ARDENT HEALTH SERVICES LLC
EX-10.1  OPTIONS AND UNIT PURCHASE PLAN
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>2
<FILENAME>g89244exv10w1.txt
<DESCRIPTION>EX-10.1  OPTIONS AND UNIT PURCHASE PLAN
<TEXT>
<PAGE>
                                                                    EXHIBIT 10.1


                           FOURTH AMENDED AND RESTATED
                 ARDENT HEALTH SERVICES LLC AND ITS SUBSIDIARIES
                    OPTION AND RESTRICTED UNIT PURCHASE PLAN

         Section 1. Purpose. The purpose of the Ardent Health Services LLC and
its Subsidiaries Option and Restricted Unit Purchase Plan (the "Plan") is to
promote the interests of Ardent Health Services LLC, a Delaware limited
liability company (the "Company"), and any Subsidiary thereof and the interests
of the Company's members by providing an opportunity to selected employees,
officers, members of the Board and consultants of the Company and its
Subsidiaries as of the date of the adoption of the Plan or at any time
thereafter to purchase Units of the Company. By encouraging such ownership, the
Company seeks to attract, retain and motivate such employees and other persons
and to encourage such employees and other persons to devote their best efforts
to the business and financial success of the Company. It is intended that this
purpose will be effected by the granting of "non-qualified options" to acquire
Common Units of the Company and/or by the granting of rights to purchase Units
of the Company on a restricted or unrestricted unit basis. Under the Plan, the
Committee shall have the authority (in its sole discretion) to grant equity
options, the taxation of which is intended to be subject to the principles of
Treasury Regulation Section 1.83-7 or any successor regulation thereto, or
restricted or unrestricted unit awards. This Plan and the Units issuable
hereunder are subject to the terms and conditions of the LLC Agreement, and in
the event of any conflict between the provisions of the LLC Agreement and this
Plan, the LLC Agreement shall govern. This Plan is intended to comply with
Section 25102(o) of the California Corporations Code. Any provision of this Plan
which is inconsistent with Section 25102(o) shall, without further act or
amendment by the Board, be reformed to comply with the requirements of Section
25102(o).

         Section 2. Definitions. For purposes of the Plan, the following terms
used herein shall have the following meanings, unless a different meaning is
clearly required by the context:

         2.1. "Award" shall mean an award (other than an Option) of the right to
purchase Units granted under the provisions of Section 7 of the Plan.

         2.2. "Board" shall mean the Company's Board of Managers.

         2.3. "Code" shall mean the Internal Revenue Code of 1986, as amended.

         2.4. "Committee" shall mean the committee of the Board referred to in
Section 5 hereof; provided, that if no such committee is appointed by the Board,
the Board shall have all of the authority and obligations of the Committee under
the Plan.

         2.5. "Common Unit" shall mean the Common Units of the Company as
defined in the LLC Agreement.


<PAGE>

         2.6. "Employee" shall mean any person employed by, or performing
services for, the Company or any Parent or Subsidiary of the Company, including,
without limitation, officers, Managers, employees and consultants.

         2.7. "employment" or "employ" (or words of similar import) shall mean,
in the case of an employee of the Company or any Subsidiary, the employment
relationship of such employee and, in the case of a Manager or consultant of the
Company or any Subsidiary, the service relationship of such Manager or
consultant.

         2.8. "LLC Agreement" shall mean the Ardent Health Services LLC Limited
Liability Company Agreement dated August 3, 2001, as the same may be modified,
restated or amended from time to time.

         2.9. "Managers" shall have the meaning set forth in the LLC Agreement.

         2.10. "Non-Qualified Option" shall mean an Option granted to a
Participant pursuant to the Plan that is intended to be, and qualifies as, an
equity option, the taxation of which is intended to be subject to the principles
of Treasury Regulation Section 1.83-7 or any successor regulation thereto and
that shall not constitute or be treated as an "incentive stock option" as
defined in Section 422(b) of the Code.

         2.11. "Option" shall mean any Non-Qualified Option granted to an
Employee pursuant to the Plan.

         2.12. "Participant" shall mean any Employee to whom an Award and/or an
Option is granted under the Plan.

         2.13. "Parent" of the Company shall have the meaning set forth in
Section 424(e) of the Code.

         2.14. "Preferred Unit" shall mean the 8% Cumulative Redeemable
Preferred Units of the Company as defined in the LLC Agreement.

         2.15. "Specified Participant" shall mean (i) any officer, director or
manager of the Company or any of its affiliates or consultants to the Company or
its affiliates, and (ii) any Participant who is a resident of any state other
than California.

         2.16. "Subsidiary" of the Company shall have the meaning set forth in
Section 424(f) of the Code.

         2.17. "Units" shall mean Common Units and/or Preferred Units.

         Section 3. Eligibility. Awards and/or Options may be granted to any
Employee. The Committee shall have the sole authority to select the persons to
whom Awards and/or Options are to be granted hereunder, and to determine whether
a person is


                                       2
<PAGE>

to be granted a Non-Qualified Option or an Award or any combination thereof. No
person shall have any right to participate in the Plan. Any person selected by
the Committee for participation during any one period will not by virtue of such
participation have the right to be selected as a Participant for any other
period.

         Section 4. Units Subject to the Plan.

         4.1. Number of Common Units. Subject to adjustment as provided in
Section 9 hereof, the total number of Common Units for which Options and/or
Awards may be granted under the Plan shall equal the sum of (i) 3,915,579 plus
(ii) 135,645, plus (iii) 250,000 for the grant of Awards of Common Units under
the Plan, plus (iv) 88,889 plus (v) an amount equal to twelve percent (12%) of
any Common Units issued by the Company after January 30, 2002, (other than
issuances attributable to the exercise of Options and grants of Awards under the
Plan) and before the closing of an underwritten initial public offering of the
Company's Common Units registered under the Securities Act of 1933, as amended,
for cash with net proceeds to the Company of at least $75,000,000, ("New Common
Units") but calculated without regard to Common Units issued pursuant to the
Subscription Agreement, dated as of September 25, 2001, among the Company,
Welsh, Carson, Anderson & Stowe IX, L.P. ("WCAS IX") and the several purchasers
listed on Annex I thereto, FFT Partners II, L.P., and BancAmerica Capital
Investors SBIC I, L.P. The determination of the number of Common Units available
for grant due to the issuance of New Common Units shall be calculated on a fully
diluted basis as follows:

                                X
                              ----- -- X = A
                               .88

                X = New Common Units, other than attributable to the
                    exercise of Options and grants of Awards under the Plan

                A = Additional number of Common Units for which Options and/or
                    Awards may be granted under the Plan

Notwithstanding the foregoing, at any such time as the offer and sale of
securities pursuant to the Plan are subject to compliance with Section
260.140.45 of Title 10 of the California Code of Regulations ("Section
260.140.45"), the total number of Common Units issuable upon the exercise of all
outstanding Options (together with options outstanding under any other option
plan of the Company) or issued pursuant to an Award and the total number of
Common Units provided for under any bonus or similar plan of the Company shall
not exceed thirty percent (30%) (or such other higher percentage limitation as
may be approved by the members of the Company as described in Section
260.140.45) of the then outstanding Common Units of the Company as calculated in
accordance with the conditions and exclusions of Section 260.140.45.

         4.2. Number of Preferred Units. The total number of Preferred Units for
which Awards may be granted under the Plan shall not exceed 48,182 Preferred
Units.


                                       3
<PAGE>

         4.3. Reissuance. The Units that may be subject to Options and/or Awards
granted under the Plan may be either authorized and unissued Units or Units
reacquired at any time and now or hereafter held in the Company's treasury as
the Committee may determine. In the event that any outstanding Option expires or
is terminated for any reason, the Common Units allocable to the unexercised
portion of such Option may again be subject to an Option and/or Award granted
under the Plan. If any Units issued or sold pursuant to an Award or the exercise
of an Option shall have been repurchased by the Company, then such Units may
again be subject to an Option and/or Award granted under the Plan.

         Section 5. Administration of the Plan.

         5.1. Administration. Subject to the proviso in Section 2.4 hereof, the
Plan shall be administered by a committee of the Board (the "Committee")
established by the Board and consisting of no less than two persons. In the
event the Company's equity securities are registered under Section 12 of the
Securities Exchange Act of 1934, as amended, each member of the Committee shall
be a "Non-Employee Director" within the meaning of Rule 16b-3 promulgated under
the Securities Exchange Act of 1934, as amended, and an "outside director"
within the meaning of Treasury Regulation Section 1.162-27(e)(3). The Committee
shall be appointed from time to time by, and shall serve at the pleasure of, the
Board.

         5.2. Grant of Options/Awards.

         (a) Options. Subject to Section 6 below, the Committee shall have the
sole authority and discretion under the Plan (i) to select the Employees who are
to be granted Options hereunder; (ii) to establish the number of Common Units
that may be subject to each Option; (iii) to determine the time and the
conditions subject to which Options may be exercised in whole or in part; (iv)
to determine the amount and the form of the consideration that may be used to
purchase Common Units upon exercise of any Option (including, without
limitation, the circumstances, if any, under which issued and outstanding Common
Units owned by a Participant may be used by the Participant to exercise an
Option); (v) to impose restrictions and/or conditions with respect to Common
Units acquired upon exercise of an Option; (vi) to determine the circumstances
under which Common Units acquired upon exercise of any Option may be subject to
repurchase by the Company; (vii) to determine the circumstances and conditions
subject to which Common Units acquired upon exercise of an Option may be sold or
otherwise transferred, including, without limitation, the circumstances and
conditions subject to which a proposed sale of Common Units acquired upon
exercise of an Option may be subject to the Company's right of first refusal (as
well as the terms and conditions of any such right of first refusal); (viii) to
establish a vesting provision for any Option relating to the time when (or the
circumstances under which) the Option may be exercised by a Participant,
including, without limitation, vesting provisions that may be contingent upon
(A) the Company's meeting specified financial goals, (B) a change of control of
the Company or (C) the occurrence of other specified events; (ix) to accelerate
the time when outstanding Options may be exercised and (x) to establish any
other terms, restrictions


                                       4
<PAGE>

and/or conditions applicable to any Option not inconsistent with the provisions
of the Plan.

         (b) Awards. Subject to Section 7 below, the Committee shall have the
sole authority and discretion under the Plan (i) to select the Employees who are
to be granted Awards hereunder; (ii) to determine the amount to be paid by a
Participant to acquire Units pursuant to an Award, which amount may be equal to,
more than, or less than 100% of the fair market value of such Units on the date
the Award is granted; (iii) to determine the time or times and the conditions
subject to which Awards may be made; (iv) to determine the time or times and the
conditions subject to which the Units subject to an Award are to become vested
and no longer subject to repurchase by the Company; (v) to establish transfer
restrictions and the terms and conditions on which any such transfer
restrictions with respect to Units acquired pursuant to an Award shall lapse;
(vi) to establish vesting provisions with respect to any Units subject to an
Award, including, without limitation, vesting provisions which may be contingent
upon (A) the Company's meeting specified financial goals, (B) a change of
control of the Company or (C) the occurrence of other specified events; (vii) to
determine the circumstances under which Units acquired pursuant to an Award may
be subject to repurchase by the Company; (viii) to determine the circumstances
and conditions subject to which any Units acquired pursuant to an Award may be
sold or otherwise transferred, including, without limitation, the circumstances
and conditions subject to which a proposed sale of Units acquired pursuant to an
Award may be subject to the Company's right of first refusal (as well as the
terms and conditions of any such right of first refusal); (ix) to determine the
form of consideration that may be used to purchase Units pursuant to an Award
(including, without limitation, the circumstances under which issued and
outstanding Units owned by a Participant may be used by the Participant to
purchase Units subject to an Award); (x) to accelerate the time at which any or
all restrictions imposed with respect to any Units subject to an Award will
lapse and (xi) to establish any other terms, restrictions and/or conditions
applicable to any Award not inconsistent with the provisions of the Plan.

         5.3. Interpretation. The Committee shall be authorized to interpret the
Plan and may, from time to time, adopt such rules and regulations, not
inconsistent with the provisions of the Plan, as it may deem advisable to carry
out the purposes of the Plan. The Committee's determination of fair market value
hereunder shall, to the extent required, comply with any requirements of the
California Corporations Code.

         5.4. Finality. The interpretation and construction by the Committee of
any provision of the Plan, any Option and/or Award granted hereunder or any
agreement evidencing any such Option and/or Award shall be final and conclusive
upon all parties.

         5.5. Expenses, Etc. All expenses and liabilities incurred by the
Committee in the administration of the Plan shall be borne by the Company. The
Committee may employ attorneys, consultants, accountants or other persons in
connection with the administration of the Plan. The Company, and its officers
and Managers, shall be entitled to rely upon the advice, opinions or valuations
of any such persons. No member of the Committee shall be liable for any action,
determination or


                                       5
<PAGE>

interpretation taken or made in good faith with respect to the Plan or any
Option and/or Award granted hereunder.

         5.6. Information. At least annually, copies of the Company's financial
statements for the just completed fiscal year shall be made available to each
holder of Options and purchaser of Units hereunder. The Company shall not be
required to provide such information to persons whose duties in connection with
the Company assure them access to equivalent information.

         Section 6. Terms and Conditions of Options.

         6.1. Non-Qualified Options. The terms and conditions of each
Non-Qualified Option granted under the Plan shall be specified by the Committee,
in its sole discretion, and shall be set forth in a written option agreement (a
"Non-Qualified Option Agreement") between the Company and the Participant in
such form as the Committee shall approve. The terms and conditions of each
Non-Qualified Option will be such (and each Non-Qualified Option Agreement shall
expressly so state) that each Non-Qualified Option issued hereunder shall not
constitute nor be treated as an "incentive stock option" as defined in Section
422(b) of the Code, but will be a "non-qualified option" for Federal, state and
local income tax purposes. The terms and conditions of any Non-Qualified Option
granted hereunder need not be identical to those of any other Non-Qualified
Option granted hereunder.

         Unless otherwise specified in a Non-Qualified Option Agreement with a
Specified Participant, the terms and conditions of each Non-Qualified Option
Agreement shall include the following:

         (a) The option exercise price for Non-Qualified Options shall be fixed
by the Committee, provided, however, that (i) the exercise price per Common Unit
shall be not less than eighty-five percent (85%) of the fair market value of a
Common Unit on the date such Non-Qualified Option is granted as determined in
good faith by the Committee and (ii) no Non-Qualified Option granted to a
Participant who on the date of grant owns securities possessing more than ten
percent (10%) of the total combined voting power of all classes of securities of
the Company or its parent or subsidiaries possessing voting power shall have an
exercise price per share less than one hundred ten percent (110%) of the fair
market value of a Common Unit on the effective date of such grant as determined
in good faith by the Committee.

         (b) The Committee shall fix the term of all Non-Qualified Options
granted pursuant to the Plan (including, without limitation, the date on which
such Non-Qualified Option shall expire and terminate). Such term may not be more
than ten years from the date on which such Non-Qualified Option is granted. Each
Non-Qualified Option shall be exercisable in such amount or amounts, under such
conditions (including, without limitation, provisions governing the rights to
exercise such Non-Qualified Option), and at such times or intervals or in such
installments as shall be determined by the Committee in its sole discretion,
provided, however, that Non-Qualified Options


                                       6

<PAGE>

granted to Participants (other than Specified Participants) shall become
exercisable at the rate of at least 20% per year over five years from the date
the Non-Qualified Option is granted to such Participant for so long as such
Participant remains an employee of the Company or any Parent or Subsidiary
thereof.

         (c) Non-Qualified Options shall not be transferable otherwise than by
will or the laws of descent and distribution, and during a Participant's
lifetime a Non-Qualified Option shall be exercisable only by the Participant.

         (d) The terms and conditions of each Non-Qualified Option shall include
the following provisions:

                  (i) In the event a Participant shall cease to be an Employee
         of the Company or any Subsidiary of the Company for any reason
         whatsoever other than as a result of the Participant's death or
         "disability" (within the meaning of Section 22(e)(3) of the Code), the
         unexercised portion of any Non-Qualified Option held by such
         Participant at that time may only be exercised within 90 days after the
         date on which the Participant ceased to be an Employee, and only to the
         extent that the Participant could have otherwise exercised such
         Non-Qualified Option as of the date on which he ceased to be an
         Employee.

                  (ii) In the event a Participant shall cease to be an Employee
         of the Company or any Subsidiary of the Company by reason of his
         "disability" (within the meaning of Section 22(e)(3) of the Code), the
         unexercised portion of any Non-Qualified Option held by such
         Participant at that time may only be exercised within one year after
         the date on which the Participant ceased to be an Employee, and only to
         the extent that the Participant could have otherwise exercised such
         Non-Qualified Option as of the date on which he ceased to be an
         Employee.

                  (iii) In the event a Participant shall die while an Employee
         of the Company or any Subsidiary of the Company (or within a period of
         one month after ceasing to be an Employee for any reason other than his
         "disability" (within the meaning of Section 22(e)(3) of the Code) or
         within a period of one year after ceasing to be an Employee by reason
         of such "disability"), the unexercised portion of any Non-Qualified
         Option held by such Participant at the time of his death may only be
         exercised within one year after the date of such Participant's death,
         and only to the extent that the Participant could have otherwise
         exercised such Non-Qualified Option at the time of his death. In such
         event, such Non-Qualified Option may be exercised by the executor or
         administrator of the Participant's estate or by any person or persons
         who shall have acquired the Non-Qualified Option directly from the
         Participant by bequest or inheritance.

         (e) To the extent that the Company or any Subsidiary thereof is
required to withhold any Federal, state or local taxes in respect of any
compensation income realized by any Participant in respect of a Non-Qualified
Option granted hereunder or in respect of any Common Units acquired upon
exercise of a Non-Qualified



                                       7
<PAGE>

Option, the Company or such Subsidiary shall deduct from any payments of any
kind otherwise due to such Participant the aggregate amount of such Federal,
state and local taxes required to be so withheld (which amount shall be the
minimum amount required to be withheld under applicable law) or, if such
payments are insufficient to satisfy such Federal, state and local taxes, or if
no such payments are due or to become due to such Participant, then, such
Participant will be required to pay to the Company or such Subsidiary, or make
other arrangements satisfactory to the Company or such Subsidiary regarding
payment to the Company or such Subsidiary of, the aggregate amount of any such
taxes. All matters with respect to the total amount of taxes to be withheld in
respect of any such compensation income shall be determined by the Committee, in
its sole discretion.

         Section 7. Terms and Conditions of Awards. The terms and conditions of
each Award granted under the Plan shall be specified by the Committee, in its
sole discretion, and shall be set forth in a writing delivered to the
Participant, in such form as the Committee shall approve. The terms and
provisions of any Award granted hereunder need not be identical to those of any
other Award granted hereunder.

         Unless otherwise specified in an agreement with a Specified
Participant, the terms and conditions of each Award shall include the following:

         (a) The amount to be paid by a Participant to acquire the Units
pursuant to an Award shall be fixed by the Committee, provided, however, that
(i) the purchase price per Common Unit shall be not less than eighty-five
percent (85%) of the fair market value of a Common Unit on the date such Award
is made as determined in good faith by the Committee and (ii) no Award made to a
Participant who on the date of such Award owns securities possessing more than
ten percent (10%) of the total combined voting power of all classes of
securities of the Company or its parent or subsidiaries possessing voting power
shall have a purchase price less than one hundred percent (100%) of the fair
market value of a Common Unit on the effective date of such Award as determined
in good faith by the Committee.

         (b) Each Award shall contain such vesting provisions, such transfer
restrictions and such other restrictions and conditions as the Committee, in its
sole discretion, may determine.

         (c) Certificates (if any) representing Units acquired pursuant to an
Award shall bear a legend referring to any restrictions imposed on such Units
and such other matters as the Committee may determine.

         (d) To the extent that the Company or such Subsidiary is required to
withhold any Federal, state or local taxes in respect of any compensation income
realized by the Participant in respect of an Award granted hereunder, in respect
of any Units acquired pursuant to an Award, or in respect of the vesting of any
such Units, then the Company or such Subsidiary shall deduct from any payments
of any kind otherwise due to such Participant the aggregate amount of such
Federal, state and local taxes required to


                                       8

<PAGE>

be so withheld (which amount shall be the minimum amount required to be withheld
under applicable law), or if such payments are insufficient to satisfy such
Federal, state and local taxes, or if no such payments are due or to become due
to such Participant, then such Participant will be required to pay to the
Company or such Subsidiary, or make other arrangements satisfactory to the
Company or such Subsidiary regarding payment to the Company or such Subsidiary
of, the aggregate amount of any such taxes. All matters with respect to the
total amount of taxes to be withheld in respect of any such compensation income
shall be determined by the Committee, in its sole discretion.

         (e) Any Award may provide (i) that the recipient of such Award must
make an election with respect to such Award under Section 83(b) of the Code and
(ii) that the failure to duly make such an election within 30 days of the
receipt of the Units underlying such Award shall result in the rescission of
such Award and of the purchase of such Unit.

         Section 8. Company's Right and Option to Repurchase Units.

         The terms of each Option shall include the following:

         (a) In the event that a Participant ceases to be employed by the
Company or any Subsidiary of the Company for any reason (including, without
limitation, as a result of such Participant's death, disability, incapacity,
retirement, resignation or dismissal with or without cause), the Company shall
have the right and option, but not the obligation, to repurchase from such
Participant (or in the case of such Participant's death, such Participant's
legal representative) any or all of the Units purchased by such Participant (or
in the case of such Participant's death, such Participant's legal
representative) within the time periods specified in Sections 8(e) and 8(f)
below.

         (b) If a Participant's employment is terminated for "cause" and the
Company exercises the right and option described in Section 8(a) above, the
Company shall pay to such Participant as the purchase price for such Units (the
"Purchase Price") (i) if such Participant is a Specified Participant, an amount
per unit equal to the lesser of the fair market value thereof as of the date
such Participant ceased to be so employed by the Company or any Subsidiary of
the Company and the original purchase price such Participant paid for the Units
(the "Original Price") and (ii) if such Participant is not a Specified
Participant, an amount per unit equal to the Original Price.

         For purposes of this Plan the term "cause" for termination shall mean:
(1) with respect to any Participant who has an employment agreement with the
Company or any Subsidiary thereof, "cause" as defined in such employment
agreement and (2) with respect to any Participant who does not have an
employment agreement with the Company or any Subsidiary thereof, (i) conviction
of having committed a felony, (ii) determination by the Board that such
Participant has committed acts of dishonesty or moral turpitude, (iii) failure
by such Participant to follow the reasonable directives of the Board or (iv)
gross negligence or willful misconduct by such Participant in the


                                       9
<PAGE>

performance of such Participant's duties of employment.

         (c) If a Participant's employment is terminated for any reason other
than "cause" and the Company exercises the right and option described in Section
8(a) above, the Company shall pay to such Participant as the Purchase Price, an
amount per Unit equal to the fair market value thereof as of the date of such
termination.

         (d) Fair market value of Units will be determined in good faith by the
Board on a basis consistent with the manner of determining the fair market value
of the Company's equity securities for purposes of offering of the Company's
equity securities to equity investors.

         (e) The Company may exercise the right and option described in Section
8(a) above with respect to Units held by a Specified Participant by giving such
Specified Participant (or in the case of such Specified Participant's death,
such Specified Participant's legal representative) a written notice of election
to purchase at any time within 60 days after the date (i) that such Specified
Participant's employment ceases, in the event such Participant (A) has owned the
Units to be repurchased for at least six months or (B) has been terminated for
"cause", or (ii) that is the six month anniversary after such Specified
Participant acquired the Units to be repurchased, in the event such Specified
Participant has not owned the Units for at least six months as of the date such
Specified Participant ceased to be so employed and such Specified Participant's
employment was terminated for any reason other than "cause." The notice of
election shall specify the number of Units to be purchased and the Purchase
Price for such Units. In the event that a Specified Participant (or in the case
of such Specified Participant's death, such Specified Participant's legal
representative) exercises an Option and acquires any additional Units on any
date after the date such notice of election is provided by the Company, then the
Company may again exercise the right and option described in Section 8(a) above
by giving such Specified Participant (or in the case of such Specified
Participant's death, such Specified Participant's legal representative) a
written notice of election to purchase at any time within 60 days after the date
of such exercise, which notice of election shall specify the number of Units to
be purchased and the Purchase Price for such Units.

         (f) The Company may exercise the right and option described in Section
8(a) above with respect to a Participant (other than a Specified Participant) by
giving such Participant (or in the case of such Participant's death, such
Participant's legal representative) a written notice of election to purchase at
any time within (x) 90 days after the date that such Participant's employment
terminates or, in the case of Units issued upon exercise of Options after the
date of termination, (y) 90 days after the date of such exercise. The notice of
election shall specify the number of Units to be purchased and the Purchase
Price for such Units. Notwithstanding anything in this Section 8 to the
contrary, the Company's right and option to purchase Units from Participants
(other than Specified Participants) as described in Section 8(b)(ii) above (i)
shall lapse at the rate of twenty percent (20%) of the Common Units subject to
such repurchase right per year over the five years from the date the Option is
granted (without respect to the date the


                                       10
<PAGE>

Option was exercised or became exercisable) and (ii) shall terminate in the
event the Company's equity securities become publicly traded.

         (g) The closing for the purchase by the Company of Units pursuant to
the provisions of this Section 8 will take place at the offices of the Company
on the date specified in the written notice of election with respect to such
Units, which date shall be a business day not later than 30 days after the date
such notice is given. At such closing, such Participant will deliver such Units,
duly endorsed for transfer, against payment in cash of the Purchase Price
thereof.

         (h) In the event that the Company chooses not to exercise its right and
option under Section 8(a) hereof, with respect to any Unit, such Unit shall
thereafter cease to be subject to the repurchase provisions of this Section 8.

         Section 9. Adjustments. (a) In the event that, after the adoption of
the Plan by the Board, the outstanding Units shall be increased or decreased or
changed into or exchanged for a different number or kind of equity interests or
other securities of the Company or of another entity, in each such case through
reorganization, merger or consolidation, recapitalization, reclassification,
stock split, split-up, combination or exchange of units or declaration of any
dividends or other distribution payable in Units, the Committee in good faith
shall, subject to the provisions of Section 9(c) below if the circumstances
therein specified are applicable, appropriately adjust (i) the number of Common
Units (and the option price per Common Unit) subject to the unexercised portion
of any outstanding Option (to the nearest possible full Common Unit), (ii) the
number of Units to be acquired pursuant to an Award which have not become
vested, and (iii) the number of Units for which Options and/or Awards may be
granted under the Plan, as set forth in Section 4.1 hereof, and such adjustments
shall be effective and binding for all purposes of the Plan.

         (b) If any capital reorganization or reclassification of the Common
Units of the Company or any consolidation or merger of the Company with another
entity, or the sale of all or substantially all its assets to another entity,
shall be effected in such a way that holders of Common Units shall be entitled
to receive stock, securities or assets with respect to or in exchange for Common
Units, then, subject to the provisions of Section 9(c) below if the
circumstances therein specified are applicable, each holder of an Option shall
thereafter have the right to purchase, upon the exercise of the Option in
accordance with the terms and conditions specified in the option agreement
governing such Option and in lieu of the Common Units immediately theretofore
receivable upon the exercise of such Option, such shares of stock, securities or
assets (including, without limitation, cash) as may be issued or payable with
respect to or in exchange for a number of outstanding Common Units equal to the
number of Common Units immediately theretofore so receivable had such
reorganization, reclassification, consolidation, merger or sale not taken place.

         (c) Notwithstanding Sections 9(a) and 9(b) hereof, in the event of (i)
any offer to holders of the Common Units generally relating to the acquisition
of all or


                                       11
<PAGE>

substantially all of their Common Units, including, without limitation, through
purchase, merger or otherwise, or (ii) any proposed transaction generally
relating to the acquisition of substantially all of the assets or business of
the Company (herein sometimes referred to as an "Acquisition"), the Board may,
in its sole discretion, cancel any outstanding Options and pay or deliver, or
cause to be paid or delivered, to the holder thereof an amount in cash or
securities having a value (as determined by the Board acting in good faith)
equal to the product of (A) the number of Common Units that, as of the date of
the consummation of such Acquisition, the holder of such Option had become
entitled to purchase (and had not purchased) multiplied by (B) the amount, if
any, by which (1) the formula or fixed price per Common Unit paid to holders of
Common Units pursuant to such Acquisition exceeds (2) the option price
applicable to such Common Units.

         Section 10. Effect of the Plan on Employment Relationship; Grants to
Employees of Subsidiaries. (a) Neither the Plan nor any Option and/or Award
granted hereunder to a Participant shall be construed as conferring upon such
Participant any right to continue in the employ of (or otherwise provide
services to) the Company or any Subsidiary of the Company, or limit in any
respect the right of the Company or any Subsidiary of the Company to terminate
such Participant's employment or other relationship with the Company or any
Subsidiary, as the case may be, at any time.

         (b) In the event of the exercise of any Option and/or Award under the
Plan by an employee of any Subsidiary of the Company, it is understood (i) that
the Units to be acquired pursuant to such exercise shall be deemed to have been
transferred from the Company to such Subsidiary at the time of such exercise and
from such Subsidiary to such employee, (ii) that the exercise price or other
consideration payable by such employee to the Company in respect of such Option
and/or Award shall be deemed to have been paid by such employee to such
Subsidiary and by such Subsidiary to the Company and (iii) that at the time of
any such exercise, such Subsidiary shall pay to the Company an amount of cash
equal to the excess of the fair market value of such Units over such exercise
price or other consideration.

         Section 11. Amendment of the Plan. The Board may amend the Plan from
time to time as it deems desirable.

         Section 12. Termination of the Plan. The Board may terminate the Plan
at any time. Unless the Plan shall theretofore have been terminated by the
Board, the Plan shall terminate ten years after the date of its initial adoption
by the Board. No Option and/or Award may be granted hereunder after termination
of the Plan. The termination or amendment of the Plan shall not alter or impair
any rights or obligations under any Option and/or Award theretofore granted
under the Plan.




                                       12


<PAGE>

         Section 13. Effective Date of the Plan. The Plan shall be effective as
of August 3, 2001, the date on which the Plan was adopted by the Board and
approved by the requisite holders of outstanding Units of the Company. The
effective date of the Amendment and Restatement of this Plan, as presented in
its material terms to the Board, is April 29, 2004.

                                    * * * * *












                                       13

</TEXT>
</DOCUMENT>
