Exhibit 10.4
MAGELLAN HEALTH
SERVICES, INC.
2008 MANAGEMENT INCENTIVE
PLAN
NOTICE OF RESTRICTED STOCK UNIT
AWARD
(REFERENCE NO. 2008-MARCH 4,
2009)
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Name of Grantee:
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Date of Grant:
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March 4, 2009
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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 (“EPS”)
for the year ended December 31, 2009 of at least $1.90
(“2009 EPS Target”); if the Company does not achieve
the 2009 EPS Target in 2009, this tranche will vest if the Company
achieves $1.90 of EPS in any subsequent calendar year up to and
including calendar year 2018, (ii) the portion of this Award
which vests on the 2 nd
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 $2.00 per share
(the “2010 EPS Target”); if the Company does not
achieve the 2010 EPS Target in 2010, this tranche will vest if the
Company achieves $2.00 of EPS in any subsequent calendar year up to
and including calendar year 2018 and (iii) 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, 2011 of at least $2.10 per share (the 2011
“EPS Target”); if the Company does not achieve the 2011
EPS Target in 2011, this tranche will vest if the Company achieves
$2.10 of EPS in any subsequent calendar year up to and including
calendar year 2018.
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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)
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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
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