithstanding any other provision of this Plan, this Plan, and any Option, Performance Award, Dividend Equivalent or Stock Payment granted, or Restricted Stock or Deferred Stock awarded, to any individual who is then subject to Section 16 of
the Exchange Act, shall be subject to any additional limitations set forth in any applicable exemptive rule under Section 16 of the Exchange Act (including any amendment to Rule 16b-3 of the Exchange Act) that are requirements for the
application of such exemptive rule. To the extent permitted by applicable law, the Plan, Options, Performance Awards, Dividend Equivalents, Stock Payments, Restricted Stock and Deferred Stock granted or awarded hereunder shall be deemed amended to
the extent necessary to conform to such applicable exemptive rule. Furthermore, notwithstanding any other provision of this Plan, any Option intended to qualify as performance-based compensation as described
in Section 162(m)(4)(C) of the Code shall be subject to any additional limitations set forth in or rulings issued thereunder that are requirements for qualification as performance-based compensation as
described in Section 162(m)(4)(C) of the Code, and this Plan shall be deemed amended to the extent necessary to conform to such requirements. 

9.9 Effect of Plan Upon Options and Compensation Plans. The adoption of this Plan shall not affect any other compensation or incentive
plans in effect for the Company or any Subsidiary. Nothing in this Plan shall be construed to limit the right of the Company (i) to establish any other forms of incentives or compensation for Employees, Directors or Consultants of the Company
or any Subsidiary or (ii) to grant or assume options or other rights otherwise than under this Plan in connection with any proper corporate purpose, including but not by way of limitation, the grant or assumption of options in connections with
the acquisition by purchase, lease, merger, consolidation or otherwise, of the business, stock or assets of any corporation, partnership, firm or association. 

9.10 Compliance with Laws. This Plan, the granting and vesting of Options, Restricted Stock awards, Deferred Stock awards, Performance
Awards, Dividend Equivalents, or Stock Payments under this Plan and the issuance and delivery of shares of Common Stock and the payment of money under this Plan or under 

  
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Options, Performance Awards, Dividend Equivalents or Stock Payments granted or Restricted Stock or Deferred Stock awarded hereunder are subject to compliance with all applicable federal and state
laws, rules and regulations (including but not limited to state and federal securities law and federal margin requirements) and to such approvals by any listing, regulatory or governmental authority as, in the opinion of counsel for the Company, may
be necessary or advisable in connection therewith. Any securities delivered under this Plan shall be subject to such restrictions, and the person acquiring such securities, if requested by the Company, shall provide such assurance and
representations to the Company as the Company may deem necessary or desirable to assure compliance with all applicable legal requirements. To the extent permitted by applicable law, the Plan, Options, Restricted Stock awards, Deferred Stock awards,
Performance Awards, Dividend Equivalents or Stock Payments granted or awarded hereunder shall be deemed amended to the extent necessary to conform to such laws, rules and regulations. 

9.11 Titles. Titles are provided herein for convenience only and are not to serve as a basis for interpretation or construction of this
Plan. 
 9.12 Governing Law. This Plan and any agreements hereunder shall be administered, interpreted and enforced under the
internal laws of the State of Delaware without regard to conflicts of laws thereof. 
 *  *  * 

  
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 I hereby certify that the foregoing Plan was duly adopted by the Board of Directors of Team
Health Holdings, Inc. on November 19, 2015, effective as of November 23, 2015. 
 Executed on this 23 day of November, 2015. 

 

	
	 /s/ David Jones

	Chief Financial Officer



  
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