IPC THE HOSPITALIST COMPANY, INC.
NONQUALIFIED EMPLOYEE STOCK PURCHASE PLAN
Amended and Restated
Effective as of March 19, 2008
The purpose of IPC The Hospitalist Company, Inc. Employee Stock Purchase Plan (the “Plan”) is to provide the employees of
IPC The Hospitalist Company, Inc. (the “Company”), and its Subsidiaries and Affiliates with an opportunity to purchase shares
of Stock through payroll deduction. The Plan is not intended to qualify as an “employee stock purchase plan” under
Section 423 of the Internal Revenue Code of 1986, as amended (the “Code”). The Plan was originally approved by the Board of
Directors on January 10, 2008, and has been amended and restated effective on March 19, 2008 (the “Effective Date”).
The following words have the following meanings unless a different meaning is plainly required by the context.
2.1 “Affiliate” means any entity that is an affiliate of the Company, as determined by the Board, in its sole discretion.
2.2 “Board” means the Board of Directors of the Company.
2.3 “Compensation” means an Employee’s salary, wages, commissions, overtime and bonuses from the Company and all
Subsidiaries and Affiliates, and shall exclude, without limitation, stock-based compensation, other equity and non-equity
incentive compensation, perquisites, employee benefits, severance pay and any and all other forms of compensation.
2.4 “Continuous Status as an Employee” means the absence of any interruption or termination of service as an Employee.
Continuous Status as an Employee shall not be considered interrupted in the case of a leave of absence agreed to in writing by
the Company or a Subsidiary or Affiliate, provided that such leave is for a period of not more than 90 days or re-employment
upon the expiration of such leave is guaranteed by contract or statute.
2.5 “Contributions” means all amounts credited to the account of a Participant pursuant to the Plan.
2.6 “Custodian” means the custodian fo