Exhibit 10.11

MAGELLAN HEALTH SERVICES

Management Bonus Plan

2004

Purpose

The purpose of Magellan Health Services’ Management Bonus Plan is to reward employees for achieving specific performance objectives contributing to the overall results of the Company.  Business units with function specific plans, such as sales, and recovery functions, are covered under separate plans.

Eligible Participants

•                   Must be full time employees not participating in any other incentive program.

•                   Must be currently meeting or exceeding performance standards.

•                   Must have received a minimum performance review score of 3.0.

•                   Must not have submitted a verbal or written resignation of employment.

•                   Must have been hired on or before January 31, 2004 to be eligible to receive 100% of bonus award.

•                   Must have been hired between February 1 through April 30, 2004 to be eligible to receive 75% of bonus award.

•                   Must have been hired between May 1 through June 30, 2004 to be eligible to receive 50% of the bonus award.

Plan Funding

The plan is funded based on the company meeting or exceeding its EBITDA* targets.

•                  EBITDA is the Company’s consolidated net revenues, less salaries, cost of care and other operating expenses (including amounts accrued for payments under this plan) plus equity in earnings (or minus equity in losses) of unconsolidated subsidiaries, less special charges, all as reported by the Company.

The Target Funding Pool will equal the total of the Target Bonuses (salary times Target Bonus Percentage, see below) of the eligible employees.  The Funding Percentage is the portion or increment of the Target Funding Pool that will determine the Funding Pool.

If the EBITDA Target is met, the Funding Percentage will equal 100%.

If the EBITDA Target is not met, the Target Funding Pool for incentives will be reduced dollar for dollar until the EBITDA Target can be met, or the Target Funding Pool is exhausted, whichever comes first. Any funds remaining after the EBITDA Target is met will be the Maximum Funding Pool for incentives under the Plan.  In such case, the Funding Percentage will equal the percentage of the Maximum Funding Pool to the Target Funding Pool.

If the EBITDA target is exceeded, the Funding