Amended And Restated 1998 Executive Stock Option Plan

Exhibit 10.10

COMPHEALTH GROUP, INC.

1998 EXECUTIVE STOCK OPTION PLAN AS AMENDED AND RESTATED

ARTICLE I

BACKGROUND AND PURPOSE OF PLAN

The 1998 Executive Stock Option Plan as amended and restated (the " Plan" ) of CompHealth Group, Inc. (formerly, CMS Capital Ventures, Inc.), a Delaware corporation (the " Company" ), originally adopted by the Board of Directors of the Company as of December 31, 1998 and approved by the Company' s stockholders as of the same date, and adopted by the Board of Directors of the Company as of May 15, 2003 as amended and restated, is for such officers, directors, employees and consultants of the Company or its Subsidiaries as are selected by the Board and is intended to advance the best interests of the Company and its subsidiaries by providing those persons who have a substantial responsibility for its management and growth with additional incentives by allowing them to acquire an ownership interest in the Company and thereby encouraging them to contribute to the success of the Company and its subsidiaries and to remain in the employ of the Company and/or such subsidiaries. The Plan originally became effective as of the date of stockholder approval set forth above and became effective as amended and restated on May 15, 2003 and, unless sooner terminated pursuant to the terms hereof, the Plan shall terminate on December 31, 2008. This amended and restated version of the Plan is designed to synchronize the Plan' s exercise and share repurchase provisions with the repurchase provisions of the awards granted pursuant to the Plan and to properly reflect the number of shares of Common Stock with respect to which options may be granted under the Plan. All amendments made to the Plan in this amended and restated version are consistent with the Plan' s original amendment provisions set forth in Section 6.9.

ARTICLE II DEFINITIONS

For purposes of the Plan, except where the context clearly indicates otherwise, the following terms shall have the meanings set forth below:

" Board" shall mean the Board of Directors of the Company.

" Cause" shall mean (a) the commission of an act of fraud or embezzlement (including, without limitation, the unauthorized disclosure of confidential or proprietary information of the Company or any of its subsidiaries which results in a material financial loss to the Company or any of its subsidiaries), (b) the commission of a felony, (c) willful misconduct as an employee of the Company or any of its subsidiaries, (d) failure to render services to the Company or any of its subsidiaries in accordance with employment duties or Board instructions, which failure amounts to a material neglect of duties to the Company or any of its subsidiaries or failure to perform such duties at a satisfactory level as determined by the Board in its reasonable good faith judgment, and (e) material breach of any agreements with the Company or any of its subsidiaries

to which such person is party; provided , however, that with respect to any Participant who is or ever was party to an employment agreement with the Company or any subsidiary thereof in which " Cause" is defined, " Cause" shall have the meaning assigned to such term in such employment agreement.

" Code" shall mean the Internal Revenue Code of 1986, as amended, and any successor statute.

" Common Stock" shall mean the Company' s common stock, par value $.01 per share.

" Company" shall mean CompHealth Group, Inc., a Delaware corporation, and any subsidiary corporation of CompHealth Group, Inc., as such term is defined in Section 424(f) of the Code. " Disability" shall mean the Participant' s inability, due to illness, accident, injury, physical or mental incapacity or other disability, to carry out effectively his duties and obligations to the Company or to participate effectively and actively in the management of the Company for not less than an aggregate of 90 days in any period of six (6) consecutive months.

" Fair Market Value" with respect to each share of Common Stock, means the last sale price of the Common Stock on the principal national securities exchange on which the Common Stock is at the time listed, or, if there have been no sales on such exchange on any day, the average of the highest bid and lowest asked prices on such exchange at the end of such day, or, if on any day the Common Stock is not so listed, the average of the representative bid and asked prices quoted in the NASDAQ System as of 4:00 p.m., New York time on such day, or, if on any day the Common Stock is not quoted in the NASDAQ System, the average of the highest bid and lowest asked prices on such day in the domestic over-the-counter market as reported by the National Quotation Bureau Incorporated, or any similar successor organization, in each such case averaged over a period of 20 days consisting of the day as of which the Fair Market Value is being determined and the latest 19 consecutive trading days prior to such day. If at any time the Common Stock is not listed on any securities exchange or quoted in the NASDAQ System or the over-the-counter market, the Fair Market Value shall be the fair value of the Common Stock determined in good faith by the Board. If any Participant whose Common Stock is being repurchased for Fair Market Value reasonably disagrees with such determination, the Board and such Participant shall negotiate in good faith to agree on such Fair Market Value; provided that, if the Fair Market Value has been determined within 90 days prior to such date, such prior valuation shall be deemed to be the Fair Market Value as of such date and shall be binding on all parties, and, as a consequence thereof, no Participant shall not be entitled to raise any objection to such Fair Market Value (unless the Company has consummated a material acquisition or has experienced a material adverse change since the time of the previous valuation). If such agreement is not reached within thirty (30) days, the Fair Market Value shall be determined by an appraiser jointly selected by the Board and such Participant, which appraiser shall submit to the Board and such Participant a report within thirty (30) days of its engagement setting forth such determination. If the parties are unable to agree on an appraiser within forty-five (45) days after beginning good faith negotiations, each party shall submit the names of four (4) investment banking firms or national standing, and each party shall be entitled to strike two (2) names from the other party' s list of firms, and the appraiser shall be selected by lot from the remaining four


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(4) investment banking firms. The expenses of such appraiser shall be borne by the Participant. The determination of the appraiser shall be final and binding upon all parties with respect to the Fair Market Value of each Participant' s Common Stock as of such date of determination and for 90 days thereafter (so long as the Company has not consummated any material acquisition or suffered any material adverse change since the time of the previous valuation).

" Incentive Stock Option" means any option so designated by the Board or the Committee at the time of grant which qualifies as an " incentive stock option" under Section 422 of the Code.

" Non-Qualified Stock Option" means any Option not expressly designated as an Incentive Stock Option.

" Participant" shall mean any officer, director, employee or consultant of the Company or any of its subsidiaries who has been selected to participate in the Plan by the Board. ARTICLE III

ADMINISTRATION

The Plan shall be administered by the Board; provided , however, that the Board may ...