Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangement of Certain Officers.
Effective January 23, 2012, the Board of Directors (the "Board") of Symbion
Holdings Corporation, the parent company of Symbion, Inc. (the "Company"),
adopted an amendment (the "Amendment") to the Symbion Holdings Corporation 2007
Equity Incentive Plan (the "Plan"). The Amendment increases the shares
authorized for future grant under the Plan by 2,400,000 shares and expands the
authority of the Compensation Committee of the Board to amend the terms of
outstanding awards under the Plan without impairing the rights of any affected
Plan participant or the holder or beneficiary of any award.
In connection with the adoption of the Amendment, the Board amended the terms
for vesting and exercise of certain options previously issued under the Plan,
including options held by the Company's named executive officers. The exercise
price of all options originally issued on and after August 31, 2007 was reduced
to $3.00 per share and the expiration date of such options was extended to
January 23, 2022. Outstanding performance vesting options were amended to
provide that they will vest upon a liquidity event based on the extent to which
Crestview Partners, L.P. and certain related investors receive a target share
price for their equity in the Company.
A copy of the Amendment is filed as Exhibit 10 to this Form 8-K and incorporated
herein by reference.