Amended Restricted Unit Purchase Plan

THIRD 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 of Directors and consultants of Subsidiaries of the Company 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 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.


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 and Managers.


2.7. "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.


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


2.9. "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.


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


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


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


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


2.14. "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.


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


2.16. "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 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.


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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.


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


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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. 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 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


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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 subj ...