MEDNAX, INC. AMENDED AND RESTATED 2008 INCENTIVE COMPENSATION PLAN
(g) Code means the Internal Revenue Code of 1986, as amended from time to time, including
regulations thereunder and successor provisions and regulations thereto.
(h) Committee means the Compensation Committee of the Board, excluding any member who is
not (i) a non-employee director within the meaning of Rule 16b-3 (or any successor rule) under the Exchange Act, unless administration of the Plan by non-employee directors is not then required in order for exemptions under Rule 16b-3 to apply to transactions under the Plan, (ii) an outside
director within the meaning of Section 162(m) of the Code, and (iii) Independent. The failure of the Committee to be so comprised shall not invalidate any Award that otherwise satisfies the terms of the Plan.
(i) Consultant means any Person (other than an Employee or a Director, solely with
respect to rendering services in such Persons capacity as a director) who is engaged by the Company or any Related Entity to render consulting or advisory services to the Company or such Related Entity.
(j) Continuous Service means the uninterrupted provision of services to the Company or
any Related Entity in any capacity of Employee, Director, Consultant or other service provider. Continuous Service shall not be considered to be interrupted in the case of (i) any approved leave of absence, (ii) transfers among the
Company, any Related Entities, or any successor entities, in any capacity of Employee, Director, Consultant or other service provider, or (iii) any change in status as long as the individual remains in the service of the Company or a Related
Entity in any capacity of Employee, Director, Consultant or other service provider (except as otherwise provided in the Award Agreement). An approved leave of absence shall include sick leave, military leave, or any other authorized personal leave.
(k) Covered Employee means each Person who shall be considered a
covered employee for purposes of Section 162(m) of the Code.
(l) Deferred Stock means a right to receive Shares, including Restricted Stock, cash
measured based upon the value of Shares, or a combination thereof, at the end of a specified deferral period.
(m) Deferred Stock Award means an Award of Deferred Stock granted to a Participant under
Section 6(e) hereof.
(n) Director means a member of the Board or the
Board of Directors of any Related Entity.
(o) Disability means a permanent
and total disability (within the meaning of Section 22(e) of the Code), as determined by a medical doctor satisfactory to the Committee.
(p) Dividend Equivalent means a right, granted to a Participant under Section 6(g)
hereof, to receive cash, Shares, other Awards or other property equal in value to dividends paid with respect to a specified number of Shares, or other periodic payments.
(q) Effective Date means May 23, 2008.
(r) Effective Date of Restated Plan means May [12], 2021, which is the date on which
this Plan, as amended and restated, was approved by the shareholders of the Company eligible to vote in the election of directors, by a vote sufficient to meet the requirements of Sections 162(m) and 422 of the Code, Rule 16b-3 under the Exchange Act, and applicable requirements under the rules of the Listing Market.
(s) Eligible Person means each officer, Director, Employee, Consultant and other person who provides services to the Company or any Related Entity. The foregoing notwithstanding, only
employees of the Company, or any parent corporation or subsidiary corporation of the Company (as those terms are defined in Sections 424(e) and (f) of the Code, respectively), shall be Eligible Persons for purposes of receiving any Incentive
Stock Options. An Employee on leave of absence may, in the discretion of the Committee, be considered as still in the employ of the Company or a Related Entity for purposes of eligibility for participation in the Plan.
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Mednax, Inc. |
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2021 Proxy Statement |