MEDNAX, INC. NONQUALIFIED STOCK OPTION AGREEMENT FOR

1.

Grant of Option . The Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of MEDNAX, Inc. (the “ Company ”) has granted on [insert date] (“ Date of Grant ”), to the Optionee an option (the “ Option ”) to purchase up to [NUMBER ] shares of the Company’s Common Stock, $.01 par value per share (the “ Shares ”), at an exercise price per share equal to $[PRICE ] (the “ Exercise Price ”). The Option shall be subject to the terms and conditions set forth in this Agreement. The Option was issued pursuant to the Company’s 2008 Incentive Compensation Plan (the “ Plan ”), which is incorporated herein for all purposes. The Option is a Nonqualified Stock Option, and not an Incentive Stock Option. The Optionee hereby acknowledges receipt of a copy of the Plan and agrees to be bound by all of the terms and conditions hereof and thereof and all applicable laws and regulations. Unless otherwise provided herein, terms used herein that are defined in the Plan and not defined herein shall have the meanings attributed thereto in the Plan.

2.

Exercise Schedule .

(a)

Except as otherwise provided herein, the Option is exercisable in installments as provided below, which shall be cumulative. To the extent that the Option has become exercisable with respect to a number of Shares as provided below, the Option may thereafter be exercised by the Optionee, in whole or in part, at any time or from time to time prior to the expiration of the Option as provided herein. The following Vesting Schedule indicates each date (the “ Vesting Date ”) upon which the Optionee shall be entitled to exercise the Option with respect to the number of Shares granted as indicated beside the applicable Vesting Date, provided that the Continuous Service of the Optionee continues through and on the applicable Vesting Date:

(b)

The Option also shall become vested at such earlier times, if any, as may otherwise be determined by the Committee in its sole and absolute discretion or as may be provided in any Employment Agreement between the Optionee and the Company or any Related Entity.

3.

Method of Exercise . The vested portion of this Option shall be exercisable in whole or in part in accordance with the exercise schedule set forth in Section 2 hereof by written notice, in a form approved by the Company, which notice shall state the election to exercise the Option, the number of Shares in respect of which the Option is being exercised, and such other representations and agreements as to the holder’s investment intent with respect to such Shares as may be required by the Company pursuant to the provisions of the Plan. Such written notice shall be signed by the Optionee and shall be delivered in person or by certified mail or facsimile to the Secretary of the Company. The written notice shall be accompanied by payment of the Exercise Price or arrangements in place, which are satisfactory to the Company in its sole discretion, for such payment. This Option shall be deemed to be exercised after both (a) receipt by the Company of such written notice accompanied by the Exercise Price or satisfactory arrangements in place for payment of the Exercise Price and (b) arrangements that are satisfactory to the Company in its sole discretion have been made for Optionee’s payment to the Company of the amount, if any, that is necessary to be withheld in accordance with applicable Federal or state withholding requirements. No Shares will be issued pursuant to the Option unless and until such issuance and such exercise shall comply with all relevant provisions of applicable law, including the requirements of any stock exchange upon which the Shares then may be traded.

4.

Method of Payment . Payment of the Exercise Price shall be by any of the following, or a combination thereof, at the election of the Optionee: (a) cash; (b) check; (c) pursuant to a “ cashless exercise ” procedure, by delivery of a properly executed exercise notice together with such other documentation, and subject to such guidelines, as the Committee shall require to effect an exercise of the Option and delivery to the Company by a licensed broker acceptable to the Company of proceeds from the sale of Shares sufficient to pay the Exercise Price and any applicable income or employment taxes; or (d) such other consideration or in such other manner as may be determined by the Committee in its absolute discretion.

5.

Termination of Option . Except as otherwise provided in any Employment Agreement between the Company or a Related Entity and the Optionee, any unexercised portion of the Option shall automatically and without notice terminate and become null and void at the time of the earliest to occur of the following:

(i)

unless the Committee otherwise determines in its sole and absolute discretion, three months after the date on which the Optionee’s Continuous Service with the Company and its Related Entities is terminated for any reason other than by reason of (A) termination of the Optionee’s Continuous Service by the Company or a Related Entity for Cause, (B) a Disability of the Optionee, or (C) the Optionee’s death;

(ii)

immediately upon the termination of the Optionee’s Continuous Service with the Company and its Related Entities for Cause;

(iii)

twelve months after the date on which the Optionee’s Continuous Service with the Company and its Related Entities is terminated by reason of a Disability as determined by a medical doctor satisfactory to the Committee;

(iv)

twelve months after the date of termination of the Optionee’s Continuous Service with the Company and its Related Entities by reason of the death of the Optionee (or, if later, three months after the date on which the Optionee shall die if such death shall occur during the one year period specified in paragraph (iii) of this Section 5); or

(v)

the tenth anniversary of the date as of which the Option is granted.

6.

Non-Transferability . The Option shall not be pledged, hypothecated or otherwise encumbered or subject to any lien, obligation or liability of the Optionee to any party (other than the Company or any Related Entity), or assigned or transferred by the Optionee otherwise than by will or the laws of descent and distribution or to a Beneficiary upon the death of the Optionee, and during the lifetime of the Optionee, the Option only may be exercisable by the Optionee or his or her guardian or legal

representative; except that the Option may be transferred to one or more Beneficiaries or other transferees during the lifetime of the Optionee, and may be exercised by such transferees in accordance with the terms of this Agreement, but only if and to the extent such transfers are permitted by the Committee (and subject to any terms and conditions which the Committee may impose thereon). A Beneficiary or other person claiming any rights under the Plan or this Agreement from or through the Optionee shall be subject to all of the terms and conditions of the Plan and this Agreement, except as otherwise determined by the Committee, and to any additional terms and conditions deemed necessary or appropriate by the Committee.

7.

No Rights of Stockholders . Neither the Optionee nor a