PEDIATRIX MEDICAL GROUP INC
AMENDED & RESTATED STOCK OPTION PLAN
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>3
<FILENAME>g75048ex10-1.txt
<DESCRIPTION>AMENDED & RESTATED STOCK OPTION PLAN
<TEXT>
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                                                                    Exhibit 10.1


                          PEDIATRIX MEDICAL GROUP, INC.
                     AMENDED AND RESTATED STOCK OPTION PLAN

1. PURPOSE. The purpose of this Plan is to advance the interests of Pediatrix
Medical Group, Inc., a Florida corporation (the "Company"), providing an
additional incentive to attract and retain qualified and competent persons who
are key to the Company (as hereinafter defined), including key employees,
Officers and Directors, and upon whose efforts and judgment the success of the
Company is largely dependent, through the encouragement of stock ownership in
the Company by such persons.

2. DEFINITIONS. As used herein, the following terms shall have the meaning
indicated:

         (a) "Board" shall mean the Board of Directors of the Company.

         (b) "Code" shall mean the Internal Revenue Code of 1986, as amended.

         (c) "Committee" shall mean the stock option committee appointed by the
Board pursuant to Section 14(a) hereof or, if not appointed, the Board.

         (d) "Common Stock" shall mean the Company's Common Stock, par value
$0.01 per share.

         (e) "Company" shall refer to Pediatrix Medical Group, Inc., a Florida
corporation, its wholly-owned subsidiary, Pediatrix Medical Group of Florida,
Inc., and the companies related to the Company through long-term management
contracts which provide the medical component of the services required in
respect of any arrangement where Pediatrix Medical Group, Inc. provides the
non-medical component of the services required in respect of such arrangement in
various states and Puerto Rico, and any future majority owned subsidiary of the
Company or any business entity, partnership or other business entity related to
the Company through a long-term management contract with respect to the services
described herein.

         (f) "Director" shall mean a member of the Board.

         (g) "Effective Date" shall mean the date the Plan was originally
effective, September 20, 1995.

         (h) "Employee Director" shall mean a member of the Board who is also an
employee of the Company or a Subsidiary.

         (i) "Fair Market Value" of a Share on any date of reference shall be
the "Closing Price" (as defined below) of the Common Stock on such business day,
unless the Committee in its sole discretion shall determine otherwise in a fair
and uniform manner. For the purpose of determining Fair Market Value, the
"Closing Price" of the Common Stock on any business day shall be (i) if the
Common Stock is listed or admitted for trading on any United States national
securities exchange, or if actual transactions are otherwise reported on a
consolidated transaction reporting system, the last reported sale price of
Common Stock on such exchange or reporting



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system, as reported in any newspaper of general circulation, (ii) if the Common
Stock is quoted on the National Association of Securities Dealers Automated
Quotations System ("NASDAQ"), or any similar system of automated dissemination
of quotations of securities prices in common use, the last reported sale price
of Common Stock on NASDAQ or such system, or (iii) if neither clause (i) or (ii)
is applicable, the mean between the high bid and low asked quotations for the
Common Stock as reported by the National Quotation Bureau, Incorporated if at
least two securities dealers have inserted both bid and asked quotations for
Common Stock on at least five of the ten preceding days. If neither (i), (ii) or
(iii) above is applicable, then Fair Market Value shall be determined in good
faith by the Committee or the Board in a fair and uniform manner.

         (j) "Grant" shall mean the agreement between the Company and the
Optionee for the grant of an Option.

         (k) "Incentive Stock Option" shall mean an incentive stock option as
defined in Section 422 of the Code.

         (l) "Non-Employee Director" shall mean a member of the Board who is not
an employee of the Company or a Subsidiary.

         (m) "Non-Qualified Stock Option" shall mean an Option which is not an
Incentive Stock Option.

         (n) "Officer" shall mean the Company's president, principal financial
officer, principal accounting officer (or, if there is no such accounting
officer, the controller), any vice-president of the Company in charge of a
principal business unit, division or function (such as sales, administration or
finance), any other officer who performs a policy-making function, or any other
person who performs similar policy-making functions for the Company. Officers of
Subsidiaries shall be deemed Officers of the Company if they perform such
policy-making functions for the Company. As used in this paragraph, the phrase
"policy-making function" does not include policy-making functions that are not
significant. Unless specified otherwise in a resolution by the Board, an
"executive officer" pursuant to Item 401(b) of Regulation S-K (17 C.F.R.
Section. 229.401(b)) shall be only such person designated as an "Officer"
pursuant to the foregoing provisions of this paragraph.

         (o) "Option" (when capitalized) shall mean any option granted under
this Plan.

         (p) "Optionee" shall mean a person to whom a stock option is granted
under this Plan or any person who succeeds to the rights of such person under
this Plan by reason of the death of such person.

         (q) "Outside Director" shall mean a member of the Board who qualifies
as an "outside director" under Code Section 162(m) and the regulations
thereunder and as a "Non-Employee Director" under Rule 16b-3 promulgated under
the Securities Exchange Act.

         (r) "Plan" shall mean this Stock Option Plan for the Company.




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         (s) "Securities Exchange Act" shall mean the Securities Exchange Act of
1934, as amended.

         (t) "Share(s)" shall mean a share or shares of the Common Stock.

         (u) "Subsidiary" shall mean any corporation (other than the Company) in
any unbroken chain of corporations beginning with the Company if, at the time of
the granting of the Option, each of the corporations other than the last
corporation in the unbroken chain owns stock possessing 50 percent or more of
the total combined voting power of all classes of stock in one of the other
corporations in such chain.

3. SHARES AND OPTIONS. The Committee or the Board may grant to Optionees from
time to time Options to purchase an aggregate of up to 8,000,000 Shares from
authorized and unissued Shares. If any Option granted under the Plan shall
terminate, expire, or be canceled or surrendered as to any Shares, new Options
may thereafter be granted covering such Shares.

4. INCENTIVE AND NON-QUALIFIED OPTIONS. An Option granted hereunder shall be
either an Incentive Stock Option or a Non-Qualified Stock Option as determined
by the Committee or the Board at the time of grant of such Option and shall
clearly state whether it is an Incentive Stock Option or a Non-Qualified Stock
Option. All Incentive Stock Options shall be granted within 10 years from the
effective date of this Plan. Incentive Stock Options may not be granted to any
person who is not an employee of the Company or any Subsidiary.

5. DOLLAR LIMITATION. Options otherwise qualifying as Incentive Stock Options
hereunder will not be treated as Incentive Stock Options to the extent that the
aggregate Fair Market Value (determined at the time the Option is granted) of
the Shares, with respect to which Options meeting the requirements of Code
Section 422(b) are exercisable for the first time by any individual during any
calendar year (under all plans of the Company and any Subsidiary as defined in
Code Section 424), exceeds $100,000.

6. CONDITIONS FOR GRANT OF OPTIONS.

         (a) Each Option shall be evidenced by an option Grant that may contain
any term deemed necessary or desirable by the Committee or the Board, provided
such terms are not inconsistent with this Plan or any applicable law. The
Optionees shall be (i) those persons selected by the Committee or the Board from
the class of all regular employees of the Company or its Subsidiaries, including
Employee Directors and Officers who are regular employees of the Company and
(ii) Non-Employee Directors. Any person who files with the Committee, in a form
satisfactory to the Committee, a written waiver of eligibility to receive any
Option under this Plan shall not be eligible to receive any Option under this
Plan for the duration of such waiver.

         (b) In granting Options, the Committee or the Board shall take into
consideration the contribution the person has made to the success of the Company
or its Subsidiaries and such other factors as the Committee or the Board shall
determine. The Committee or the Board shall also have the authority to consult
with and receive recommendations from officers and other personnel of the
Company and its Subsidiaries with regard to these matters. The Committee or




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the Board may from time to time in granting Options under the Plan prescribe
such other terms and conditions concerning such Options as it deems appropriate,
including, without limitation, (i) prescribing the date or dates on which the
Option becomes exercisable, (ii) providing that the Option rights accrue or
become exercisable in installments over a period of years, or upon the
attainment of stated goals or both, or (iii) relating an Option to the continued
employment of the Optionee for a specified period of time, provided that such
terms and conditions are not more favorable to an Optionee than those expressly
permitted herein.

         (c) The Options granted to employees under this Plan shall be in
addition to regular salaries, pension, life insurance or other benefits related
to their employment with the Company or its Subsidiaries. Neither the Plan nor
any Option granted under the Plan shall confer upon any person any right to
employment or continuance of employment by the Company or its Subsidiaries.

         (d) Notwithstanding any other provision of this Plan, an Incentive
Stock Option shall not be granted to any person owning directly or indirectly
(through attribution under Section 424(d) of the Code) at the date of grant,
stock possessing more than 10% of the total combined voting power of all classes
of stock of the Company (or of its parent or subsidiary corporation (as defined
in Section 424 of the Code) at the date of grant) unless the option price of
such Option is at least 110% of the Fair Market Value of the Shares subject to
such Option on the date the Option is granted, and such Option by its terms is
not exercisable after the expiration of five years from the date such Option is
granted.

         (e) Notwithstanding any other provision of this Plan, and in addition
to any other requirements of this Plan, the aggregate number of shares with
respect to which Options may be granted under the Plan to any one Director,
Officer or employee shall not exceed 250,000 in any calendar year, and the
aggregate number of shares with respect to which Incentive Stock Options may be
granted under the Plan shall not exceed 3,250,000.

7. OPTION PRICE. The option price per Share of any Option shall be any price
determined by the Committee or the Board but shall not be less than the par
value per Share; provided, however, that in no event shall the option price per
Share of any Incentive Stock Option or any Option granted pursuant to paragraph
(a) of Section 15 of this Plan be less than the Fair Market Value of the Shares
underlying such Option on the date such Option is granted.

8. EXERCISE OF OPTIONS. An Option shall be deemed exercised when (i) the Company
has received written notice of such exercise in accordance with the terms of the
Option, (ii) full payment of the aggregate option price of the Shares as to
which the Option is exercised has been made, and (iii) arrangements that are
satisfactory to the Committee or the board in its sole discretion have been made
for the Optionee's payment to the Company of the amount that is necessary for
the Company or Subsidiary employing the Optionee to withhold in accordance with
applicable Federal or state tax withholding requirements. The consideration to
be paid for the Shares to be issued upon exercise of an Option, including the
method of payment, shall be determined by the Committee or the Board and may
consist of cash, certified or official bank check, money order, or if and to the
extent permitted by the Committee or the Board, (x) Shares held by the Optionee
for at least six (6) months (or such other Shares as the Company determines will
not cause the




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Company to realize a financial accounting change), (y) the withholding of Shares
issuable upon exercise of the Option, or (z) by any form of cashless exercise
procedure approved by the Committee or the Board, or in such other consideration
as the Committee or the Board deems appropriate, or by a combination of the
above. The Committee or the Board in its sole discretion may accept a personal
check in full or partial payment of any Shares. If the exercise price is paid in
whole or in part with Shares, or through the withholding of Shares issuable upon
exercise of the Option, the value of the Shares surrendered shall be their Fair
Market Value on the date the Option is exercised. The Company in its sole
discretion may, on an individual basis or pursuant to a general program
established in connection with this Plan, lend money to an Optionee, guarantee a
loan to an Optionee, or otherwise assist an Optionee to obtain the cash
necessary to exercise all or a portion of an Option granted hereunder or to pay
any tax liability of the Optionee attributable to such exercise. If the exercise
price is paid in whole or part with Optionee's promissory note, such note shall
(i) provide for full recourse to the maker, (ii) be collateralized by the pledge
of the Shares that the Optionee purchases upon exercise of such Option, (iii)
bear interest at the prime rate of the Company's principal lender, and (iv)
contain such other terms as the Board in its sole discretion shall reasonably
require. No Optionee shall be deemed to be a holder of any Shares subject to an
Option unless and until a stock certificate or certificates for such Shares are
issued to such person(s) under the terms of this Plan. No adjustment shall be
made for dividends (ordinary or extraordinary, whether in cash, securities or
other property) or distributions or other rights for which the record date is
prior to the date such stock certificate is issued, except as expressly provided
in Section 10 hereof.

9. EXERCISABILITY OF OPTIONS. Any Option shall become exercisable in such
amounts, at such intervals and upon such terms as the Committee or the Board
shall provide in such Option, except as otherwise provided in this Section 9.

         (a) The expiration date of an Option shall be determined by the
Committee or the Board at the time of grant, but in no event shall an Option be
exercisable after the expiration of 10 years from the date of grant of the
Option.

         (b) Unless otherwise provided in any Option, each outstanding Option
shall become immediately fully exercisable in the event of a "Change in Control"
or in the event that the Committee or the Board exercises its discretion to
provide a cancellation notice with respect to the Option pursuant to Section
10(b) hereof. For this purpose, the term "Change in Control" shall mean the
approval by the shareholders of the Company of a reorganization, merger,
consolidation or other form of corporate transaction or series of transactions,
in each case, with respect to which persons who were the shareholders of the
Company immediately prior to such reorganization, merger or consolidation or
other transaction do not, immediately thereafter, own more than 50% of the
combined voting power entitled to vote generally in the election of directors of
the reorganized, merged or consolidated company's then outstanding voting
securities, or a liquidation or dissolution of the Company or the sale of all or
substantially all of the assets of the Company (unless such reorganization,
merger, consolidation or other corporate transaction, liquidation, dissolution
or sale is subsequently abandoned).

         (c) The Committee or the Board may in its sole discretion accelerate
the date on which any Option may be exercised and may accelerate the vesting of
any Shares subject to any Option.




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10. TERMINATION OF OPTION PERIOD.

         (a) Unless otherwise provided in any Grant, the unexercised portion of
any Option, other than an Option granted pursuant to Section 15 hereof, shall
automatically and without notice terminate and become null and void at the time
of the earliest to occur of the following:

                  (i) unless otherwise provided in any Grant, three months after
         the date on which the Optionee's employment is terminated for any
         reason other than by reason of (A) Cause, which, solely for purposes of
         this Plan, shall mean the termination of the Optionee's employment by
         reason of the Optionee's willful misconduct or gross negligence, (B) a
         mental or physical disability (within the meaning of Code Section
         22(e)) as determined by a medical doctor satisfactory to the Committee
         or the Board, or (C) death;

                  (ii) immediately upon the termination of the Optionee's
         employment for Cause;

                  (iii) one year after the date on which the Optionee's
         employment is terminated by reason of a mental or physical disability
         (within the meaning of Code Section 22(e)) as determined by a medical
         doctor satisfactory to the Committee or the Board; or

                  (iv) (A) twelve months after the date of termination of the
         Optionee's employment by reason of death of the Optionee, or (B) three
         months after the date on which the Optionee shall die if such death
         shall occur during the one year period specified in Subsection
         10(a)(iii) hereof.

All references herein to the termination of the Optionee's employment shall, in
the case of an Optionee who is not an employee of the Company or a Subsidiary,
refer to the termination of the Optionee's service with the Company.

         (b) The Committee in its sole discretion may by giving written notice
("cancellation notice") cancel, effective upon the date of the consummation of
any corporate transaction described in Section 9(b) hereof or of any
reorganization, merger, consolidation or other form of corporate transaction in
which the Company does not survive, any Option that remains unexercised on such
date. Such cancellation notice shall be given a reasonable period of time prior
to the proposed date of such cancellation and may be given either before or
after approval of such corporate transaction.

11. ADJUSTMENT OF SHARES.

         (a) If at any time while the Plan is in effect or unexercised Options
are outstanding, there shall be any increase or decrease in the number of issued
and outstanding Shares through the declaration of a stock dividend or through
any recapitalization resulting in a stock split-up, combination or exchange of
Shares, then and in such event:



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                  (i) appropriate adjustment shall be made in the maximum number
         of Shares available for grant under the Plan, or available for grant to
         any person under the Plan, so that the same percentage of the Company's
         issued and outstanding Shares shall continue to be subject to being so
         optioned; and

                  (ii) appropriate adjustment shall be made in the number of
         Shares and the exercise price per Share thereof then subject to any
         outstanding Option, so that the same percentage of the Company's issued
         and outstanding Shares shall remain subject to purchase at the same
         aggregate exercise price.

         (b) Subject to the specific terms of any Option, the Committee or the
Board may change the terms of Options outstanding under this Plan, with respect
to the option price or the number of Shares subject to the Options, or both,
when, in the Committee's or the Board's sole discretion, such adjustments become
appropriate so as to preserve but not increase benefits under the Plan.

         (c) Except as otherwise expressly provided herein, the issuance by the
Company of shares of its capital stock of any class, or securities convertible
into shares of capital stock of any class, either in connection with direct sale
or upon the exercise of rights or warrants to subscribe therefor, or upon
conversion of shares or obligations of the Company convertible into such shares
or other securities, shall not affect, and no adjustment by reason thereof shall
be made with respect to the number of or exercise price of Shares then subject
to outstanding Options granted under the Plan.

         (d) Without limiting the generality of the foregoing, the existence of
outstanding Options granted under the Plan shall not affect in any manner the
right or power of the Company to make, authorize or consummate (i) any or all
adjustments, recapitalizations, reorganizations or other changes in the
Company's capital structure or its business; (ii) any merger or consolidation of
the Company; (iii) any issue by the Company of debt securities, or preferred or
preference stock that would rank above the Shares subject to outstanding
Options; (iv) the dissolution or liquidation of the Company; (v) any sale,
transfer or assignment of all or any part of the assets or business of the
Company; or (vi) any other corporate act or proceeding, whether of a similar
character or otherwise.

12. TRANSFERABILITY OF OPTIONS AND SHARES.

         (a) No Incentive Stock Option, and unless the prior written consent of
the Committee or the Board is obtained and the transaction does not violate the
requirements of Rule 16B-3 promulgated under the Securities Exchange Act no
Non-Qualified Stock Option, shall be subject to alienation, assignment, pledge,
charge or other transfer other than by the Optionee by will or the laws of
descent and distribution, and any attempt to make any such prohibited transfer
shall be void. Each Option shall be exercisable during the Optionee's lifetime
only by the Optionee, or in the case of a Non-Qualified Stock Option that has
been assigned or transferred with the prior written consent of the Committee or
the Board, only by the permitted assignee.

         (b) Unless the prior written consent of the Committee or the Board is
obtained and the transaction does not violate the requirements of Rule 16B-3
promulgated under the Securities




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Exchange Act, no Shares acquired by an Officer or Director pursuant to the
exercise of an Option may be sold, assigned, pledged or otherwise transferred
prior to the expiration of the six-month period following the date on which the
Option was granted.

13. ISSUANCE OF SHARES.

         (a) Notwithstanding any other provision of this Plan, the Company shall
not be obligated to issue any Shares unless it is advised by counsel of its
selection that it may do so without violation of the applicable Federal and
state laws pertaining to the issuance of securities, and may require any stock
so issued to bear a legend, may give its transfer agent instructions, and may
take such other steps, as in its judgment are reasonably required to prevent any
such violation.

         (b) As a condition of any sale or issuance of Shares upon exercise of
any Option, the Committee or the Board may require such agreements or
undertakings, if any, as the Committee or the Board may deem necessary or
advisable to facilitate compliance with any such law or regulation including,
but not limited to, the following:

                  (i) a representation and warranty by the Optionee to the
         Company, at the time any Option is exercised, that he is acquiring the
         Shares to be issued to him for investment and not with a view to, or
         for sale in connection with, the distribution of any such Shares; and

                  (ii) a representation, warranty and/or agreement to be bound
         by any legends endorsed upon the certificate(s) for such shares that
         are, in the opinion of the Committee or the Board, necessary or
         appropriate to facilitate compliance with the provisions of any
         securities law deemed by the Committee or the Board to be applicable to
         the issuance and transfer of such Shares.

14. ADMINISTRATION OF THE PLAN.

         (a) The Plan shall be administered by a committee appointed by the
Board (the "Committee") which shall be composed of two or more Directors all of
whom shall be Outside Directors. The membership of the Committee shall be
constituted so as to comply at all times with the applicable requirements of
Rule 16B-3 promulgated under the Securities Exchange Act and Section 162(m) of
the Internal Revenue Code. The Committee shall serve at the pleasure of the
Board and shall have the powers designated herein and such other powers as the
Board may from time to time confer upon it.

         (b) The Board may grant Options pursuant to any persons to whom options
may be granted under Section 6(a) hereof.

         (c) The Committee or the Board, from time to time, may adopt rules and
regulations for carrying out the purposes of the Plan. The determinations by the
Committee or the Board and the interpretation and construction of any provision
of the Plan or any Option by the Committee or the Board, shall be final and
conclusive.




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         (d) Any and all decisions or determinations of the Committee shall be
made either (i) by a majority vote of the members of the Committee at a meeting
or (ii) without a meeting by the unanimous written approval of the members of
the Committee.

15. GRANTS TO NON-EMPLOYEE DIRECTORS.

         (a) Each Non-Employee Director that is not affiliated with any
beneficial owner of more than 10% of the Company's Common Stock will receive on
the date of his or her appointment as a Director, an Option to purchase 5,000
shares of Common Stock, which Option will become fully exercisable on the first
anniversary of its grant. The per share exercise price of all Options granted to
Non-Employee Directors pursuant to this Section 15(a) will be equal to the Fair
Market Value of the Shares underlying such Option on the date such Option is
granted. The unexercised portion of any Option granted pursuant to this Section
15(a) shall become null and void three months after the date on which such
Non-Employee Director ceases to be a Director for any reason.

         (b) In addition to Options granted to Non-Employee Directors pursuant
to Section 15(a), the Board may grant Options to Non-Employee Directors pursuant
to Section 6, subject to the provisions of the Plan generally applicable to
Options granted pursuant to Section 6.

16. WITHHOLDING OR DEDUCTION FOR TAXES. If at any time specified herein for the
making of any issuance or delivery of any Option or Common Stock to any Optionee
or beneficiary, any law or regulation of any governmental authority having
jurisdiction in the premises shall require the Company to withhold, or to make
any deduction for, any taxes or take any other action in connection with the
issuance or delivery then to be made, such issuance or delivery shall be
deferred until such withholding or deduction shall have been provided for by the
Optionee or beneficiary, or other appropriate action shall have been taken.

17. INTERPRETATION.

         (a) As it is the intent of the Company that the Plan comply in all
respects with Rule 16B-3 promulgated under the Securities Exchange Act ("Rule
16B-3"), any ambiguities or inconsistencies in construction of the plan shall be
interpreted to give effect to such intention, and if any provision of the Plan
is found not to be in compliance with Rule 16B-3, such provision shall be deemed
null and void to the extent required to permit the Plan to comply with Rule
16B-3. The Committee or the Board may from time to time adopt rules and
regulations under, and amend, the Plan in furtherance of the intent of the
foregoing.

         (b) The Plan shall be administered and interpreted so that all
Incentive Stock Options granted under the Plan will qualify as Incentive Stock
Options under section 422 of the Internal Revenue Code. If any provision of the
Plan should be held invalid for the granting of Incentive Stock Options or
illegal for any reason, such determination shall not affect the remaining
provisions hereof, but instead the Plan shall be construed and enforced as if
such provision had never been included in the Plan.

         (c) This Plan shall be governed by the laws of the State of Florida.




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         (d) Headings contained in this Plan are for convenience only and shall
in no manner be construed as part of this Plan.

         (e) Any reference to the masculine, feminine, or neuter gender shall be
a reference to such other gender as is appropriate.

18. AMENDMENT AND DISCONTINUATION OF THE PLAN. The Committee or the Board may
from time to time amend, suspend or terminate the Plan or any Option; provided,
however, that, any amendment to the Plan shall be subject to the approval of the
Company's shareholders if such shareholder approval is required by any federal
or state law or regulation (including, without limitation, Rule 16B-3 or to
comply with Section 162(m) of the Internal Revenue Code) or the rules of any
Stock exchange or automated quotation system on which the Common Stock may then
be listed or granted. Except to the extent provided in Sections 9 and 10 hereof,
no amendment, suspension or termination of the Plan or any Option issued
hereunder shall substantially impair the rights or benefits of any Optionee
pursuant to any Option previously granted without the consent of the Optionee.

19. AMENDED AND RESTATED EFFECTIVE DATE AND TERMINATION DATE. The Effective Date
of the Amended and Restated Plan shall be the date on which the Board adopts
this Amendment and Restatement of the Plan. The Plan shall terminate on the 10th
anniversary of the original Effective Date.





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