Exhibit 10.3
WELLCARE HEALTH PLANS, INC.
2004 EQUITY INCENTIVE PLAN
RESTRICTED STOCK AGREEMENT
FOR
THOMAS TRAN
This RESTRICTED STOCK
AGREEMENT (the “ Agreement
”) is made and entered into effective as of
__________ ___, 2008, by and between WellCare
Health Plans, Inc., a Delaware corporation (the “
Company
”), and Thomas Tran (the “ Grantee
”).
RECITALS
In consideration of
services to be rendered by the Grantee and to provide
incentive to the Grantee to remain with the Company and its
Subsidiaries, it is in the best interests of the Company to
make a grant of Restricted Stock to Grantee in accordance
with the terms of this Agreement; and
The Restricted Stock is
granted pursuant to the WellCare Health Plans, Inc. 2004
Equity Incentive Plan (the “ Plan
”) which is incorporated herein for all
purposes. The Grantee hereby acknowledges receipt
of a copy of the Plan. Unless otherwise provided
herein, terms used herein that are defined in the Plan and
not defined herein shall have the meanings attributable
thereto in the Plan.
NOW, THEREFORE ,
for and in consideration of the mutual premises, covenants
and agreements contained herein, and for other good and
valuable consideration, the receipt and sufficiency of which
is hereby acknowledged, the parties hereto, intending to be
legally bound, hereby agree as follows:
1.
Award of
Restricted Stock . The Company hereby
grants, on the date set forth above (the “ Date
of Grant ”), to the Grantee, 50,000 shares of
common stock, par value $.01 per share, of the Company
(collectively, the “ Restricted
Stock ”), which Restricted Stock is and shall be
subject to the terms, provisions and restrictions set forth
in this Agreement and in the Plan. As a condition
to entering into this Agreement, and as a condition to the
issuance of the Restricted Stock (or any other securities of
the Company), the Grantee agrees to be bound by all of the
terms and conditions herein and in the Plan. The
purchase price per share of Restricted Stock is $.01 per
share (the par value of a share of common stock of the
Company), which shall be paid in cash within ten days of the
Date of Grant.
2.
Vesting of
Restricted Stock .
(a) Except
as otherwise provided in Section 3 hereof, 25% of Restricted
Stock shall become vested on each anniversary of the Date of
Grant (each such date being a “ Vesting
Date”), provided that the
Grantee’s employment with the Company, Comprehensive
Health Management, Inc. ( “CHMI”
) or any other Subsidiary continues through and on the
applicable Vesting Date.
(b) Except
as otherwise provided in Section 3 hereof, there shall be no
proportionate or partial vesting of Restricted Stock in or
during the months, days or periods prior to each Vesting
Date, and all vesting of Restricted Stock shall occur only on
the applicable Vesting Date.
3.
Termination of
Services .
(a) If
the Grantees ceases to be an officer or employee of the
Company, CHMI and any other Subsidiary (the “
Date
of Termination ”), for any reason whatsoever,
any portion of the Restricted Stock which is not yet then
vested, and which does not then become vested pursuant to
this Section 3, shall automatically and without notice
terminate, be forfeited and become null and
void.
(b) Notwithstanding
the foregoing, if the Grantee ceases to be an officer or
employee of the Company, CHMI or any other Subsidiary, and
the Grantee’s employment was terminated (i) by the
Company, CHMI or any other Subsidiary without Cause, as
defined in the Employment Agreement dated as of July 21, 2008
among the Grantee, the Company and CHMI (the “Employment
Agreement” ) or (ii) by the Grantee for Good
Reason, as defined in the Employment Agreement, in either
case, within twelve months after there is a Change in Control
of the Company, as defined in Section 2(c) of the Plan, then
the unvested Restricted Stock shall become immediately vested
as of the Date of Termination.
(c) Notwithstanding
any other term or provision of this Agreement, in the event
that the Grantee’s employment with the Company, CHMI or
any other Subsidiary is terminated on account of the
Grantee’s death or Disability, as defined in the
Employment Agreement, any unvested portion of the Restricted
Stock shall become immediately vested as of the Date of the
Termination.
(d) Notwithstanding
any other term or provision of this Agreement but subject to
the provisions of the Plan, the Committee shall be
authorized, in its sole discretion, based upon its review and
evaluation of the performance of the Grantee and of the
Company and its Subsidiaries, to accelerate the vesting of
all or any portion of the Restricted Stock under this
Agreement, at such times and upon such terms and conditions
as the Committee shall deem advisable.
4.
Delivery of
Restricted Stock . The Company shall make a
book entry in its stock ledger for the Restricted Stock
registered in the Grantee’s name. Upon
vesting, certificates for the Restricted Stock will be issued
in the name of the Grantee and shall be delivered to the
Grantee’s address on record with the Company or to such
other address as the Grantee may instruct the
Company. The Company shall include a restrictive
legend on any stock certificates evidencing shares of
Restricted Stock issued under the Plan or under this
Agreement or, in the case of uncertificated shares of
Restricted Stock issued thereunder, on the required notices
described in Section 151(f) of the Delaware General
Corporation Law (the “DGCL”
).
5.
Rights with
Respect to Restricted Stock .
(a) Except
as otherwise provided in this Agreement, the Grantee shall
have, with respect to all of the shares of Restricted Stock,
whether vested or unvested, all of the rights of a holder of
shares of common stock of the Company, including without
limitation (i) the right to vote such Restricted Stock, (ii)
the right to receive dividends, if any, as may be declared on
the Restricted Stock from time to time, and (iii) the rights
available to all holders of shares of common stock of the
Company upon any merger, consolidation, reorganization,
liquidation or dissolution, stock split-up, stock dividend or
recapitalization undertaken by the Company.
(b) If
at any time while this Agreement is in effect (or shares of
Restricted Stock granted hereunder shall be or remain
unvested while Grantee’s employment continues and has
not yet terminated or ceased for any reason), there shall be
any increase or decrease in the number of issued and
outstanding shares of the Company through the declaration of
a stock dividend or through any recapitalization resulting in
a stock split-up, combination or exchange of such shares,
then and in that event, the Committee shall make any
adjustments it deems fair and appropriate, in view of such
change, in the number of shares of Restricted Stock then
subject to this Agreement. If any such adjustment
shall result in a fractional share, such fraction shall be
disregarded.
(c) Notwithstanding
any term or provision of this Agreement to the contrary, the
existence of this Agreement, or of any outstanding Restricted
Stock awarded hereunder, shall not affect in any manner the
right, power or authority of the Company to make, authorize
or consummate: (i) any or all adjustments, recapitalizations,
reorganizations or other changes in the Company’s
capital structure or its business; (ii) any merger,
consolidation or similar transaction by or of the Company;
(iii) any offer, issue or sale by the Company of any capital
stock of the Company, including any equity or debt
securities, or preferred or preference stock that would rank
prior to or on parity with the Restricted Stock and/or that
would include, have or possess other rights, benefits and/or
preferences superior to those that the Restricted Stock
includes, has or possesses, or any warrants, options or
rights with respect to any of the foregoing; (iv) the
dissolution or liquidation of the Company; (v) any sale,
transfer or assignment of all or any part of the stock,
assets or business of the Company; or (vi) any other
corporate transaction, act or proceeding (whether of a
similar character or otherwise).
6.
Transferability
. Unless otherwise determined by the Committee,
the shares of Restricted Stock are not transferable until and
unless they become vested in accordance with this Agreement,
provided, that in no event may shares of Restricted Stock be
transferred unless there is an available exemption under
federal and applicable state securities laws and regulations
(as determined in the sole and absolute discretion of the
Company). The terms of this Agreement shall be
binding upon the executors, administrators, heirs, successors
and assigns of the Grantee. Any attempt to effect
a Transfer of any shares of Restricted Stock prior to the
date on which the shares of Restricted Stock become vested
shall be void ab initio
. For purposes of this Agreement,
“Transfer” shall mean any sale, transfer,
encumbrance, gift, donation, assignment, pledge,
hypothecation, or other disposition, whether similar or
dissimilar to those previously enumerated, whether voluntary
or involuntary, and including, but not limited to, any
disposition by operation of law, by court order, by judicial
process, or by foreclosure, levy or attachment.
