Exhibit 10.1
RESTRICTED STOCK AWARD
AGREEMENT
THIS RESTRICTED STOCK AWARD
AGREEMENT (“Agreement”) is made and entered
into as of September 26, 2008 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 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
2004 Incentive Plan). If the terms of this Agreement conflict
with or are inconsistent with the terms of the 2004 Incentive Plan,
the 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 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and be no longer in force and effect, and the required time period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 one-fourth the number of shares of
Restricted Stock awarded herein, with the first annual increment
beginning on September 26, 2009. From and after each annual date,
the shares as to which the above restrictions have lapsed shall be
owned by Holder free and clear of all restrictions or limitations
of this Agreement. As soon as reasonably practicable after each
date the restrictions shall lapse, the Company shall deliver the
unrestricted shares to Holder, either by issuing a stock
certificate for th
