AMENDED TO REFLECT 2-for-1 STOCK SPLIT EFFECTIVE 3/11/05
2000 STOCK INCENTIVE PLAN
SECTION 1. PURPOSE.
The purposes of this Plan are to promote the interests of the Company and its shareholders, and further align
the interests of shareholders and Participants by:
(i) motivating Participants through Awards tied to total return to shareholders (i.e., stock price appreciation
(ii) attracting and retaining outstanding individuals as Participants;
(iii) enabling Participants to acquire additional equity interests in the Company;
(iv) providing compensation opportunities dependent upon the Company’s performance relative to its
competitors and changes in its own performance over time; and
(v) providing for the grant of Adjusted Options in connection with the transactions under the Merger
Agreement pursuant to which the Company ceased to be a wholly-owned subsidiary of Aetna, Inc., a
Connecticut corporation (the “ Former Parent ”).
SECTION 2. DEFINITIONS.
“ ADJUSTED OPTION ” shall mean an Option which is granted under Section 10 in substitution for an
outstanding option previously granted by the Former Parent.
“ AFFILIATE ” shall mean any corporation or other entity (other than the Company or one of its
Subsidiaries) in which the Company directly or indirectly owns at least twenty percent (20%) of the combined
voting power of all classes of stock of such entity or at least twenty percent (20%) of the ownership interests in
“ AWARD ” shall mean a Adjusted Option and any other grant or award under the Plan, as evidenced in a
written document delivered to a Participant as provided in Section 13(b).
“ BOARD ” shall mean the Board of Directors of the Company.
“ CAUSE ” shall mean (i) the willful failure by the Participant to perform substantially the Participants duties as
an employee of the Company (other than due to physical or mental illness) after reasonabl