Amendment No. 5 to American Dental Partners, Inc. Amended and Restated 1996 Directors Stock Option Plan

Summary

This amendment, effective May 3, 2002, increases the number of shares available for grant under the American Dental Partners, Inc. 1996 Directors Stock Option Plan by 100,000, raising the total to 185,000 shares. All other terms of the plan remain unchanged. The amendment ensures that its provisions take precedence over any conflicting terms in the original plan.

EX-10.(II) 4 dex10ii.txt AMEND. #5 TO AMENDED & RESTATED 1996 DIRECTORS PLA EXHIBIT 10(ii) AMENDMENT NO. 5 TO AMERICAN DENTAL PARTNERS, INC. AMENDED AND RESTATED 1996 DIRECTORS STOCK OPTION PLAN The American Dental Partners, Inc. Amended and Restated 1996 Directors Stock Option Plan, as previously amended (the "Plan"), is hereby amended pursuant to the following provisions: 1. Definitions All capitalized terms used in this amendment which are not otherwise defined herein shall have the respective meanings given such terms in the Plan. 2. Shares Subject To Plan The total number of Shares for which Options may be granted under the Plan, as provided under ss.4 of the Plan, as previously adjusted and increased, is increased by 100,000 Shares to a total of 185,000 Shares. 3. Effective Date; Construction The effective date of this amendment is May 3, 2002, and this amendment shall be deemed to be a part of the Plan as of such date. In the event of any inconsistencies between the provisions of the Plan and this amendment, the provisions of this amendment shall control. Except as modified by this amendment, the Plan shall continue in full force and effect without change.