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EXHIBIT
10(dd)
HUMANA INC.
RESTRICTED STOCK
AGREEMENT
AND AGREEMENT NOT TO
COMPETE OR SOLICIT
UNDER THE 2003 STOCK
INCENTIVE PLAN
THIS RESTRICTED STOCK
AGREEMENT ( “Agreement” ) made as of
[Date] by and between HUMANA INC. , a
corporation duly organized and existing under the laws of the State
of Delaware (hereinafter referred to as the
“Company” ), and (Employee Name),
an employee of the Company (hereinafter referred to as
“Grantee” ).
WITNESSETH:
WHEREAS, the 2003
Stock Incentive Plan (the “Plan” ), for certain
employees and non-employee Directors of the Company and its
subsidiaries was approved by the Company’s Board of Directors
(the “Board” ) and stockholders; and
WHEREAS, the Company
desires to award to Grantee restricted shares of common stock of
the Company in accordance with the Plan.
NOW, THEREFORE, in
consideration of the award of restricted stock to Grantee, the
premises and mutual covenants hereinafter set forth, and other good
and valuable consideration, the Company and Grantee agree as
follows:
I. RESTRICTED STOCK
GRANT
A. Purchase and
Sale of Common Stock . Subject to the terms and conditions
hereinafter set forth, and in accordance with the provisions of the
Plan, the Company hereby grants to Grantee, and Grantee hereby
accepts from the Company [Shares Awarded] Shares. The
purchase price, if any, for the Shares shall be determined by the
Committee, but shall not be less than par value of $.16 2 / 3 per share, except in the case of treasury shares for
which no payment is required.
B . Restrictions
on Non-Vested Shares . Until such time as the Shares
purchased hereunder have become vested in accordance with Section
I.C. (Shares which are not vested are referred to herein as
“Restricted Stock”), such Shares may not be sold,
transferred, pledged, assigned or otherwise alienated or
hypothecated. In addition, such Restricted Stock shall be subject
to forfeiture in accordance with the provisions of Section I.D.
Except for the restrictions provided for in this Section I.B.,
Grantee shall have all of the rights of a stockholder with respect
to Restricted Stock including, but not limited to, the right to
vote and receive dividends, or other distributions paid or made
with respect to the Shares of Restricted Stock (other than
dividends paid in Shares, which stock dividends shall be subject to
the same restrictions as apply to the Restricted Stock with respect
to which they were received).
C. Vesting of
Shares .
1. None of the Restricted
Stock shall vest until [Date] , the [designated
anniversary date] anniversary of the date hereof, at which
time it shall vest in full.
2. Notwithstanding the
foregoing, upon (i) the death or Disability of Grantee, or (ii) a
Change in Control, all restrictions shall lapse and all Shares of
Restricted Stock shall thereafter be immediately transferable and
nonforfeitable.
3. Upon the Shares of
Restricted Stock becoming vested, such Shares shall be free of all
restrictions provided for in this Section I.
D.
Forfeiture . Upon the termination of Grantee’s
employment with the Company prior to the time the Shares of
Restricted Stock have vested pursuant to Section I.C., the Shares
of Restricted Stock shall thereupon be forfeited immediately by
Grantee.
E. Retention of
Stock Certificate . Notwithstanding that Grantee has been
awarded the Shares of Restricted Stock on the date hereof, the
Company has caused all Restricted Stock to be issued under a
Certificate representing the Shares of Restricted Stock prior to
vesting, the Certificate shall bear the following
legend:
“The shares represented
by this certificate have been issued pursuant to the terms of the
Humana Inc. 2003 Stock Incentive Plan and may not be sold,
assigned, transferred, discounted, exchanged, pledged or otherwise
encumbered or disposed of in any manner except as set forth in the
terms of the agreement embodying the award of such shares dated
[Date of Award] .”
Upon the vesting of any Shares of
Restricted Stock, Grantee shall have the right to receive a
certificate evidencing such vested stock and shall have the right
to have the legend provided for above removed from the Certificate
representing such vested Shares.
F. Taxes .
Federal, state and local income taxes and other amounts as may be
required by law to be collected by the Company in connection with
the grant or vesting of an Award shall be paid by Grantee prior to
the issuance of a Certificate representing the shares.
G.
Execution . If Grantee shall fail to execute this
Agreement and return the original to the Secretary of the Company,
the Award shall be null and void.
II. AGREEMENT NOT TO COMPETE AND
AGREEMENT NOT TO SOLICIT
A. Agreement Not To
Compete . Grantee hereby covenants and agrees that for a
period commencing on the date hereof and ending twelve (12) months
after the effective date of Grantee’s termination of
employment with the Company, Grantee, directly or indirectly,
personally, or as an employee, officer, director, partner, member,
owner, shareholder, investor or principal of, or consultant or
independent contractor with, another entity, shall not:
Participate in any business
which competes with the Company, including, without limi
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