X0306 4 2020-07-12 0 0000893949 MEDNAX, INC. MD 0001208541 ORDAN MARK S 1301 CONCORD TERRACE SUNRISE FL 33323 1 1 0 0 Chief Executive Officer Common Stock 2020-07-12 4 A 0 113314 0.00 A 113314 D Common Stock 2020-07-12 4 F 0 47747 17.65 D 65567 D Employee Stock Option (right to buy) 17.65 2020-07-12 4 A 0 550331 0.00 A 2023-10-10 Common Stock 550331 550331 D Represents shares of restricted stock awarded to the Reporting Person under the Issuer's Amended and Restated 2008 Incentive Compensation Plan (the "Plan") in connection with his appointment as Chief Executive Officer of the Issuer. Such shares are fully vested on the date of grant but may not be transferred until the earlier of (i) the fifth anniversary of the grant date and (ii) the date of the closing of a "Change in Control" of the Issuer (as defined in the Reporting Person's Employment Agreement), subject to certain exceptions. Represents shares withheld for the payment of taxes upon the vesting of shares of restricted stock reported in Table I. Option to purchase shares of common stock awarded under the Plan that vests as follows: (i) 175,747 shares are exercisable if and when the Issuer's common stock price closes at $22 per share (or above) for any 40 consecutive trading days before the third anniversary of the grant date ("Performance End Date"); (ii) 181,160 shares are exercisable if and when Issuer's common stock price closes at $25 per share (or above) for any 40 consecutive trading days before Performance End Date; and (iii) 193,424 shares are exercisable if and when Issuer's common stock price closes at $29 per share (or above) for any 40 consecutive trading days before Performance End Date in each case subject to the Reporting Person's Employment Agreement; provided, that no option shares will vest prior to the one-year anniversary of the grant date. /s/ Dominic J. Andreano, as Attorney-in-Fact 2020-07-14