Exhibit 10.2

 

MAGELLAN HEALTH, INC.

 

2011 MANAGEMENT INCENTIVE PLAN

 

NOTICE OF STOCK OPTION GRANT

 

(REFERENCE NO. 2011-MARCH 3, 2016)

 

	
Name of Optionee:
    	
 
    	
[Employee Name]
    
	
 
    	
 
    	
 
    
	
Shares Subject to
   Option:
    	
 
    	
     shares of Ordinary Common   Stock of Magellan Health, Inc. (the “Shares”)
    
	
 
    	
 
    	
 
    
	
Type of Option:
    	
 
    	
x  Nonqualified                                               o Incentive
    
	
 
    	
 
    	
 
    
	
Exercise Price per
   Share:
    	
 
    	
$
    
	
 
    	
 
    	
 
    
	
Date of Grant:
    	
 
    	
March 3, 2016
    
	
 
    	
 
    	
 
    
	
Date Exercisable and Other Conditions of   Exercise:
    	
 
    	
This option shall be exercisable, in whole or in   part, until its Expiration Date, only to the extent it is vested and while   the Optionee’s Service with the Company, a Subsidiary or a Parent company   continues. In addition, this option, to the extent vested on the date of   termination of the Optionee’s Service, shall be exercisable for the period   after the termination of the Optionee’s Service provided by Optionee’s Option   Agreement, unless a different period is specified in Optionee’s employment   agreement with the Company, a Subsidiary or a parent company, in which case   this option shall be exercisable for such different period after termination   of Optionee’s Service (but in no event on or after the Expiration Date).



In addition, this option may be exercised, to the   extent vested, only when exercise is otherwise permitted in accordance with   the terms of the 2011 Management Incentive Plan and the Option Agreement to   which this notice of grant relates (including the provisions thereof   applicable in the event of Injurious Conduct).
    
	
 
    	
 
    	
 
    
	
Vesting:
    	
 
    	
This option shall vest with respect to the Shares   subject hereto as to one-third of such Shares on each of the first, second   and third anniversaries of the Date of Grant, provided that in each case the   Optionee’s Service has not terminated prior to such date.



Notwithstanding the preceding paragraph, if the   Optionee’s Service is terminated for Retirement as defined under the   Company’s Retirement Policy Applicable to Employee Stock Options, this Option   shall earlier vest immediately with respect to 100% of the Shares subject   hereto.



Notwithstanding the first paragraph of this section   entitled “Vesting”, this Option shall earlier vest immediately with respect to   100% of the Shares subject hereto in the event, after the date hereof, a   Change in Control of the Company (as defined below) shall have occurred and   within the period of eighteen months (or such other period as is provided by   Optionee’s employment agreement, if any, in effect at the time of the Change   of Control) following occurrence of the Change in Control, Optionee’s Service   with the Company shall be terminated by the Company without Cause (as defined   below) or by the Optionee with Good Reason (as defined below), provided that   the Optionee’s Service with the Company has not
    


 

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previously terminated after the date hereof for any   other reason, and upon such accelerated vesting this Option shall continue to   be exercisable for the same period after such termination of Optionee’s   Service as provided above. For purposes of this Option, the terms “Change in   Control,” “Cause” and “Good Reason” shall have the same meanings as provided   in any employment agreement between the Company and Optionee in effect at the   time of the Change in Control (including any terms of substantially   comparable significance in any such employment agreement even if not of   identical wording) or, if no such employment agreement is in effect at such   time or no such meanings are provided in such employment agreement, shall   have the meanings ascribed thereto below:
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
SECTION 10.                     A “Change   in Control” of the Company shall mean the first to occur after the date hereof   of any of the following events:
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
(a)                                 any   “person,” as such term is used in Sections 3(a)(9) and 13(d) of the   Securities Exchange Act of 1934, as amended (the “Exchange Act”), becomes a   “beneficial owner,” as such term is used in Rule 13d-3 promulgated under   the Exchange Act, of 50% or more of the Voting Stock (as defined below) of   the Company;
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
(b)                                 the   majority of the Board of Directors of the Company consists of individuals   other than “Continuing Directors,” which shall mean the members of the Board   on the date hereof;
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
(c)                                  the   Board of Directors of the Company adopts and, if required by law or the   certificate of incorporation of the Corporation, the shareholders approve the   dissolution of the Company or a plan of liquidation or comparable plan   providing for the disposition of all or substantially all of the Company’s   assets;
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
(d)                                 all   or substantially all of the assets of the Company are disposed of pursuant to   a merger, consolidation, share exchange, reorganization or other transaction   unless the shareholders of the Company immediately prior to such merger,   consolidation, share exchange, reorganization or other transaction   beneficially own, directly or indirectly, in substantially the same   proportion as they previously owned the Voting Stock or other ownership   interests of the Company, a majority of the Voting Stock or other ownership   interests of the entity or entities, if any, that succeed to the business of   the Company; or
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
(e)                                  the   Company merges or combines with another company and, immediately after the   merger or combination, the shareholders of the Company immediately prior to   the merger or combination own, directly or indirectly, 50% or less of the   Voting Stock of the successor company, provided that in making such   determination there shall being excluded from the number of shares of Voting   Stock held by such shareholders, but not from the Voting Stock of the   successor company, any shares owned by Affiliates of such other company who   were not also Affiliates of the Company prior to such merger or combination.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
SECTION 11.                                        “Cause”   shall mean:
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
(a)                                 Optionee   is convicted of (or pleads guilty or nolo contendere to) a felony or a crime   involving moral turpitude;
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
(b)                                 Optionee’s   commission of an act of fraud or dishonesty involving his or her duties on   behalf of the Company;
    


 

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(c)                                  Optionee’s   willful failure or refusal to faithfully and diligently perform duties   lawfully assigned to Optionee as an officer or employee of the Company or   other willful breach of any material term of any employment agreement at the   time in effect between the Company and Optionee; or
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
(d)                                 Optionee’s   willful failure or refusal to abide by the Company’s policies, rules,   procedures or directives, including any material violation of the Company’s   Code of Ethics.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
SECTION 12.                                        “Good   Reason” shall mean:
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
(a)                                 a   reduction in Optionee’s salary in effect at the time of a Change in Control,   unless such reduction is comparable in degree to the reduction that takes   place for all other employees of the Company of comparable rank (for which   purpose any person who is an executive officer of the Company (as determined   for purposes of the Exchange Act shall be considered of comparable rank) or a   reduction in Optionee’s target bonus opportunity for the year in which or any   year after the year in which the Change of Control occurs from Optionee’s   target bonus opportunity for the year in which the Change in Control occurs   (if any) as established under any employment agreement Optionee has with the   Company or any bonus plan of the Company applicable to Optionee (or, if no   such target bonus opportunity has yet been established for Optionee under a   bonus plan applicable to Optionee for the year in which the Change of Control   has occurred, the target bonus opportunity so established for Optionee for   the immediately preceding year (if any)), For purposes of this provision, an   action or actions of the Company will be deemed “material” if, individually   or in the aggregate, the action or actions result(s) or potentially   result(s) in a reduction in compensation in the current year or a future   year having a present value to Optionee of at least one and one half percent   (1.5%) of Optionee’s then current base salary, provided that Optionee will   have a legal right to claim damages for a breach of contract for any action   by the Company or event having an effect described under those paragraphs   that does not meet this objective materiality test, and actions may be   material in a given case at levels less than the specified level.;
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
b.         a material diminution   in Optionee’s position, duties or responsibilities as in effect at the time   of a Change in Control or the assignment to Optionee of duties which are   materially inconsistent with such position, duties and authority, unless in   either case such change is made with the consent of the Optionee; or
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
c.          the relocation by more   than 50 miles of the offices of the Company which constitute at the time of   the Change in Control Optionee’s principal location for the performance of   his or her services to the Company;
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
provided that, in each   such case, Optionee provides notice to the Company within 90 days that such   event or condition constituting Good Reason has arisen, and such event or   condition continues uncured for a period of more than 30 days after Optionee   gives notice thereof to the Company, and Optionee terminates Service within   18 months after such event or condition has arisen.
    


 

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For purposes of the foregoing definitions,   (A) “the Company” shall include any entity that succeeds to all or   substantially all of the business of the Company, (B) “Affiliate” of a   person or other entity shall mean a person or other entity that directly or   indirectly controls, is controlled by, or is under common control with the   person or other entity specified, and (C) “Voting Stock” shall mean any   capital stock of any class or classes having general voting power under   ordinary circumstances, in the absence of contingencies, to elect the   directors of a corporation and reference to a percentage of Voting Stock   shall refer to such percentage of the votes that all such Voting Stock is   entitled to cast.
    
	
 
    	
 
    	
 
    
	
Other Terms (if any):
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
Expiration Date:
    	
 
    	
March 3, 2026
    


 

By signing your name below, you accept this award and acknowledge and agree that this award is granted under and governed by the terms and conditions of the Magellan Health, Inc. 2011 Management Incentive Plan and the related Stock Option Agreement, reference number 2011-March 3, 2016, both of which are hereby made a part of this document.

 

 

	
 
    	
 
    	
MAGELLAN HEALTH, INC.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
Name: Barry M. Smith
    
	
 
    	
 
    	
Title: Chief Executive   Officer
    
	
 
    	
 
    	
 
    
	
OPTIONEE:
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
Name:
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
Date:
    	
 
    	
 
    


 

10.2-4