Ex-10.4



 





Exhibit 10.4




HEALTHSPRING, INC.

RESTRICTED SHARE AWARD AGREEMENT

(Directors)




     THIS RESTRICTED SHARE AWARD AGREEMENT (this “Agreement”) is made and entered into as of the
___ day of ___, 2007 (the “Grant Date”), between HealthSpring, Inc., a Delaware corporation
(the “Company”), and ___, (the “Grantee”). Capitalized terms not otherwise defined herein
shall have the meaning ascribed to such terms in the HealthSpring, Inc. 2006 Equity Incentive Plan
(the “Plan”).



     WHEREAS, the Company has adopted the Plan, which permits the issuance of restricted shares of
the Company’s common stock, par value $0.01 per share (the “Common Stock”); and



     WHEREAS, pursuant to the Plan, the Committee responsible for administering the Plan has
granted an award of restricted shares to the Grantee as provided herein;



     NOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth and for other
good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto, intending to be legally bound hereby, agree as follows:



     1. Grant of Restricted Shares.



          (a) The Company hereby grants to the Grantee an award (the “Award”) of ___ shares of
Common Stock of the Company (the “Shares” or the “Restricted Shares”) on the terms and conditions
set forth in this Agreement and as otherwise provided in the Plan.



          (b) The Grantee’s rights with respect to the Award shall remain forfeitable at all times prior
to the dates on which the restrictions shall lapse in accordance with
Sections 2 and 3 hereof.



     2. Terms and Rights as a Stockholder.



          (a) Except as provided herein and subject to such other exceptions as may be determined by the
Committee in its discretion, the “Restricted Period” for Restricted Shares granted herein shall
expire on the first anniversary of the date hereof.



          (b) The Grantee shall have all rights of a stockholder with respect to the Restricted Shares,
including the right to receive dividends and the right to vote such Shares, subject to the
following restrictions:



               (i) the Grantee shall not be entitled to delivery of the stock certificate for any Shares
until the expiration of the Restricted Period as to such Shares;



               (ii) none of the Restricted Shares may be sold, assigned, transferred, pledged, hypothecated
or otherwise encumbered or disposed of during the Restricted Period as to such Shares; and



 









 





               (iii) except as otherwise determined by the Committee at or after the grant of the Award
hereunder, all of the Restricted Shares shall be forfeited, and all rights of the Grantee to such
Shares shall terminate, without further obligation on the part of the Company, unless the Grantee
continues his/her service as a director of the Company, a Subsidiary or Affiliate for the entire
Restricted Period.



          (c) Notwithstanding the foregoing, the Restricted Period shall automatically terminate as to
all Restricted Shares awarded hereunder (as to which such Restricted Period has not previously
terminated) upon the termination of the Grantee’s service as a director of the Company, a
Subsidiary or Affiliate which results from the Grantee’s death or Disability.


Any Shares, any other securities of the Company and any other property (except for cash dividends)
distributed with respect to the Restricted Shares shall be subject to the same restrictions, terms
and conditions as such Restricted Shares.




     3. Termination of Restrictions. Following the termination of the Restricted Period,
all restrictions set forth in this Agreement or in the Plan relating to the Restricted Shares shall
lapse and a stock certificate for the appropriate number of Shares, free of the restrictions and
restrictive stock legend, shall, upon request, be delivered to the Grantee or the Grantee’s
beneficiary or estate, as the case may be, pursuant to the terms of this Agreement.



     4. Delivery of Shares.



          (a) As of the date hereof, certificates representing the Restricted Shares shall be registered
in the name of the Grantee and held by the Company or transferred to a custodian appointed by the
Company for the account of the Grantee subject to the terms and conditions of the Plan and shall
remain in the custody of the Company or such custodian until their delivery to the Grantee or
Grantee’s beneficiary or estate as set forth in Sections 4(b) and (c) hereof or
their reversion to the Company as set forth in Section 2(b) hereof.



          (b) Certificates representing Restricted Shares in respect of which the Restricted Period has
lapsed pursuant to this Agreement shall be delivered to the Grantee upon request following the date
on which the restrictions on such Restricted Shares lapse.



          (c) Certificates representing Restricted Shares in respect of which the Restricted Period
lapsed upon the Grantee’s death shall be delivered to the executors or administrators of the
Grantee’s estate as soon as practicable following the receipt of proof of the Grantee’s death
satisfactory to the Company.



          (d) Each certificate representing Restricted Shares shall bear a legend in substantially the
following form or substance:



THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, TRANSFERRED,
PLEDGED OR OTHERWISE DISPOSED OF WITHOUT REGISTRATION UNDER THE SECURITES ACT OF
1933




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AND UNDER APPLICABLE BLUE SKY LAW OR UNLESS SUCH SALE, TRANSFER, PLEDGE OR OTHER
DISPOSITION IS EXEMPT FROM REGISTRATION THEREUNDER.



THIS CERTIFICATE AND THE SHARES OF STOCK REPRESENTED HEREBY ARE SUBJECT TO THE TERMS
AND CONDITIONS (INCLUDING FORFEITURE AND RESTRICTIONS AGAINST TRANSFER) CONTAINED IN
THE HEALTHSPRING, INC. 2006 EQUITY INCENTIVE PLAN (THE “PLAN”) AND THE RESTRICTED
SHARE AWARD AGREEMENT (THE “AGREEMENT”) BETWEEN THE OWNER OF THE RESTRICTED SHARES
REPRESENTED HEREBY AND HEALTHSPRING, INC. (THE “COMPANY”). THE RELEASE OF SUCH
SHARES FROM SUCH TERMS AND CONDITIONS SHALL BE MADE ONLY IN ACCORDANCE WITH THE
PROVISIONS OF THE PLAN AND THE AGREEMENT AND ALL OTHER APPLICABLE POLICIES AND
PROCEDURES OF THE COMPANY, COPIES OF WHICH ARE ON FILE AT THE COMPANY.



     5. Effect of Lapse of Restrictions. To the extent that the Restricted Period
applicable to any Restricted Shares shall have lapsed, the Grantee may receive, hold, sell or
otherwise dispose of such Shares free and clear of the restrictions imposed under the Plan and this
Agreement upon compliance with applicable legal requirements.



     6. No Right to Continued Service. This Agreement shall not be construed as giving
Grantee the right to continue to serve as a director of the Company or any Subsidiary or Affiliate,
and the Company or any Subsidiary or Affiliate may at any time dismiss Grantee from service as a
director, free from any liability or any claim under the Plan.



     7. Adjustments. The Committee shall make equitable and proportionate adjustments in
the terms and conditions of, and the criteria included in, this Award in recognition of unusual or
nonrecurring events (including, without limitation, the events described in Section 4.2 of the
Plan) affecting the Company or the financial statements of the Company or of changes in applicable
laws, regulations, or accounting principals in accordance with the Plan.



     8. Amendment to Award. Subject to the restrictions contained in the Plan, the
Committee may waive any conditions or rights under, amend any terms of, or alter, suspend,
discontinue, cancel or terminate, the Award, prospectively or retroactively; provided that any such
waiver, amendment, alteration, suspension, discontinuance, cancellation or termination that would
adversely affect the rights of the Grantee or any holder or beneficiary of the Award shall not to
that extent be effective without the consent of the Grantee, holder or beneficiary affected.



     9. Withholding of Taxes. If the Grantee makes an election under Section 83(b) of the
Code with respect to the Award, the Award made pursuant to this Agreement shall be conditioned upon
the prompt payment to the Company of any applicable withholding obligations or withholding taxes by
the Grantee (“Withholding Taxes”). Failure by the Grantee to pay such Withholding Taxes will
render this Agreement and the Award granted hereunder null and void ab initio and the Restricted
Shares granted hereunder will be immediately cancelled. If the



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Grantee does not make an election under Section 83(b) of the Code with respect to the Award,
upon the lapse of the Restricted Period with respect to any portion of Restricted Shares (or
property distributed with respect thereto), the Company shall satisfy the required Withholding
Taxes as set forth by Internal Revenue Service guidelines for the employer’s minimum statutory
withholding with respect to Grantee and issue vested shares to the Grantee without restriction.
The Company shall satisfy the required Withholding Taxes by withholding from the Shares included in
the Award that number of whole shares necessary to satisfy such taxes as of the date the
restrictions lapse with respect to such Shares based on the Fair Market Value of the Shares.




     10. Plan Governs. The Grantee hereby acknowledges receipt of a copy of the Plan and
agrees to be bound by all the terms and provisions thereof. The terms of this Agreement are
governed by the terms of the Plan, and in the case of any inconsistency between the terms of this
Agreement and the terms of the Plan, the terms of the Plan shall govern.



     11. Severability. If any provision of this Agreement is, or becomes, or is deemed to
be invalid, illegal, or unenforceable in any jurisdiction or as to any Person or the Award, or
would disqualify the Plan or Award under any laws deemed applicable by the Committee, such
provision shall be construed or deemed amended to conform to the applicable laws, or if it cannot
be construed or deemed amended without, in the determination of the Committee, materially altering
the intent of the Plan or the Award, such provision shall be stricken as to such jurisdiction,
Person or Award, and the remainder of the Plan and Award shall remain in full force and effect.



     12. Notices. All notices required to be given under this Grant shall be deemed to be
received if delivered or mailed as provided for herein, to the parties at the following addresses,
or to such other address as either party may provide in writing from time to time.



	 	 	 
	     To the Company:

	 	HealthSpring, Inc.
	 

	 	9009 Carothers Parkway
	 

	 	Suite 501
	 

	 	Franklin, Tennessee 37067
	 

	 	Attn: Corporate Secretary
	 
	 	 
	     To the Grantee:

	 	The address then maintained with respect to the Grantee in the
Company’s records.






     13. Governing Law. The validity, construction and effect of this Agreement shall be
determined in accordance with the laws of the State of Delaware without giving effect to conflicts
of laws principles.



     14. Successors in Interest. This Agreement shall inure to the benefit of and be
binding upon any successor to the Company. This Agreement shall inure to the benefit of the
Grantee’s legal representatives. All obligations imposed upon the Grantee and all rights granted
to the Company under this Agreement shall be binding upon the Grantee’s heirs, executors,
administrators and successors.



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     15. Resolution of Disputes. Any dispute or disagreement which may arise under, or as
a result of, or in any way related to, the interpretation, construction or application of this
Agreement shall be determined by the Committee. Any determination made hereunder shall be final,
binding and conclusive on the Grantee and the Company for all purposes.



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     IN WITNESS WHEREOF, the parties have caused this Restricted Share Award Agreement to be duly
executed effective as of the day and year first above written.



	 	 	 	 	 
	 	HEALTHSPRING, INC.

 	 
	 	By:  	 	 
	 	 	 	 
	 	 	 	 
	 



	 	 	 	 	 
	 	GRANTEE:

 	 
	 	 	 
	 	 	 	 
	 	 	 	 
	 




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