FORM OF RESTRICTED STOCK AWARD
AGREEMENT
THIS RESTRICTED STOCK AWARD
AGREEMENT (“Agreement”) is made and entered
into as of ____________ by and between COVENTRY HEALTH CARE,
INC ., a Delaware corporation, (the “Company”) and
__________ (“Holder”).
1.
Restricted Stock Award . The Company hereby awards Holder
__________ shares of the Company’s Common Stock (the
“Common Stock”), subject to the terms and conditions of
this Agreement and the terms and conditions of the Amended and
Restated 2004 Incentive Plan (hereinafter the “Restricted
Stock,” which shall include any additional shares or other
securities received in respect of the Restricted Stock through
stock splits or stock dividends pursuant to Section 3 below or
under the Company’s Amended and Restated 2004 Incentive
Plan). If the terms of this Agreement conflict with or are
inconsistent with the terms of the Amended and Restated 2004
Incentive Plan, the Amended and Restated 2004 Incentive Plan shall
control.
2.
Restrictions, Covenants and Conditions : (a)(i)
Restrictions. Commencing with the date hereof, Holder agrees
that Holder has no right to, and shall not, sell, transfer, pledge
or assign, in whole or in part, the Restricted Stock until (x) the
Restrictive Covenants Agreement (see below) has been executed
within the prescribed time period allowed and (y) the required time
period with respect to each increment of Restricted Stock shall
have lapsed.
(ii) Restrictive Covenants
Agreement. This award of
Restricted Stock is contingent upon the Holder entering into a
Restrictive Covenants Agreement within the prescribed time period
set forth therein. In the event the Holder fails to enter into the
Restrictive Covenants Agreement prior to or concurrently with the
acceptance of this Agreement, then this award of Restricted Stock
shall be forfeited, and this Agreement shall become null and
void.
(iii) Lapse of
Restrictions. If Holder
has entered into the Restrictive Covenants Agreement set forth in
Subsection 2(a)(ii) above, then the restrictions set forth in
Section 2(a)(i)(x) above shall begin to lapse and be no longer in
force and effect, and the required time period referenced in
Section 2(a)(i)(y) above shall lapse in annual cumulative
increments of ______ the number of shares of Restricted Stock awarded
herein, with the first annual increment beginning on
_______________. Fr
