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Title: |
Employee Plan [2000] |
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Date: |
2000 |
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Preview shows 4KB of 42KB total |
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Price: |
$50 |
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ID: |
#422018 |
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2000 EMPLOYEE PLAN
OF
PACIFICARE HEALTH SYSTEMS, INC.
The Company hereby adopts this 2000 Employee Plan of PacifiCare Health
Systems, Inc. (the "Plan") for the following purposes:
(1) To further the growth, development and financial success of
the Company by providing additional incentives to certain of its
employees and consultants who have been or will be given responsibility
for the management or administration of the Company's business affairs.
(2) To enable the Company to obtain and retain the services of
the type of personnel considered essential to the long-range success of
the Company by providing and offering them an opportunity to become
owners of capital stock.
ARTICLE I
DEFINITIONS
Whenever the following terms are used in this Plan, they shall have the
meaning specified below unless the context clearly indicates to the contrary.
Section 1.1 - Act
"Act" shall mean the Securities Exchange Act of 1934, as amended.
Section 1.2 - Award
"Award" shall mean a Non-Qualified Stock Option, a Stock Appreciation
Right, a Stock Payment, or any combination thereof, granted under the Plan.
Section 1.3 - Board
"Board" shall mean the Board of Directors of the Company.
Section 1.4 - Chief Financial Officer
"Chief Financial Officer" shall mean the Chief Financial Officer of the
Company.
Section 1.5 - Code
"Code" shall mean the Internal Revenue Code of 1986, as amended from
time to time.
- 1 -
{PAGE} 2
Section 1.6 - Committee
"Committee" shall mean the Committee of the Board of Directors of the
Company as defined in Section 7.1 hereof.
Section 1.7 - Common Stock
"Common Stock" shall mean the Common Stock of the Company, par value
$.01 per share.
Section 1.8 - Company
"Company" shall mean PacifiCare Health Systems, Inc. or any successor
entity thereto.
Section 1.9 - Director
"Director" shall mean a member of the Board.
Section 1.10 - Disabled
"Disabled" shall mean a medically determinable physical or mental
impairment which has lasted or can be expected to last for a continuous period
of not less than 12 months and which renders the Participant substantially
unable to function as an Employee of the Company or a Subsidiary.
Section 1.11 - Employee
"Employee" shall mean any employee (as defined in accordance with the
Treasury Regulations and Revenue Rulings then applicable under Section 3401(c)
of the Code) of the Company, or of any corporation which is then a Subsidiary or
a consultant who is providing bona fide services to the Company or a Subsidiary,
whether such employee is so employed, or such consultant is retained, at the
time this Plan is adopted or becomes so employed or retained subsequent to the
adoption of this Plan.
Section 1.12 - Fair Market Value
The "Fair Market Value" of a share of the Company's Common Stock on the
date such determination is made shall mean: (i) the closing price of such share
on the principal exchange on which the shares of Common Stock are then trading,
if any, on such date, or, if shares of such stock were not traded on such date,
then on the next preceding trading day during which a sale occurred; or (ii) if
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