AMN HEALTHCARE SERVICES, INC.
2001 STOCK OPTION PLAN
STOCK OPTION AGREEMENT
THIS STOCK OPTION AGREEMENT (the “ Agreement
“ Plan ”), and
desires to afford the Optionee the opportunity to acquire and maintain the Optionee’s ownership of the Company’s common
stock, par value $.01 per share (“ Stock ”) thereunder, thereby strengthening the Optionee’s commitment to the welfare of the
Company and Affiliates and promoting an identity of interest between stockholders and the Optionee.
NOW THEREFORE, in consideration of the covenants and agreements herein contained, the parties hereto hereby
agree as follows:
1. Definitions .
The following definitions shall be applicable throughout the Agreement. Where defined terms are not defined
herein, their meaning shall be that set forth in the Plan.
(a) “ Affiliate ” means (i) any entity that directly or indirectly is controlled by, or is under common control with
the Company and (ii) any entity in which the Company has a significant equity interest, in either case as determined by the
(b) “ Board ” means the Board of Directors of the Company.
(c) “ Cause ” means the Company or an Affiliate having “cause” to terminate an Optionee’s employment or
service, as defined in any existing employment, consulting or any other agreement between the Optionee and the Company or a
Subsidiary or Affiliate, or, in the absence of such an employment, consulting or other agreement, upon (i) the determination by
the Committee that the Optionee has ceased to perform his duties to the Company or an Affiliate (other than as a result of his
incapacity due to physical or mental illness or injury), which failure amounts to an intentional and extended neglect of his duties
to such party, (ii) the Committee’s determination that the Optionee has engaged or is about to engage in conduct injurious to
the Company or an
Affiliate, (iii) the Optionee having been convicted of, or pleaded guilty or no contest to, a felony