FORM OF RESTRICTED STOCK AWARD
AGREEMENT
THIS RESTRICTED STOCK AWARD
AGREEMENT (“Agreement”) is made and entered
into as of the ____________ by and between COVENTRY HEALTH CARE,
INC ., a Delaware corporation, (the “Company”) and
______________________ (“Holder”).
1.
Restricted Stock Award
. The Company hereby awards Holder
____________ shares (the “Restricted Stock,” which
shall include any additional shares or other securities received in
respect of the Restricted Stock through stock splits or stock
dividends pursuant to Section 3 below or under the Company’s
Amended and Restated 2004 Incentive Plan) of the
Company’s Common Stock (the “Common Stock”),
subject to the terms and conditions of this Agreement and the terms
and conditions of the Amended and Restated 2004 Incentive Plan. If
the terms of this Agreement conflict with or are inconsistent with
the terms of the Amended and Restated 2004 Incentive Plan, the
Amended and Restated 2004 Incentive Plan shall control.
2.
Restrictions, Performance Goals and Conditions : (a)(i)
Restrictions. Commencing with the date hereof, the Holder
agrees that Holder has no right to, and shall not, sell, transfer,
pledge or assign, in whole or in part, the Restricted Stock until
(x) all performance goals set forth herein have been attained and
(y) the required time period with respect to each increment of
Restricted Stock shall have lapsed.
(ii) Performance
Goals. This award of
Restricted Stock is performance-based and all or a portion of the
Restricted Stock is subject to forfeiture upon the Company’s
failure to attain one of the performance goals (to be determined by
the Compensation Committee and consistent with the terms of the
Amended and Restated 2004 Incentive Plan) set forth below for the
year ending _______________.
(iii) Lapse of
Restrictions. In the
event that the performance goal(s) set forth in Subsection 2(a)(ii)
above shall have been met, then the restrictions set forth in
Section 2(a)(i)(x) above shall begin to lapse and be no longer in
force and effect, and the required time period referenced in
Section 2(a)(i)(y) above shall lapse in annual cumulative
increments of __________ the number of shares of Restricted Stock
awarded herein, with the first annual increment beginning on
____________. From and after each annual date, the
