Exhibit 10.5
CONCENTRA INC.
RESTRICTED STOCK AWARD
AGREEMENT
November 28,
2005
Recipient: Norman C. Payson, M.D.
This Restricted Stock Award
Agreement (the “Agreement”) is entered into as of the
28th day of November, 2005 (the “Date of Grant”),
between Concentra Inc., a Delaware corporation (the
“Company”), and you for the purpose of evidencing an
Award to you of Restricted Stock pursuant to the Concentra Inc.
2005 Stock Option and Restricted Stock Purchase Plan for
Non-Executive Chairman (the “Plan”). Terms used herein
with their initial letters capitalized and not otherwise defined
herein have the respective meanings assigned to them in the
Plan.
This Agreement and the Award of
Restricted Stock granted herein are not binding on the Company
until you sign this document and return it to the Company’s
Legal Department.
1. Award of Restricted Stock;
Escrow and Ownership of Restricted Shares .
(a) Pursuant to the Plan and
Section 1(b)(ii) of Exhibit A to the Chairman’s
Agreement entered into as of November 28, 2005, between the
Company and you (the “Chairman’s Agreement”), the
Board of Directors of the Company has granted to you on this date
the number of shares of Restricted Stock set forth below, subject
to adjustment pursuant to the provisions of Section 7 of this
Agreement. This Award is granted under Section 7 of the Plan
and shall be governed by the terms of the Plan and the
Chairman’s Agreement. In the event of any inconsistency
between the Plan, this Agreement, and/or the Chairman’s
Agreement, the terms of the Chairman’s Agreement shall
govern.
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Restricted Stock:
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402,137 shares
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Grant No.: NEC3
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(b) The Company shall issue in your
name a certificate or certificates representing the shares of
Restricted Stock subject to the Award (the “Restricted
Shares”) and retain that certificate or those certificates
until the restrictions on such Restricted Shares expire or such
Restricted Shares are forfeited as provided herein. You shall
execute one or more stock powers in blank for those certificates
and deliver those stock powers to the Company. You hereby agree
that the Company shall hold the certificate or certificates
representing the Restricted Shares and the related stock powers
pursuant to the terms of this Agreement until such time as such
certificate or certificates are either delivered to you or canceled
pursuant to this Agreement. Promptly following the expiration of
the restrictions on the Restricted Shares as contemplated in this
Agreement, the Company shall cause to be issued and delivered to
you or your designee a certificate representing the number of
Restricted Shares as to which restrictions have lapsed, free of any
restrictive legend relating to the lapsed restrictions. The value
of such Restricted Shares shall not bear any interest owing to the
passage of time.
(c) From and after the time that a
certificate or certificates representing the Restricted Shares has
been issued in your name, you will be entitled to all the rights of
absolute ownership of the Restricted Shares, including the right to
vote those shares and to receive
1
dividends thereon if, as, and when declared by
the Board of Directors, subject, however, to the terms, conditions
and restrictions set forth in this Agreement.
2. Vesting Provisions . You
may not sell, transfer, or otherwise alienate or hypothecate
Restricted Shares until your right to sell, transfer, or otherwise
alienate or hypothecate has vested. Except as otherwise provided in
Section 3 hereof, on each of the following dates on which you
shall continue to serve as the Non-Executive Chairman pursuant to
the terms of the Chairman’s Agreement, the Restricted Shares
will vest on each designated vesting date with respect to the
percentage of the Restricted Shares set forth in Section 1(a)
hereof, as adjusted pursuant to Section 7 of this Agreement,
(rounded to the nearest whole share):
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Designated vesting
date:
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Percentage of Restricted Shares
set forth
in Section 1(a) hereof, as
adjusted,
vesting on such designated vesting
date:
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February 28, 2006
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8.33%
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May 28, 2006
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An additional 8.33%
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August 28, 2006
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An additional 8.33%
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November 28, 2006
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An additional 8.33%
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February 28, 2007
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An additional 8.33%
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May 28, 2007
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An additional 8.33%
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August 28, 2007
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An additional 8.33%
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November 28, 2007
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An additional 8.33%
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February 28, 2008
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An additional 8.33%
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May 28, 2008
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An additional 8.33%
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August 28, 2008
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An additional 8.33%
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November 28, 2008
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The remaining Restricted
Shares
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3. Acceleration of Vesting Upon
Certain Other Events .
(a) Accelerated Vesting Upon
Certain Transactions . The Restricted Shares shall become
immediately and fully vested upon the occurrence, during the term
of the Chairman’s Agreement, of (i) a Change in Control
(as defined below), (ii) an Initial Public Offering (as
defined below), or (iii) the sale by the Company of all or
substantially all of one or more of its operating divisions
representing in the aggregate 25% or more of the Company’s
Consolidated EBITDA (as such term is defined by the Company in
announcing publicly its results of operations).
“Change in Control”
shall mean the occurrence of any of the following
events:
(i) The acquisition by any
individual, entity, or group (within the meaning of
Section 13(d)(3) or 14(d)(2) of the Securities
Exchange Act of 1934, as amended) of beneficial ownership of either
(x) the then outstanding shares of Common Stock of the Company
(the “Outstanding Company Common Stock”) or
(y) the combined voting power of the then outstanding voting
securities of the Company entitled to vote
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generally in the election of
directors (the “Outstanding Company Voting
Securities”), such that Welsh, Carson, Anderson &
Stowe VIII, L.P., ceases to own, in the aggregate, more than 50% of
the Outstanding Company Common Stock or of the Outstanding Company
Voting Securities; provided, however, that for purposes of
this Subparagraph (i), the following acquisitions shall not
constitute a Change of Control: (A) any acquisition of Company
Common Stock or other Company voting securities directly from the
Company as part of or in connection with a transaction which
complies with clauses (A) and (B) of subparagraph
(iii) below; (B) any acquisition by any employee benefit
plan (or related trust) sponsored or maintained by the Company or
any corporation controlled by the Company; or (C) any
acquisition by any corporation pursuant to a transaction which
complies with clauses (A) and (B) of Subparagraph
(iii) below; or
(ii) Individuals who, as of the Date
of the Grant, constitute the Board of Directors cease for any
reason to constitute at least a majority of the Incumbent Board (as
hereinafter defined); or
(iii) Consummation of a
reorganization, merger or consolidation or sale or other
disposition of all or substantially all of the assets of the
Company or an acquisition of assets of another corporation (a
“Business Combination”), in each case, unless,
following such Business Combination; (A) Welsh, Carson,
Anderson & Stowe VIII, L.P., beneficially owns, directly
or indirectly, more than 50% of, respectively, the then outstanding
shares of common stock and the combined voting power of the then
outstanding voting securities entitled to vote generally in the
election of directors, as the case may be, of the corporation
resulting from such Business Combination (including, without
limitation, a corporation which as a result of such transaction
owns the Company or all or substantially all of the Company’s
assets either directly or through one or more subsidiaries); and
(B) at least a majority of the members of the board of
directors of the corporation resulting from such Business
Combination were members of the Incumbent Board at the time of the
execution of the initial agreement, or of the action of the Board,
providing for such Business Combination; or
(iv) Approval by the stockholders of
the Company of a complete liquidation or dissolution of the
Company.
“Incumbent
Board
