**Exhibit 10.4**

 

**AMENDMENT TO OPTION AGREEMENTS**

 

This**AMENDMENT TO OPTION AGREEMENTS** (this “Amendment”)is made and entered into effective as of the 11th day of August, 2010 by UHSHoldco, Inc., a Delaware corporation (the “Company”) with respectto each Option Agreement (each, an “Option Agreement” and collectively,the “Option Agreements”) heretofore executed by the Company whichprovides for the grant of an Option pursuant to the UHS Holdco, Inc. StockOption Plan (the “Plan”). Capitalized terms used but not otherwise defined herein shall have themeanings given them in the Option Agreements or the Plan, as appropriate.

 

**WHEREAS**, the Option Agreements were entered into betweenthe Company and certain individuals eligible to receive grants pursuant to thePlan (each, an “Grantee” and collectively, the “Grantees”), andthe Options granted pursuant to each Option Agreement are either  Performance Vesting Options or Time VestingOptions;

 

**WHEREAS**, the Company desires to amend the OptionAgreements entered into between the Company and each Grantee who remainsactively employed by the Company or any of its subsidiaries as of the date ofthis Amendment as set forth herein or who serves on the Board of Directors ofthe Company or any of its subsidiaries as of the date of this Amendment, andhas determined that the amendments provided for herein do not impair the rightsof such Grantees.

 

**NOW, THEREFORE**, in consideration of the foregoing promisesand agreements and for other good and valuable consideration, the receipt andsufficiency of which is acknowledged, the Company agrees as follows:

 

1.             Amendment ofAnnex I.  Annex I of each OptionAgreement is hereby amended by (a) replacing, for 2010 and all subsequentfiscal years, the text in each row under the columns titled “Base Target EBITDA”and “Capital Expenditures Target” with “(1)”; and (b) adding a footnote (1) tothe bottom of each such Annex I which reads as follows:

 

“(1)         “No Base TargetEBITDA or Capital Expenditures Target shall apply with respect to this fiscalyear.”

 

2.             Amendment of Section 5(d).  Section 5(d) of each OptionAgreement is hereby amended to strike the words “to the extent BSMB realizes anIRR equal to or greater than 20%” appearing therein.

 

3.             AmendmentRelating to 2010 Aggregate Test.  With respect only to each Option Agreementdated prior to December 31, 2009, Section 5(b) of each suchOption Agreement is hereby amended to provide that, with respect to the portionof any Performance Vesting Options granted under such Option Agreement which didnot vest at the end of the fiscal 2009 Performance Vesting Period (the “2009Portion”), the Aggregate Test to be performed at the end of the 2010 fiscalyear shall be deemed to have been met as of the date of this Amendment, and the2009 Portion shall be deemed fully vested as of the date of this Amendment, ineach case provided that the Grantee remains continuously employed with theCompany and/or any of its Subsidiaries through the date of this Amendment.

 

----

 

4.             Amendment of Section 6(c).  The first sentence of Section 6(c) ofeach Option Agreement is hereby amended to read as follows:

 

Upon (a) a Change in Control (as defined below) or (b) a Saleof the Company pursuant to clause (ii) of the definition thereof set forthin the Plan, 100% of any portion of the Time Vesting Options that is not vestedas of the date of such Change in Control or such Sale of the Company, asapplicable, shall become vested and immediately exercisable and, subject toSections 5.10 and 6.4 of the Plan, shall remain exercisable for a period of 90days following such Change in Control or such Sale of the Company, asapplicable.

 

5.             Application ofAmendments.  Theamendments provided for under paragraphs 1-4 above shall apply only withrespect to Option Agreements entered into between the Company and each Granteewho remains actively employed by the Company or any of its subsidiaries as ofthe date of this Amendment.

 

6.             Governing Law.  This Amendment shall be governed by, andconstrued in accordance with, the law of the State of Delaware, without regardto conflict of law principles.

 

7.             Successors andAssigns.  The terms and provisions ofthis Amendment shall inure to the benefit of, and be binding upon, the Companyand its successors and assigns and upon Grantee and Grantee’s successors andassigns, whether or not any such person shall have become a party to thisAmendment and have agreed in writing to join herein and be bound by the termshereof.

 

8.             Remainder ofAgreement Unchanged.  Except asamended by this Amendment, each Option Agreement shall otherwise remain in fullforce and effect.

 

9.             Severability.  If one or more provisions of this Amendmentare held to be unenforceable under applicable law, such provision shall beexcluded from this Amendment and the balance of the Amendment shall beinterpreted as if such provision were so excluded and shall be enforceable inaccordance with its terms.

 

**IN WITNESS WHEREOF**, this Amendment has beenexecuted to be effective as of the date and year first above written.

 

 
|   | **UHS HOLDCO, INC.** |
|--------|---------------------------|
|   |                      |
|   |                      |
|   | By:                       |   |
|   | Name:                     |   |
|   | Title:                    |   |

 

----