MAGELLAN HEALTH SERVICES, INC. 2003 MANAGEMENT INCENTIVE PLAN NOTICE OF STOCK OPTION GRANTExecutive Compensation Plan Agreement |
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Exhibit 10.6
MAGELLAN HEALTH SERVICES, INC.
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2003 MANAGEMENT INCENTIVE PLAN
NOTICE OF STOCK OPTION GRANT
REFERENCE No. 20__-___-_ (____________)
As of January 5, 2004
NAME OF OPTIONEE:
SHARES SUBJECT TO OPTION: ______ shares of the Ordinary Common Stock of
Magellan Health Services, Inc. ("Shares")
TYPE OF OPTION: ___X___ Nonqualified ________ Incentive
EXERCISE PRICE PER SHARE: $ ______
DATE OF GRANT: As of January 5, 2004
DATE EXERCISABLE: This option shall be exercisable (prior to its
expiration) in whole or in part only to the
extent it is vested and, prior to the seventh
anniversary of the Date of Grant, only to the
extent the Trading Price on the date of
exercise (on or after the vesting date) exceeds
the Target Price, all as determined as provided
below. In addition, after termination of
Optionee's Service, this option shall be
exercisable (prior to its expiration) during
the time period and on the conditions specified
below (and only during such time period and on
such conditions, notwithstanding the provisions
of the Option Agreement governing the exercise
of an option after termination of service).
The Target Price shall be the amount equal to
$_____ plus a cumulative return thereon of 10%
per annum, with daily compounding, from the
Date of Grant until the date for determining
the Trading Price applicable to the exercise of
the option. The Trading Price applicable to the
date of exercise of the option shall be
determined as of the day on which the Shares
traded immediately preceding the exercise date
based on the Fair Market Value of the Shares
for each of the 20 consecutive trading days
ending on (and including) such trading date.
Exercise after termination of Service:
>> In the event Optionee's Service
terminates by reason of his
resignation, this option (to the
extent then vested and subject to
the foregoing condition for exercise
before the seventh anniversary of
<PAGE>
the Date of Grant regarding the
Trading Price of the Shares) shall
be exercisable only until the later
of (i) 90 days following the date
Optionee's Service terminates by
reason of such resignation and (ii)
the 45th day following the first day
on or after the date Optionee's
Service so terminates when the
Optionee is not subject to a
prohibition imposed by the Company
on trading securities of the Company
and may sell the Shares acquired
upon exercise of the Option without
violation of Rule 10b-5 under the
Securities Exchange Act of 1934.
>> In the event Optionee's Service
terminates by reason of discharge by
the Company for cause, this option
