SXC HEALTH SOLUTIONS CORP.
RESTRICTED STOCK UNIT AWARD AGREEMENT
SXC Health Solutions Corp., a corporation
existing under the laws of the Yukon Territory of Canada (the
“Company”), hereby grants
(the “Director”) as of
,
(the “Grant Date”), pursuant to Section 7.2 of the
SXC Health Solutions Corp. Long-Term Incentive Plan (the
“Plan”), a restricted stock unit award (the
“Award”) of
restricted stock units, upon and subject to the restrictions, terms
and conditions set forth below. Capitalized terms not defined
herein shall have the meanings specified in the Plan.
1. Award Subject to Acceptance of
Agreement . The Award shall be null and void unless the
Director shall accept this Agreement by executing it in the space
provided below and returning it to the Company.
2. Restriction Period and Vesting .
(a) Subject to Section 2(e), the Award shall vest
(i) with respect to one-quarter (1/4) of the restricted stock
units subject to the Award on the first anniversary of the Grant
Date, an additional one-quarter (1/4) of the restricted stock units
subject to the Award on the second anniversary of the Grant Date,
an additional one-quarter (1/4) of the restricted stock units
subject to the Award on the third anniversary of the Grant Date,
and the remaining one-quarter (1/4) of the restricted stock units
subject to the Award on the fourth anniversary of the Grant Date,
or (ii) earlier pursuant to Section 2(b) or (d) hereof
(the “Restriction Period”).
(b) Subject to Section 2(e), if the
Director’s service terminates by reason of permanent
disability or due to death, the Award shall become fully vested as
of the effective date of the Director’s termination of
service or the date of death, as the case may be. For purposes of
this Agreement, “permanent disability” shall mean the
inability of the Director to substantially perform his or her
duties for a continuous period of at least six months as determined
by the Committee.
(c) Subject to Section 2(e), if the
Director’s service to the Company terminates for any reason
other than permanent disability or death, the portion of the Award,
if any, which is not vested as of the effective date of the
Director’s termination of service shall be forfeited and
cancelled by the Company.
(d) (1) In the event of a Change in
Control (as defined in Appendix A), the Award shall
immediately vest in full.
(2) In the event of a Change in Control
pursuant to paragraph (3) or (4) of Appendix A, the
Board of Directors (as constituted prior to such Change in Control)
may, in its discretion (subject to existing contractual
arrangements):
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(i)
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require that shares of stock of the
corporation resulting from such Change in Control, or a parent
corporation thereof, be substituted for some or all of the Shares
(as defined in Section 3) issuable pursuant to the Award, as
determined by the Board of Directors; and/or
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(ii)
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require the Award, in whole or in
part, to be surrendered to the Company by the Director and to be
immediately cancelled by the Company, and provide for the Director
to receive a cash payment in an amount not less than the amount
determined by multiplying the number of restricted stock units
subject to the Award immediately prior to such cancellation (but
after giving effect to any adjustment pursuant to Section 12.4 of
the Plan in respect of any transaction that gives rise to such
Change in Control) by the highest per share price offered to
holders of shares of the Company’s common stock, no par value
per share (the “Common Stock”), in any transaction
whereby the Change in Control takes place.
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(3) The Company may, but is not required
to, cooperate with the Director if the Director is subject to
Section 16 of the Securities Exchange Act of 1934, as amended
(the “Exchange Act”), to assure that any cash payment
or substitution in accordance with the foregoing to the Director is
made in compliance with Section 16 and the rules and
regulations thereunder.
3. Conversion of Restricted Stock Units
and Issuance of Shares . Upon the vesting of all or any portion
of the Award in accordance with Section 2 hereof, one share of
the Common Stock shall be issuable for each restricted stock unit
that vests on such date (the “Shares”), subject to the
terms and provisions of the Plan and this Agreement, and not later
than 30 days thereafter, the Company will transfer such Shares
to the Director. No fractional shares shall be issued under this
Agreement.
4. No Rights as a Shareholder; Dividend
Equivalents . Prior to the issuance and transfer of Shares upon
vesting, the Director will be credited with amounts equal to any
cash dividends that would be payable to the Director if the
Director had been transferred such Shares, which amounts shall
accrue during the Restriction Period and be paid in cash upon lapse
of the Restriction Period. This Section 4 will not apply with
respect to record dates for dividends occurring prior to the Grant
Date or after the Restriction Period has lapsed. During the
Restriction Period, the Director (and any person succeeding to the
Director’s rights pursuant to the Plan) will not be a
shareholder of record of the Shares underlying the Award and will
have no voting or other shareholder rights with respect to such
Shares.
5. Termination of Award . In the
event that the Director shall forfeit all or a portion of the
restricted stock units subject to the Award, the Director shall
promptly return this Agreement to the Company for cancellation.
Such cancellation shall be effective regardless of whether the
Director returns this Agreement.
6.
Additional Terms and Conditions of Award .
6.1 Nontransferability of Award . During
the Restriction Period, the restricted stock units subject to the
Award and not then vested may not be transferred by the Director
other than by will, the laws of descent and distribution or
pursuant to Section 12.5 of the Plan on a beneficiary
designation form approved by the Company. Except as permitted by
the foregoing, during the Restriction Period, the restricted stock
units subject to the Award and not then vested may not be sold,
transferred, assigned, pledged, hypothecated, encumbered or
otherwise disposed of (whether by operation of law or otherwise) or
be subject to execution, attachment or similar process. Any such
attempted sale, transfer, assignment, pledge, hypothecation or
encumbrance, or other disposition of such shares shall be null and
void.
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6.2. Withholding Taxes . The Director
understands and agrees that he or she is responsible for, and shall
pay, all applicable federal, state or local taxes arising out of or
relating to this Award. Notwithstanding the foregoing, if required
by applicable law, as a condition precedent to the delivery to the
Director of any of the Shares subject to the Award, the Director
shall, upon request by the Company, pay to the Company (or shall
cause a broker-dealer on behalf of the Director to pay to the
Company) such amount of cash as the Company may be required, under
all applicable federal, state, local or other laws or regulations,
to withhold and pay over as income or other withholding taxes with
respect to the Award.
6.3. Compliance with Applicable Law . The
Award is subject to the condition that if the listing, registration
or qualification of the Shares subject to the Award upon any
securities exchange or under any law, or the consent or approval of
any governmental body, or the taking of any other action is
necessary or desirable as a condition of, or in connection with,
the vesting of the restricted stock units or the delivery of the
Shares hereunder, the Shares subject to the Award may not be
delivered, in whole or in part, unless such listing, registration,
qualification, consent or approval shall have been effected or
obtained, free of any conditions not acceptable to the Company. The
Company agrees to use reasonable efforts to effect or obtain any
such listing, registration, qualification, consent or
approval.
6.4. Delivery of Certificates . As soon
as practicable after the vesting of the Award, in whole or in part,
the Company shall deliver or cause to be delivered one or more
certificates issued in the Director’s name (or such other
name as is acceptable to the Company and designated in writing by
the Director) representing the number of vested shares.
6.5. Award Confers No Rights to Continued
Service . In no event shall the granting of the Award or its
acceptance by the Director give or be deemed to give the Director
any right to continued service by the Company or an
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