EX-10.1








    Exhibit 10.1



 




    MEDCATH
    CORPORATION

    AMENDED AND RESTATED

    OUTSIDE DIRECTORS’ STOCK OPTION AND AWARD PLAN



 




    ARTICLE I

    



 




    Introduction



 



    The Company hereby amends and restates the MedCath Corporation
    Outside Directors’ Stock Option Plan. The purpose of this
    amendment and restatement is to add Restricted Stock and
    Restricted Stock Units as permissible forms of Awards to Outside
    Directors. Any currently outstanding awards under the MedCath
    Corporation Outside Directors’ Stock Option Plan shall
    remain outstanding in accordance with the terms thereof and
    shall not be affected by this amendment and restatement.



 




    ARTICLE II

    



 




    Definitions



 



    For purposes of the Plan, the following terms shall have the
    following meanings:



 



    (a) “Award” means an award to an Outside
    Director pursuant to Article III.



 



    (b) “Award Agreement” means an agreement
    described in Article V between the Company and an Outside
    Director, setting forth the terms, conditions and limitations
    applicable to an Award to the Outside Director.



 



    (c) “Beneficiary,” with respect to an
    Outside Director, means (i) one or more persons as the
    Outside Director may designate as primary or contingent
    beneficiary in a writing delivered to the Company or the
    Committee or (ii) if there is no such valid designation in
    effect at the Outside Director’s death, the Outside
    Director’s estate.



 



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



 



    (e) “Code” means the Internal Revenue Code
    of 1986, as amended from time to time, or any successor statute,
    and applicable regulations.



 



    (f) “Committee” means the Compensation
    Committee of the Board.



 



    (g) “Company” means MedCath Corporation, a
    Delaware corporation.



 



    (h) “Effective Date” means, subject to
    Article XI, March 4, 2009.



 



    (i) “Fair Market Value” of a share of
    Stock means, on any given date, the closing price of such share
    of Stock as reported on the Nasdaq National Market for such
    date, or if the Stock was not traded on the Nasdaq National
    Market on such day, then on the next preceding day that the
    Stock was traded on such exchange, all as reported by such
    source as the Committee may select.



 



    (j) “Outside Director” means any member of
    the Board who is not an employee of the Company or any
    Subsidiary.



 



    (k) “Plan” means the MedCath Corporation
    Amended and Restated Outside Directors’ Stock Option and
    Award Plan, as set forth herein and as amended from time to
    time. Prior to the Effective Date, the Plan was known as the
    MedCath Corporation Outside Directors’ Stock Option Plan.



 



    (l) “Restricted Stock” means an Award of
    Stock under Section 4.3 that has certain restrictions
    attached to the ownership thereof.



 



    (m) “Restricted Stock Unit” means an Award
    of a unit under Section 4.4 that represents the right to receive
    one share of Stock.




    

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    (n) “Restricted Stock Unit Account” means
    the individual bookkeeping account maintained by the Company in
    the name of an Outside Director to record the Outside
    Director’s Restricted Stock Units and other amounts granted
    to the Outside Director under Section 4.4.



 



    (o) “Stock” means shares of Common Stock,
    par value $.01, of the Company which may be authorized but
    unissued, or issued and reacquired.



 



    (p) “Stock Option” means a right to
    purchase a share of Stock granted pursuant to Section 4.2.



 



    (q) “Subsidiary” means any corporation,
    partnership, limited liability company, association, joint
    venture or other entity, that directly or indirectly through one
    or more intermediaries is controlled by or is under common
    control with the Company and any other entity in which the
    Company has a significant equity interest, as determined by the
    Committee.



 




    ARTICLE III

    



 




    Eligibility



 



    Participation in the Plan shall be limited to Outside Directors.



 




    ARTICLE IV

    



 




    Awards



 



    Section 4.1.  General.  Awards
    shall include, and be limited to, those described in this
    Article IV. The Committee shall from time to time determine
    the type of Award to be made to Outside Directors, the number of
    shares of Stock subject to such Award and the terms, conditions,
    and limitations applicable to such Award, not inconsistent with
    the terms of the Plan.



 



    Section 4.2.  Stock
    Options.  A Stock Option is a right to
    purchase a specified number of shares of Stock at a specified
    exercise price during such time as the Committee shall
    determine, subject to the provisions of this Section 4.2.



 



    (a) The exercise price per share of any Stock Option shall
    be no less than the Fair Market Value per share of Stock subject
    to the Stock Option on the date such Stock Option is granted.



 



    (b) A Stock Option may be exercised, in whole or in part,
    by giving notice of exercise to the Company or an agent
    designated by the Company to administer the exercise of Stock
    Options and complying with such other exercise terms and
    procedures as the Committee may specify.



 



    (c) The term of each Stock Option shall not exceed ten
    (10) years.



 



    (d) The exercise price of the Stock subject to the Stock
    Option may be paid, at the discretion of the Committee, by
    delivery to the Company or its designated agent of an
    irrevocable written notice of exercise form together with either
    (i) irrevocable instructions to a broker-dealer to sell or
    margin a sufficient portion of the shares as to which the Stock
    Option is to be exercised and to deliver the sale or margin loan
    proceeds directly to the Company to pay the exercise price,
    (ii) payment in full of the Stock Option exercise price in
    cash or cash equivalent acceptable to the Committee, or
    (iii) a sufficient number of shares of Stock (delivered by
    attestation of ownership or actual delivery of one or more share
    certificates) to pay the exercise price; provided
    that, any such payment method will not be permitted to
    the extent to do so would result in additional accounting
    expense to the Company.



 



    Section 4.3.  Restricted
    Stock.  Restricted Stock is Stock that is
    awarded to an Outside Director subject to such terms,
    conditions, and restrictions as the Committee deems appropriate,
    which may include, but are not limited to, restrictions upon the
    sale, assignment, transfer, or other disposition of the
    Restricted Stock and requirement of forfeiture of the Restricted
    Stock upon termination of service under certain specified
    conditions. The Committee may provide for the lapse of any such
    term or condition or waive any such term or condition based on
    such factors or criteria as the Committee may determine.




    

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    Section 4.4.  Restricted
    Stock Units.



 



    (a) A Restricted Stock Unit is a unit granted to an Outside
    Director that represents the Outside Director’s right to
    receive one share of Stock. Each Restricted Stock Unit granted
    to an Outside Director shall be credited to a Restricted Stock
    Unit Account established and maintained in the name of such
    Outside Director on the books and records of the Company.



 



    (b) Restricted Stock Units granted to an Outside Director
    under the Plan shall become vested in the Outside Director in
    accordance with the vesting schedule specified by the Company on
    the date the Restricted Stock Units are granted.



 



    (c) The Award Agreement for the grant of Restricted Stock
    Units shall specify whether dividend equivalents with respect to
    the Restricted Stock Units shall be paid in cash to the Outside
    Director or deemed reinvested in additional Restricted Stock
    Units. If the dividend equivalents are payable to an Outside
    Director in cash, the Company shall pay to the Outside Director
    in cash, less applicable withholding taxes, within thirty
    (30) days after the payment date of any cash dividend with
    respect to the Stock, a dividend equivalent payment equal to the
    number of Restricted Stock Units granted to the Outside Director
    as of the record date for such dividend multiplied by the per
    share amount of the dividend. If the dividend equivalents are
    deemed reinvested in additional Restricted Stock Units, the
    Company shall credit to the Outside Director’s Restricted
    Stock Unit Account, within thirty (30) days after the
    payment date of any cash dividend with respect to the Stock,
    that number of additional Restricted Stock Units determined by
    dividing (i) the product of the total number of Restricted
    Stock Units credited to the Outside Director’s Restricted
    Stock Unit Account as of the record date for such dividend
    multiplied by the per share amount of the dividend by
    (ii) the Fair Market Value of a share of Stock on such
    record date. All Restricted Stock Units credited to an Outside
    Director’s Restricted Stock Unit Account to record the
    deemed reinvestment of dividend equivalents in accordance with
    this Section 4.4(c) shall be fully vested when so credited.



 



    (d) The vested Restricted Stock Units credited to an
    Outside Director’s Restricted Stock Unit Account shall be
    paid to the Outside Director, or in the event of the Outside
    Director’s death, to the Outside Director’s
    Beneficiary, as soon as practicable following the date the
    Outside Director terminates service as an Outside Director. The
    form of payment shall be one share of Stock for each vested
    Restricted Stock Unit credited to the Outside Director’s
    Restricted Stock Unit Account and cash for any vested fractional
    unit. At the election of the Outside Director, distribution
    shall be made in either a single sum payment of shares of Stock
    (and cash for any fractional units) or in up to five annual
    installment payments of shares of Stock. Such payment election
    shall be made by the Outside Director at the time the first
    Restricted Stock Unit is granted to the Outside Director, shall
    apply to the Outside Director’s entire Restricted Stock
    Unit Account and shall be irrevocable.



 




    ARTICLE V

    



 




    Award
    Agreements



 



    Section 5.1.  General.  Each
    Award under this Plan shall be evidenced by an Award Agreement
    setting forth the number of shares of Stock subject to the Award
    and such other terms and conditions applicable to the Award as
    are determined by the Committee.



 



    Section 5.2.  Required
    Terms.  In any event, Award Agreements shall
    include, at a minimum, explicitly or by reference, the following
    terms:



 



    (a) Assignability; Exercise. An Award may not be
    assigned, pledged, or otherwise transferred except by will or by
    the laws of descent and distribution. During the lifetime of an
    Outside Director, an Award (including any Stock Option) may be
    exercised or surrendered only by such Outside Director.



 



    (b) Termination. A provision describing the
    treatment of an Award in the event of the retirement,
    disability, death, or other termination of an Outside
    Director’s service as an Outside Director, including but
    not limited to terms relating to the vesting, time for exercise
    or surrender, forfeiture, or cancellation of an Award in such
    circumstances.




    

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    (c) Rights of Stockholder. A provision that an
    Outside Director shall have no rights as a stockholder with
    respect to any Stock subject to an Award until the date the
    Outside Director becomes the holder of record of such Stock.
    Except as provided in Article VIII, no adjustment shall be
    made for dividends or other rights, unless the Award Agreement
    specifically requires such adjustment, in which case grants of
    dividend equivalents or similar rights shall not be considered
    to be a grant of any other stockholder right.



 




    ARTICLE VI

    



 




    Shares of
    Stock

    





    Subject
    to the Plan



 



    Section 6.1.  General.  Subject
    to the adjustment provisions of Article VIII hereof,
    beginning on the Effective Date, there is hereby reserved for
    issuance under the Plan 550,000 shares of Common Stock. Any
    shares as to which Awards granted under this Plan have lapsed,
    expired, terminated or been canceled shall also be reserved and
    available for issuance or reissuance under this Plan.



 



    Section 6.2.  Shares
    to be Used.  The shares of Stock which may be
    issued pursuant to an Award under the Plan may be authorized but
    unissued Stock, treasury Stock or Stock that may be acquired,
    subsequently or in anticipation of the transaction, in the open
    market to satisfy the requirements of the Plan.



 




    ARTICLE VII

    



 




    Administration



 



    The Plan shall be administered by the Committee. The Committee
    shall have all of the powers necessary to enable it to properly
    carry out its duties under the Plan. Not in limitation of the
    foregoing, the Committee shall have the power to construe and
    interpret the Plan and to determine all questions that shall
    arise thereunder. The Committee shall have such other and
    further specified duties, powers, authority and discretion as
    are elsewhere in the Plan either expressly or by necessary
    implication conferred upon it. The Committee may appoint such
    agents, who need not be members of the Committee, as it may deem
    necessary for the effective performance of its duties, and may
    delegate to such agents such powers and duties as the Committee
    may deem expedient or appropriate that are not inconsistent with
    the intent of the Plan to the fullest extent permitted under
    Delaware General Corporation Law (“DGCL”)
    Section 157 and related applicable DGCL Sections. The
    decision of the Committee or any agent of the Committee upon all
    matters within the scope of its authority shall be final and
    conclusive on all persons.



 




    ARTICLE VIII

    



 




    Adjustments
    Upon Changes

    





    In
    Capitalization



 



    In the event of a reorganization, recapitalization, Stock split,
    Stock dividend, exchange of Stock, combination of Stock, merger,
    consolidation or any other change in corporate structure of the
    Company affecting the Stock, or in the event of a sale by the
    Company of all or a significant part of its assets, or any
    distribution to its stockholders other than a normal cash
    dividend, the Committee shall make appropriate adjustment in the
    number, kind, price and value of shares of Stock authorized by
    this Plan and any adjustments to outstanding Awards as it
    determines appropriate so as to prevent dilution or enlargement
    of rights.



 




    ARTICLE IX

    



 




    Amendment
    and Termination



 



    Section 9.1.  Amendment
    of Plan.  The Board has the right, at any time
    and from time to time, to amend in whole or in part any of the
    terms and provisions of the Plan and any or all Award Agreements
    under the Plan to the extent permitted by law for whatever
    reason(s) the Company may deem appropriate; provided,




    

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    however, that any amendment is subject to stockholder
    approval if the amendment (i) materially increases the
    aggregate number of shares of Stock that may be issued under the
    Plan (other than an adjustment pursuant to Article VIII),
    (ii) materially expands the class of individuals eligible
    to participate in the Plan and receive Awards hereunder,
    (iii) materially extends the term of the Plan,
    (iv) permits a repricing (or decrease in exercise price) of
    outstanding Stock Options, (v) reduces the price at which
    shares or options to purchase shares may be offered, or
    (vi) otherwise is considered a “material
    amendment” pursuant to Rule 4350(i)(1)(A) of the
    Nasdaq Stock Market Manual and Interpretive Material, IM-4350-5
    as published by Nasdaq. No amendment shall, without an Outside
    Director’s consent, adversely affect any rights of such
    Outside Director under any Award outstanding at the time such
    amendment is made. Neither the Board nor the Committee shall
    have any authority to waive or modify any other terms of an
    Award after the Award has been granted to the extent the waived
    or modified term would be mandatory under the Plan for any Award
    newly granted at the date of the waiver or modification.
    Notwithstanding the preceding, the Board may amend or modify the
    Plan or any outstanding Award to the extent necessary to cause
    the Plan or such Award to comply with the requirements of
    Section 409A of the Code and any rules or regulations
    issued thereunder by the United States Department of the
    Treasury.



 



    Section 9.2.  Termination
    of Plan.  The Company expressly reserves the
    right, at any time, to suspend or terminate the Plan and any or
    all Award Agreements under the Plan to the extent permitted by
    law for whatever reason(s) the Company may deem appropriate,
    including, without limitation, suspension or termination as to
    any Outside Director.



 



    Section 9.3.  Procedure
    for Amendment or Termination.  Any amendment
    to the Plan or termination of the Plan shall be made by the
    Company by resolution of the Board and shall not require the
    approval or consent of any Subsidiary, Outside Director, or
    Beneficiary in order to be effective to the extent permitted by
    law. Any amendment to the Plan or termination of the Plan may be
    retroactive to the extent not prohibited by applicable law.



 




    ARTICLE X

    



 




    Miscellaneous



 



    Section 10.1.  Compliance
    with Law.  No Stock distributable pursuant to
    this Plan shall be issued and delivered unless the issuance and
    delivery complies with all applicable legal requirements
    including, without limitation, compliance with the provisions of
    applicable state securities laws, the Securities Act of 1933, as
    amended from time to time, or any successor statute, the
    Securities Exchange Act of 1934, as amended from time to time or
    any successor statute, and the requirements of the market
    systems or exchanges on which the Company’s Stock may, at
    the time, be traded or listed.



 



    Section 10.2.  Unfunded
    Status.  The Plan shall be unfunded. Neither
    the Company, any Subsidiary, nor the Board shall be required to
    segregate any assets that may at any time be represented by
    Awards made pursuant to the Plan. Neither the Company, any
    Subsidiary, the Committee, nor the Board shall be deemed to be a
    trustee of any amounts to be paid under the Plan.



 



    Section 10.3.  Limits
    on Liability.  Any liability of the Company or
    any Subsidiary to any Outside Director with respect to an Award
    shall be based solely upon contractual obligations created by
    the Plan and the Award Agreement. Neither the Company nor any
    Subsidiary nor any member of the Board or the Committee, nor any
    other person participating in any determination of any question
    under the Plan, or in the interpretation, administration or
    application of the Plan, shall have any liability to any party
    for any action taken or not taken in good faith under the Plan.
    To the extent permitted by applicable law, the Company shall
    indemnify and hold harmless each member of the Board and the
    Committee from and against any and all liability, claims,
    demands, costs, and expenses (including the costs and expenses
    of attorneys incurred in connection with the investigation or
    defense of claims) in any manner connected with or arising out
    of any actions or inactions in connection with the
    administration of the Plan except for such actions or inactions
    which are not in good faith or which constitute willful
    misconduct.




    

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    ARTICLE XI

    



 




    Effective
    Date; Duration of the Plan



 



    The Plan shall be effective as of the Effective Date, subject to
    approval and ratification of the Plan by the stockholders of the
    Company to the extent necessary to satisfy the requirements of
    the Code, the NASDAQ Market or other applicable federal or state
    law. The Plan shall terminate and no Awards may be granted under
    the Plan after March 3, 2019. Awards granted on or before
    March 3, 2019 shall remain valid in accordance with their
    terms.




    

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