First Amended and Restated
Total Renal Care Holdings, Inc.
1999 Non-Executive Officer and Non-Director
Equity Compensation Plan
1. Purpose . The purpose of the Total Renal Care Holdings, Inc. 1999 Non-Executive Officer and Non-Director Equity
Compensation Plan (this “Plan”) is to promote the interests of Total Renal Care Holdings, Inc. (the “Company”) and its
stockholders by enabling the Company to offer Participants an opportunity to acquire an equity interest in the Company so as
to better attract, retain, and reward employees and other persons providing services to the Company and, accordingly, to
strengthen the mutuality of interests between Participants and the Company’s stockholders by providing Participants with a
proprietary interest in pursuing the Company’s long-term growth and financial success.
2. Definitions . For purposes of this Plan, the following terms shall have the meanings set forth below.
(a) “Award” means an Option granted under this Plan.
(b) “Board” means the Board of Directors of the Company.
(c) “Code” means the Internal Revenue Code of 1986, as amended, and the applicable regulations thereunder.
Reference to any specific section of the Code shall be deemed to be a reference to any successor provision.
(d) “Committee” means the committee appointed by the Board, if any, to administer this Plan as permitted by Section
4 below or, if no such committee is appointed, the Board.
(e) “Common Stock” means the common stock of Total Renal Care Holdings, Inc. or any security issued in
substitution, exchange, or in lieu thereof.
(f) “Company” means Total Renal Care Holdings, Inc., a Delaware corporation, or any successor corporation.
(g) “Option” means an option to purchase Common Stock.
(h) “Participant” means a person who has been granted an Option.
(i) “Plan” means this 1999 Non-Executive Officer and Non-Director Equity Compensation Plan of the Company, as it
may be amended