2002 Equity Compensation Plan
(As Amended and Restated Effective January 1, 2009)
1. Purpose . The purpose of the DaVita Inc. 2002 Equity Compensation Plan (“Plan”) is to promote the interests of DaVita
Inc. (“Company”) and its stockholders by enabling the Company to offer an opportunity to acquire an equity interest in the
Company so as to better attract, retain, and reward Employees, directors, and independent contractors and, accordingly, to
strengthen the mutuality of interests between those persons and the Company’s stockholders by providing those persons with
a proprietary interest in pursuing the Company’s long-term growth and financial success. Awards under the Plan will be made in
the form of the issuance of Options, Restricted Stock, Stock Issuances, Stock Appreciation Rights, and Other Awards.
2. Definitions . For purposes of this Plan, the following terms shall have the meanings set forth below.
(a) “Board” or “Board of Directors” means the Board of Directors of DaVita Inc.
(b) “Code” means the Internal Revenue Code of 1986. Reference to any specific section of the Code shall also be deemed
to be a reference to any successor provision.
(c) “Committee” means the administrative committee of this Plan that is provided for in Section 3 of this Plan.
(d) “Common Stock” means the common stock of DaVita Inc. or any security issued in substitution, exchange, or in lieu
(e) “Company” means DaVita Inc., a Delaware corporation, or any successor corporation. Except where the context
indicates otherwise, the term “Company” shall include its Parent and Subsidiaries, if any.
(f) “Disabled” means permanent and total disability, as defined in Code Section 22(e)(3).
(g) “Effective Date” of this Plan is April 11, 2002.
(h) “Employee” means a worker whose earnings the Company reports on a Form W-2.
(i) “Exchange Act” means the Securities Exchange Act of 1934.
(j) “Fair Market Value” of Common Stock for any day shall, except as otherwise prov