UNITED AMERICAN HEALTHCARE CORPORATION
Amended and Restated
1998 Stock Option Plan
1. Definitions : As used herein, the following definitions shall apply:
(a) “ Board of Directors ” shall mean the Board of Directors of the Corporation.
(b) “ Committee ” shall mean the Compensation Committee designated by the Board of Directors of the
Corporation, or such other committee as shall be specified by the Board of Directors to perform the functions
and duties of the Committee under the Plan; provided, however, that the Committee shall comply with the
applicable requirements of ( i ) Rule 16b-3 of the Rules and Regulations under the Securities Exchange Act of
1934, as amended (the “ Exchange Act ”), and ( ii ) Section 162(m) of the Internal Revenue Code of 1986,
as amended (the “ Code ”), and the regulations thereunder.
(c) “ Corporation ” shall mean United American Healthcare Corporation, a Michigan corporation, or any
(d) “ Discretion ” shall mean the sole discretion of the Committee, with no requirement whatsoever that the
Committee follow past practices, act in a manner consistent with past practices, or treat an officer, director or
key employee in a manner consistent with the treatment afforded other officers, directors or key employees
with respect to the Plan.
(e) “ Incentive Option ” shall mean an option to purchase Common Stock of the Corporation which
meets the requirements set forth in the Plan and also meets the definition of an incentive stock option within the
meaning of Section 422 of the Code. The stock option agreement for an Incentive Option shall state that the
option is intended to be an Incentive Option.
(f) “ Nonqualified Option ” shall mean an option to purchase Common Stock of the Corporation which
meets the requirements set forth in the Plan but does not meet the definition of an incentive stock option within
the meaning of Section 422 of the Code. The stock option agreement for a Nonqualified Option