Exhibit 10.1
US ONCOLOGY HOLDINGS,
INC.
AMENDMENT NO. 1 TO
THE
AMENDED AND
RESTATED
2004 EQUITY INCENTIVE
PLAN
Pursuant to Section 1.19 of
the Company’s
Amended and Restated 2004 Equity
Incentive Plan
October 1, 2009
ARTICLE I
AMENDMENT
1.1 Purpose . This Amendment
(the “ Amendment ”) is to amend the Amended and
Restated 2004 Equity Incentive Plan (the “ Plan
”) of US Oncology Holdings, Inc. (the “ Company
”) as was made effective on January 1, 2008. Capitalized
terms used but not defined herein will have the meanings provided
in the Plan.
1.2 Amendment Effective Time
. As provided in Section 1.19 of the Plan, this Amendment has
been approved by the Board and shall be effective as of
October 1, 2009 (the “ Amendment Effective Time
”).
1.3 Amendment . Upon the
Amendment Effective Time, the Plan will be amended by deleting the
existing text of Section 1.6 of the Plan in its entirety and
replacing it with the following:
“1.6 Shares Subject to the
Plan . The shares of Stock with respect to which awards may be
made under the Plan shall be either authorized and unissued shares
or issued shares. Subject to adjustment pursuant to the provisions
of Section 1.11, the aggregate number of shares of Stock with
respect to which awards may be granted under the Plan is
59,599,150. Subject to adjustment pursuant to the provisions of
Section 1.11, the number of shares of Stock that may be
delivered in respect of awards granted under the Plan
