Exhibit 10.6
CONCENTRA INC.
UNRESTRICTED STOCK AWARD
AGREEMENT
November 28,
2005
Recipient: Norman C. Payson, M.D.
This Unrestricted 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 Unrestricted 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
Unrestricted 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 Unrestricted Stock;
Ownership of Unrestricted Shares .
(a) Pursuant to the Plan and
Section 1(b)(i) 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 Unrestricted Stock set forth below, subject to
adjustment pursuant to the provisions of Section 7 of this
Agreement. The Unrestricted Stock will be free from any
restrictions of transferability (except as otherwise provided in
the Stockholders Agreement, dated as of August 17, 1999,
between the Company and certain of its stockholders, as amended
(the “Stockholders Agreement”) or risk of forfeiture.
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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Unrestricted Stock:
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138,890 shares
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Grant No.: NEC 1
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(b) The Company shall issue in your
name a certificate or certificates representing the shares of
Unrestricted Stock subject to the Award (the “Shares”)
and shall cause to be issued and delivered to you or your designee
a certificate representing the number of Shares.
(c) From and after the time that a
certificate or certificates representing the Shares has been issued
in your name, you will be entitled to all the rights of absolute
ownership of the Shares, including the right to vote those shares
and to receive dividends thereon if, as, and when declared by the
Board of Directors.
2.
Representations.
1
(a) You represent and warrant to the
Company that you will be acquiring the Shares for your own account
for the purpose of investment and not with a view to or for sale in
connection w
