Notice of Grant of Stock Options and Option Agreement

Exhibit 10.19

		CorVel Corporation
Notice of Grant of Stock Options		ID: 33-0282651
and Option Agreement		2010 Main Street Suite 600
		Irvine, California 92614

Daniel J. Starck

You have been granted an option to acquire CorVel Corporation (the “Corporation”) common stock (the “Common Stock”) as follows:

Non-Qualified Stock Option Grant No.			003734
Date of Grant			2/4/2008
Stock Option Plan			1988
Option Price Per Share		$	25.10
Total Number of Shares Granted			6,000.00
Total Price of Shares Granted		$	150,600.00
Expiration Date			2/4/2013

Provided you continue to be a Service Provider (as defined in the Stock Option Agreement attached hereto as Exhibit A) throughout the specified period, the Option will become exercisable in accordance with Schedule A.

Optionee (and Optionee’s spouse) hereby agree(s) that the option is granted pursuant to and in accordance with the express terms and conditions of the Stock Option Agreement and the Corporation’s Restated Omnibus Incentive Plan.

/s/ V. Gordon Clemons		2/11/2008
CorVel Corporation		Date
/s/ Daniel J. Starck		2/11/2008
Daniel J. Starck		Date
Spouse		Date

		Date:     2/6/2008
		Time:     3:14:22PM

CONFIDENTIAL TREATMENT REQUESTED

Schedule A
February 2008 Performance Option

Grant: 6,000 shares

Definitions:

“Revenue” shall mean all revenues recognized in the Company’s external financial statements during each of the respective calendar years from the combination of: i) the Company’s Enterprise Comp customers for the purchase of claims management and related claims services, including case management and bill review, and ii) the Company’s MedCheck Select out-of-network bill review and professional review services. The Targets and the Alternative Targets shall be adjusted upward for any proforma expected annual revenue (as determined and approved by the Compensation Committee of Board of Directors based upon the acquired entity’s most recent quarter financial statements) acquired through acquisition of another entity at any time after January 1, 2008. The Targets and Alternative Targets shall be adjusted on a pro rata basis by the amount of such annualized revenue of the acquired entity upon the Closing of the acquisition.

“Calendar 2009 Achieve Target” shall mean the Company recognizes Revenue of at least $[**,***,***]* during calendar year 2009.

“Calendar 2009 Achieve Alternate Target” shall mean the Company recognizes Revenue of at least $[**,***,***]* during calendar year 2009.

“Calendar 2010 Achieve Target” shall mean the Company recognizes Revenue of at least $[***,***,***]* during calendar year 2010.

“Calendar 2010 Achieve Alternate Target” shall mean the Company recognizes Revenue of at least $[***,***,***]* during calendar year 2010.

“Calendar 2011 Achieve Target” shall mean the Company recognizes Revenue of at least $[***,***,***]* during calendar year 2011.

“Calendar 2011 Achieve Alternate Target” shall mean the Company recognizes Revenue of at least $[***,***,***]* during calendar year 2011.

Unless otherwise defined herein, capitalized terms used herein shall have the meanings assigned to them in the Stock Option Agreement.

CONFIDENTIAL TREATMENT REQUESTED
Vesting Schedule:

Upon the Company achieving the specified targets set forth in the table below, the Option shall become exercisable during each stated calendar year for the number of Option Shares set forth opposite such targets described in the table below.

				Performance Vesting
Performance						Number of Option Shares That Will Vest †
						Calendar				Calendar				Calendar
Calendar 2009		Calendar 2010		Calendar 2011		2009				2010				2011				Total
Achieve Target		Fail to Achieve Any Target		Fail to Achieve Any Target			1,800				0				0				1,800
Achieve Target		Fail to Achieve Any Target		Achieve Alternate Target			1,800				0				1,500				3,300
Achieve Target		Fail to Achieve Any Target		Achieve Target			1.800				0				3,000				4,800
Achieve Target		Achieve Alternate Target		Fail to Achieve Any Target			1,800				900				0				2,700
Achieve Target		Achieve Alternate Target		Achieve Alternate Target			1,800				900				1,200				3,900
Achieve Target		Achieve Alternate Target		Achieve Target			1,800				900				2,400				5,100
Achieve Target		Achieve Target		Fail to Achieve Any Target			1.800				1.800				0				3,600
Achieve Target		Achieve Target		Achieve Alternate Target			1,800				1,800				1,200				4,800
Achieve Target		Achieve Target		Achieve Target			1,800				1,800				2,400				6,000
Achieve Alternate Target		Fail to Achieve Any Target		Fail to Achieve Any Target			900				0				0				900
Achieve Alternate Target		Fail to Achieve Any Target		Achieve Alternate Target			900				0				1,500				2,400
Achieve Alternate Target		Fail to Achieve Any Target		Achieve Target			900				0				3,000				3,900
Achieve Alternate Target		Achieve Alternate Target		Fail to Achieve Any Target			900				900				0				1,800
Achieve Alternate Target		Achieve Alternate Target		Achieve Alternate Target			900				900				1,200				3,000
Achieve Alternate Target		Achieve Alternate Target		Achieve Target			900				900				2,400				4,200
Achieve Alternate Target		Achieve Target		Fail to Achieve Any Target			900				1,800				0				2,700
Achieve Alternate Target		Achieve Target		Achieve Alternate Target			900				1,800				1,200				3,900
Achieve Alternate Target		Achieve Target		Achieve Target			900				1,800				2,400				5,100
Fail to Achieve Any Target		Fail to Achieve Any Target		Fail to Achieve Any Target			0				0				0				0
Fail to Achieve Any Target		Fail to Achieve Any Target		Achieve Alternate Target			0				0				1,500				1,500
Fail to Achieve Any Target		Fail to Achieve Any Target		Achieve Target			0				0				3,000				3,000
Fail to Achieve Any Target		Achieve Alternate Target		Fail to Achieve Any Target			0				1,200				0				1,200
Fail to Achieve Any Target		Achieve Alternate Target		Achieve Alternate Target			0				1,200				1,200				2,400
Fail to Achieve Any Target		Achieve Alternate Target		Achieve Target			0				1,200				2,400				3,600
Fail to Achieve Any Target		Achieve Target		Fail to Achieve Any Target			0				2,400				0				2,400
Fail to Achieve Any Target		Achieve Target		Achieve Alternate Target			0				2,400				1,200				3,600
Fail to Achieve Any Target		Achieve Target		Achieve Target			0				2,400				2,400				4,800

Notwithstanding anything to the contrary in this Schedule A or the Stock Option Agreement to which this Schedule A is attached, the Company shall have the right, in its sole discretion, with or without the consent of the Optionee, to amend this Schedule A to adjust any or all of the targets, dates and/or target Revenue amounts as it deems equitable to recognize unusual or non-recurring events, including, but not limited to the Company’s acquisition of another business entity or assets, a corporate merger or other consolidation, or the sale or discontinuation of significant business operations or business units of the Company; changes in tax laws or accounting procedures; and any other extraordinary circumstances.

Section 16 Insiders Discretionary Option Grant Program

CorVel Corporation

Stock Option Agreement

     A. The Board has adopted the Plan for the purpose of retaining the services of selected Employees, non-employee members of the Board (or the board of directors of any Parent or Subsidiary) and consultants and advisors who provide services to the Company (or any Parent or Subsidiary).

     B. Optionee is to render valuable services to the Company (or a Parent or Subsidiary), and this Agreement is executed pursuant to, and is intended to carry out the purposes of, the Plan in connection with the Company’s grant of an option to Optionee.

     C. All capitalized terms in this Agreement shall have the meaning assigned to them in the attached Appendix.

          Now, therefore, it is hereby agreed as follows:

          1. Grant of Option . Subject to and upon the terms and conditions set forth in this Agreement, Optionee is hereby granted, as of the Grant Date, an option to purchase the Option Shares. The Option Shares shall be purchasable from time to time during the option term at the Exercise Price.

          2. Option Term . This option shall expire at the close of business on the Expiration Date, unless sooner terminated in accordance with this Agreement.

          3. Limited Transferability .

               (a) During Optionee’s lifetime, this option shall be exercisable only by Optionee and shall not be assignable or transferable other than by will, by the laws of descent and distribution following the Optionee’s death, or to any “Family Member” (as such term is defined in the General Instructions to Form S-8 (or any successor to such Instructions or such Form) under the Securities Act), provided that Optionee may not receive any consideration for such transfer, the Family Member may not make any subsequent transfers other than by will or by the laws of descent and distribution and the Company receives written notice of such transfer. This assigned portion may only be exercised by the person or persons who acquire a proprietary interest in the option pursuant to the assignment. The terms applicable to the assigned portion shall be the same as those in effect for this option immediately prior to such assignment and shall be set forth in such documents issued to the assignee as the Company may deem appropriate.

               (b) Should Optionee die while holding this option, then this option shall be transferred in accordance with Optionee’s will or the laws of inheritance. However, Optionee may designate one or more persons as the beneficiary or beneficiaries of this option, and this option shall, in accordance with such designation, automatically be transferred to such

beneficiary or beneficiaries upon Optionee’s death while holding this option. Such beneficiary or beneficiaries shall take the transferred option subject to all the terms and conditions of this Agreement, including (without limitation) the limited time period during which this option may, pursuant to Paragraph 5, be exercised following Optionee’s death.

          4. Exercisability . This option shall become exercisable in one or more installments as specified in the Grant Notice. As the option becomes exercisable for such installments, those installments shall accumulate, and the option shall remain exercisable for the accumulated installments until the Expiration Date or sooner termination of the option term.

          5. Effect of Cessation of Service .

               (a) Should Optionee cease to be a Service Provider for any reason (other than death, Permanent Disability or Misconduct) while this option is outstanding, then this option shall remain exercisable until the earlier of (i) the expiration of the three month period commencing with the date of such cessation of Service Provider status or (ii) the Expiration Date.

               (b) Should Optionee cease to be a Service Provider by reason of Permanent Disability or death while this option is outstanding, then the option shall remain exercisable until the earlier of (i) the expiration of the twelve month period commencing with the date of such cessation of Service Provider status or (ii) the Expiration Date.

               (c) Should Optionee cease to be a Service Provider due to termination for Misconduct, then this option shall terminate immediately.

               (d) During the limited period of post-service exercisability, this option may not be exercised in the aggregate for more than the number of Option Shares for which the option is exercisable at the time Optionee ceased to be a Service Provider. This option shall, immediately when Optionee ceases to be a Service Provider for any reason, terminate with respect to any Option Shares for which this option is not otherwise at that time exercisable. Upon the expiration of the limited post-service exercise period or (if earlier) upon the Expiration Date, this option shall terminate entirely.

          6. Effect of Corporate Transaction .

               (a) This option, to the extent outstanding at the time of a Corporate Transaction but not otherwise fully exercisable, shall automatically accelerate so that this option shall, immediately prior to the effective date of such Corporate Transaction, become exercisable for all of the Option Shares at the time subject to this option. However, this option shall not become exercisable on such an accelerated basis, if and to the extent: (i) this option is, in connection with the Corporate Transaction, to be assumed by the successor corporation (or parent thereof) or to be replaced with a comparable option to purchase shares of the capital stock of the successor corporation (or parent thereof) or (ii) this option is to be r