Exhibit 10.4
MAGELLAN HEALTH SERVICES,
INC.
2008
MANAGEMENT INCENTIVE PLAN
NOTICE
OF RESTRICTED STOCK UNIT AWARD
(REFERENCE NO. 2008-MARCH 5,
2008)
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Name
of Grantee:
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Date
of Grant:
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March 5,
2008
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Type
of Award:
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Restricted Stock Units,
each Restricted Stock Unit representing the right to receive on the
terms and conditions of the Restricted Stock Unit Agreement between
Grantee and the Company referenced below and the terms and
conditions of this notice a share of Ordinary Common Stock, par
value $0.01 per share (“ Share ”), of Magellan
Health Services, Inc. (the “ Company ”),
subject to adjustment thereto as provided in such Restricted Stock
Unit Agreement (a “ Unit Share ”), or at the
election of the Company a cash payment in lieu thereof.
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Total
Number of
Restricted Stock Units
Awarded:
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Restricted
Stock Units.
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Vesting :
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This Award shall vest
in accordance with the vesting schedule set forth below, provided
that the Grantee’s Service with the Company, a Subsidiary or
a Parent company has not terminated prior to the vesting date and
provided (i) the portion of this Award which vests on the 1
st anniversary of the Date of Grant shall not vest
unless the Company has earnings per share for the year ended
December 31, 2008 of at least $1.90 (“2008 EPS
Target”), (ii) the portion of this Award which vests on
the 2 nd anniversay of the Date of Grant shall not vest
unless the Company has earnings per share for the year ended
December 31, 2009 of at least $2.00 per share (the “2009
EPS Target”) and the portion of this Award which vests on the
3 rd anniversary of the Date of Grant shall not vest
unless the Company has earnings per share for the year ended
December 31, 2010 of at least $2.10 per share (the 2010
“EPS Target”); provided further that: (a) if the
Company meets the 2009 EPS target, the Awards hereunder remaining
unvested from the 1 st anniversary of the Date of Grant
shall then become vested on the 2 nd anniversary of the
Date of Grant.; (b) if the Company meets the 2010 EPS Target,
any Awards hereunder remaining unvested hereunder from the 1
st and 2 nd anniversay of the Date of Grant
shall then become vested on the 3 rd anniversary of the
Date of Grant; and (c) if the Company has earnings per share
of at least $2.10 in any year after 2010, any Awards hereunder
remaining unvested hereunder from the 1 st , 2
nd and 3 rd anniversay of the Date of Grant
shall then become vested on the first anniversary of the Date of
Grant occuring after the year in which such EPS was
achieved.
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Vesting
Date
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Vesting
Percentage
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1st anniversary of the
Date of Grant
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33.4%
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2nd anniversary of the
Date of Grant
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66.7%
( i.e. , an additional 33.3%)
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3rd anniversary of the
Date of Grant
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100%
( i.e. , an additional 33.3%)
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Notwithstanding the
preceding paragraph, this Restricted Stock Unit shall earlier vest
immediately with respect to 100% of the Unit Shares subject hereto
in the event, after the date hereof, a Change in Control of the
Company (as defined below) shall have occurred and within the
period of eighteen months (or such other period as is provided by
Grantee’s employment agreement, if any, in effect at the time
of the Change of Control) following occurrence of the Change in
Control, Grantee’s Service with the Company shall be
terminated by the Company without Cause (as defined below) or by
the Grantee with Good Reason (as defined below), provided that the
Grantee’s Service with the Company has not previously
terminated after the date hereof for any other reason. For purposes
of this Restricted Stock Unit, the terms “Change in
Control,” “Cause” and “Good Reason”
shall have the same meanings as provided in any employment
agreement between the Company and Grantee in effect at the time of
the Change in Control (including any terms of substantially
comparable significance in any such employment agreement even if
not of identical wording) or, if no such employment agreement is in
effect at such time or no such meanings are provided in such
employment agreement, shall have the meanings ascribed thereto
below:
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(1)
A “Change in Control” of the Company shall mean the
first to occur after the date hereof of any of the following
events:
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a.
any “person,” as such term is used in Sections
3(a)(9) and 13(d) of the Securities Exchange Act of 1934,
as amended (the “Exchange Act”), becomes a
“beneficial owner,” as such term is used in
Rule 13d-3 promulgated under the Exchan
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