Exhibit 10.2
MAGELLAN HEALTH SERVICES,
INC.
2008 MANAGEMENT INCENTIVE
PLAN
NOTICE OF STOCK OPTION
GRANT
(REFERENCE NO. 2008-MARCH 4,
2009)
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Name of Optionee:
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Shares Subject to
Option:
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shares of Ordinary Common Stock of Magellan Health
Services, Inc. (the “Shares”)
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Type of Option:
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x
Nonqualified
o
Incentive
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Exercise Price per
Share:
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Date of Grant:
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March 4, 2009
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Date Exercisable and Other
Conditions of Exercise:
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This option shall be exercisable, in
whole or in part, until its Expiration Date, only to the extent it
is vested and while the Optionee’s Service with the Company,
a Subsidiary or a Parent company continues. In addition, this
option, to the extent vested on the date of termination of the
Optionee’s Service, shall be exercisable for the period after
the termination of the Optionee’s Service provided by
Optionee’s Option Agreement, unless a different period is
specified in Optionee’s employment agreement with the
Company, a Subsidiary or a parent company, in which case this
option shall be exercisable for such different period after
termination of Optionee’s Service (but in no event on or
after the Expiration Date).
In addition, this option may be
exercised, to the extent vested, only when exercise is otherwise
permitted in accordance with the terms of the 2008 Management
Incentive Plan and the Option Agreement to which this notice of
grant relates (including the provisions thereof applicable in the
event of Injurious Conduct).
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Vesting:
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This option shall vest with respect
to the Shares subject hereto as to one-third of such Shares on each
of the first, second and third anniversaries of the Date of Grant,
provided that in each case the Optionee’s Service has not
terminated prior to such date.
Notwithstanding the preceding
paragraph, this Option shall earlier vest immediately with respect
to 100% of the 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
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period as is provided by
Optionee’s employment agreement, if any, in effect at the
time of the Change of Control) following occurrence of the Change
in Control, Optionee’s Service with the Company shall be
terminated by the Company without Cause (as defined below) or by
the Optionee with Good Reason (as defined below), provided that the
Optionee’s Service with the Company has not previously
terminated after the date hereof for any other reason, and upon
such accelerated vesting this Option shall continue to be
exercisable for the same period after such termination of
Optionee’s Service as provided above. For purposes of this
Option, the terms “Change in Control,”
“Cause” and “Good Reason” shall have the
same meanings as provided in any employment agreement between the
Company and Optionee 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)
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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.
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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 Exchange Act, of
50% or more of the Voting Stock (as defined below) of the
Company;
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b.
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the majority of the Board of
Directors of the Company consists of individuals other than
“Continuing Directors,” which shall mean the members of
the Board on the date hereof;
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c.
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the Board of Directors of the
Company adopts and, if required by law or the certificate of
incorporation of the Corporation, the shareholders approve the
dissolution of the Company or a plan of liquidation or comparable
plan providing for the disposition of all or substantially all of
the Company’s assets;
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d.
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all or substantially all of the
assets of the Company are disposed of pursuant to a merger,
consolidation, share exchange, reorganization or other transaction
unless the shareholders of the Company immediate
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