Form of Combined Option and Restricted Stock Agreement



 Exhibit 10(w) 
 HUMANA INC. 
 STOCK OPTION AND RESTRICTED STOCK
AGREEMENT 
 AND AGREEMENT NOT TO COMPETE OR SOLICIT 
 UNDER THE AMENDED AND RESTATED 2003 STOCK INCENTIVE PLAN 
 THIS AGREEMENT (“Agreement”) made as of                      by and between HUMANA INC., a corporation
duly organized and existing under the laws of the State of Delaware (hereinafter referred to as the “Company”), and
                    , an employee of the Company (hereinafter referred to as “Grantee”). 
 WITNESSETH: 
 WHEREAS, the Amended and Restated 2003 Stock Incentive Plan (the “Plan”), for certain employee and non-employee Directors of the Company and its subsidiaries was approved by the Company’s Board of Directors (the
“Board”) and stockholders; and 
 WHEREAS, the Company desires to grant to Grantee i) an option to
purchase shares of common stock of the Company and ii) restricted shares of common stock of the Company in accordance with the Plan. 
 NOW, THEREFORE, in consideration of the premises and mutual covenants hereinafter set forth, and other good and valuable consideration, the Company and Grantee agree as follows: 
 I. OPTION GRANT 
 A. Grant of Option. The Company hereby grants to Grantee, as a matter of separate inducement and agreement and not in lieu of salary or other compensation for services, a Non-Qualified Stock
Option to purchase              shares of the $.16 2/3 par value common stock of the Company (“Common Stock”) at the purchase price of $            
per share (the “Option”) exercisable on the terms and conditions set forth herein. 
 B. Term.
The term of the Option shall commence upon the date of grant,                     , and shall expire on
                     (“Expiration Date”). 
 C. Vesting of Option. Except as otherwise set forth herein, this Option shall be exercisable by Grantee or his/her personal representative on and after the first anniversary of the date
hereof in cumulative annual installments of one-third of the number of Shares covered hereby. 
 D. Effect of Termination
of Employment. 
 1. If the employment of Grantee by the Company is terminated for Cause, all the rights of Grantee under
this Agreement, whether or not exercisable, shall terminate immediately. 
 2. If the employment of Grantee is terminated for
any reason other than for Cause, Retirement, death or Disability, unless otherwise specified herein, all the rights of Grantee under this Agreement then exercisable shall remain exercisable at any time within ninety (90) days after the date of
such termination, but in no event beyond the Expiration Date. 
  

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 3. In the event of Grantee’s Retirement, (i) to the extent that this Option (or
portion hereof) is exercisable as of the date of such Retirement, this Option (or portion hereof) shall be exercisable at any time within two (2) years after the date of Retirement, but in no event beyond the Expiration Date, and only to the
extent the Option (or portion hereof) was exercisable at the date of Retirement, and (ii) to the extent that this Option (or portion hereof) is not exercisable as of the date of such Retirement, this Option (or portion hereof) shall continue to
vest and become exercisable as if the Grantee were continuing to provide services to the Company or a Subsidiary, as applicable, and this Option (or portion hereof) shall be exercisable at any time within two (2) years following the date on
which this Option (or portion hereof) becomes vested and exercisable, but in no event beyond the Expiration Date. 
 4. In the
event of death or Disability of Grantee while in the employ of the Company, this Option shall become immediately exercisable and shall remain exercisable by Grantee or the person or the persons to whom those rights pass by will or by the laws of
descent and distribution or, if appropriate, by the legal representative of the Grantee or the estate of the Grantee at any time within two (2) years after the date of such death or Disability, regardless of the Expiration Date. 
 5. In the event of a Change in Control, the Option granted in Section I shall become fully vested and immediately exercisable in its
entirety. In addition, Grantee will be permitted to surrender for cancellation within sixty (60) days after a Change in Control, any portion of this Option to the extent not yet exercised and Grantee will be entitled to receive a payment in an
amount equal to the excess, if any, of (x) the greater of (1) the Fair Market Value on the date of surrender of the Shares subject to this Option or portion thereof surrendered, or (2) the Fair Market Value, as Adjusted, of the Shares
subject to this Option or portion thereof surrendered, over (y) the aggregate purchase price for such Shares under this Option or portion thereof surrendered. The form of payment shall be determined by the Committee. In the event Grantee’s
employment with the Company is terminated other than for Cause within three (3) years following a Change in Control, each Option held by the Grantee that was exercisable as of the date of termination of the Grantee’s employment or service
shall remain exercisable for a period ending the earlier of the second anniversary of the termination of the Grantee’s employment or the Expiration Date. 
 E. Exercise of Option. 
 1. This Option shall be exercisable only by
written notice to the Secretary of the Company at the Company’s principal executive offices, or through the on-line procedure to such broker-dealer as designated by the Company, by Grantee or his/her legal representative as herein provided.
Such notice shall state the number of Shares with respect to which the Option is being exercised and shall be signed, or authorized electronically, by Grantee or his/her legal representative, as applicable. 
 2. The purchase price shall be paid as follows: 
 a) In full in cash upon the exercise of the Option; or 
 b) By tendering to the
Company shares of the Common Stock of Company owned by him/her prior to the date of exercise and having an aggregate Fair Market Value equal to the cash exercise price applicable to his/her Option 
 c) A combination of I.E.(2)(a) and I.E.(2)(b) above; or 
 d) Through the cashless exercise provisions of the designated broker-dealer as described in the procedures communicated to the Grantee by the Company. 
  

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 3. Federal, state and local income and employment taxes and other amounts as may be required
by law to be collected by the Company (“Withholding Taxes”) in connection with the exercise of this Option shall be paid pursuant to the Plan by Grantee prior to the delivery of any Common Stock under this Agreement. The Company
shall, at the Grantee’s election, withhold delivery of a number of Shares with a Fair Market Value as of the exercise date equal to the Withholding Taxes in satisfaction of the Grantee’s obligations hereunder. 
 II. RESTRICTED STOCK GRANT 
 A. Purchase and Sale of Common Stock. Subject to the terms and conditions hereinafter set forth, and in accordance with the provisions of the Plan, the Company hereby grants to Grantee, and
Grantee hereby accepts from the Company                      Shares (“Award”). The purchase price, if any, for the Shares
shall be determined by the Committee, but shall not be less than par value of $.16 2/3 per share. 
 B. Restrictions on Non-Vested
Shares. Until such time as the Shares purchased hereunder have vested in accordance with Section II.C. (Shares which are not vested are referred to herein as “Restricted Stock”), such Restricted Stock may not be sold,
transferred, pledged, assigned or otherwise alienated or hypothecated. In addition, such Restricted Stock shall be subject to forfeiture in accordance with the provisions of Section II.D. Except for the restrictions provided for in this Section II.,
Grantee shall have all of the rights of a stockholder with respect to Restricted Stock including, but not limited to, the right to vote; provided that any cash or in-kind dividends paid with respect to Restricted Stock shall be withheld by the
Company and shall be paid to Grantee, without interest, only when, and if, such Restricted Stock shall become vested (“Dividends”). 
 C. Vesting of Shares. 
 1. None of the Restricted Stock shall
vest until                      , the third anniversary of the date hereof, at which time it shall vest in full. 
 2. Notwithstanding the foregoing, upon (i) the death or Disability of Grantee, or (ii) a Change in Control, all restrictions shall
lapse and the Restricted Stock and Dividends shall thereafter be immediately transferable and non-forfeitable. 
 3. Upon the
Restricted Stock becoming vested, such Shares shall be free of all restrictions provided for in this Section II. 
 D.
Forfeiture. Upon the termination of Grantee’s employment with the Company prior to the time the Restricted Stock has vested pursuant to Section I.C., other than a termination in the event of Grantee’s Retirement, the Restricted
Stock and Dividends shall thereupon be forfeited immediately by Grantee. In the event of Grantee’s Retirement, any Restricted Stock with respect to which restrictions have not lapsed as of the date of Retirement shall continue to vest in
accordance with Section I.C. as if

  

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the Grantee were continuing to provide services to the Company or a Subsidiary, as applicable; provided, however, that the Committee may determine, in its sole discretion, that the restrictions
on some or all of such Restricted Stock held by the Grantee as of the date of Retirement shall immediately lapse. 
 E.
Retention of Stock Certificate. Notwithstanding that Grantee has been awarded the Restricted Stock on the date hereof, the Company has caused all Restricted Stock to be issued in book entry format or under a Certificate representing the
Restricted Stock prior to vesting. If a Certificate is issued, it shall bear the following legend: 
 “The Shares
represented by this certificate have been issued pursuant to the terms of the Humana Inc. 2003 Amended and Restated Stock Incentive Plan and may not be sold, assigned, transferred, discounted, exchanged, pledged or otherwise encumbered or disposed
of in any manner except as set forth in the terms of the agreement embodying the award of such Shares.” 
 Upon the vesting
of the Restricted Stock, Grantee shall have the right to receive a Certificate evidencing such vested stock, shall receive any Dividends and shall have the right to have the legend provided for above removed from the Certificate representing such
vested Shares. 
 F. Taxes. Federal, state and local income and employment taxes and other amounts as may be
required by law to be collected by the Company (“Withholding Taxes”) in connection with the vesting of an Award shall be paid by Grantee prior to the issuance of a Certificate representing the Shares. The Company shall, at the
Grantee’s election, withhold delivery of Certificates representing a number of Shares with a Fair Market Value as of the vesting date equal to the Withholding Taxes in satisfaction of the Grantee’s obligations hereunder. 
 III. AGREEMENT NOT TO COMPETE AND AGREEMENT NOT TO SOLICIT  
 A. Agreement Not To Compete. Grantee hereby covenants and agrees that for a period commencing on the date hereof and ending twelve (12) months after the effective date of Grantee’s
termination of employment with the Company, Grantee shall not, directly or indirectly, personally, or as an employee, officer, director, partner, member, owner, material shareholder, investor or principal of, or consultant or independent contractor
with, another entity, engage in business with, be employed by, or render any consultation or business advice or other services with respect to, any business which provides or offers products or services which compete with any Company Business, in
any geographic areas in which the Company and/or any of its affiliates is then currently doing Company Business. 
 B.
Agreement Not To Solicit. Grantee hereby covenants and agrees that for a period commencing on the date hereof and ending twelve (12) months after the effective date of Grantee’s termination of employment with the Company,
Grantee, directly or indirectly, personally, or as an employee, officer, director, partner, member, owner, material shareholder, investor or principal of, or consultant or independent contractor with, another entity, shall not: 
 1. Interfere with the relationship of the Company and/or any of its affiliates and any of its employees, agents, representatives,
consultants or advisors. 
  

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 2. Divert, or attempt to cause the diversion from the Company and/or any of its affiliates,
any Company Business, nor interfere with relationships of the Company and/or any of its affiliates with its policyholders, agents, brokers, dealers, distributors, marketers, sources of supply or customers. 
 3. Solicit, recruit or otherwise induce or influence any employee of the Company and/or any of its affiliates to accept employment in any
business which competes with the Company Business, in any of the geographic areas in which the Company and/or any of its affiliates is then currently doing Company Business. 
 C. Definitions. 
 For purposes of Sections II.A and B, the following definitions apply. 
 1.
“Company Business” shall mean any business related to a service or product offered by the Company and/or any of its affiliates during the two-year period immediately preceding the Grantee’s termination date that Grantee engaged in or
rendered any consultation or business advice or other services with respect to, during Grantee’s employment with the Company and/or any of its affiliates. 
 2 “Geographic area” shall mean any state, commonwealth or territory of the United States or any equivalent entity in any foreign country. 
 D. Effect of Termination of Employment. 
 1. In the event Grantee voluntarily resigns or is discharged by Company with Cause at any time prior to the vesting of the Restricted Stock, the prohibitions on Grantee set forth herein shall remain in
full force and effect. 
 2. In the event Grantee is discharged by Company other than with Cause prior to the vesting herein of
the Restricted Stock, the prohibitions set forth in Section III.A. shall remain in full force and effect only if the Company, solely at its option, pays to Grantee an amount at least equal to Grantee’s then current annual base salary, whether
such amount is paid pursuant to this provision or pursuant to any other severance or separation plan or other plan or agreement between Grantee and Company. 
 3. In the event Grantee is discharged by Company prior to vesting herein of the Restricted Stock, the prohibitions set forth in Section III.B. above shall remain in full force and effect. 
 4. After the vesting of the Restricted Stock, the prohibitions on Grantee set forth herein shall remain in full force and effect, except as
otherwise provided in Section III.D. 
 E. Effect Of Change In Control. 
 1. In the event of a Change in Control, the prohibitions on Grantee set forth in Section III.A. shall remain in full force and effect only if
the acquirer or successor to the Company following the Change in Control shall, solely at its option, pay, within thirty (30) days following Grantee’s employment termination date with the Company or its successor, to the Grantee an amount
at least equal to Grantee’s then current annual base salary, plus Grantee’s maximum potential bonus pursuant to any

  

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bonus plan in which Grantee participated as of the date of the Change in Control. Such sums shall be in addition to any other amounts paid or payable to Grantee with respect to other change in
control agreements. 
 2. In the event of a Change in Control, the prohibitions on Grantee set forth in Section III.B. shall
remain in full force and effect. 
 F. Governing Law. Notwithstanding any other provision herein to the
contrary, the provisions of this Section III of the Agreement, shall be governed by, and construed in accordance with, the laws of the Commonwealth of Kentucky without regard to its conflicts or choice of laws rules or principles that might
otherwise refer construction or interpretation of this Section III to the substantive law of another jurisdiction. 
 G.
Injunctive Relief; Invalidity of Any Provision. Grantee acknowledges that (1) his or her services to the Company are of a special, unique and extraordinary character, (2) his or her position with the Company will place him or
her in a position of confidence and trust with respect to the operations of the Company, (3) he or she will benefit from continued employment with the Company, (4) the nature and periods of restrictions imposed by the covenants contained
in this Sections III hereof are fair, reasonable and necessary to protect the Company, (5) the Company would sustain immediate and irreparable loss and damage if Grantee were to breach any of such covenants, and (6) the Company’s
remedy at law for such a breach will be inadequate. Accordingly, Grantee agrees and consents that the Company, in addition to the recovery of damages and all other remedies available to it, at law or in equity, shall be entitled to seek both
preliminary and permanent injunctions to prevent and/or halt a breach or threatened breach by Grantee of any covenant contained in Section III hereof. If any provision of this Section III is determined by a court of competent jurisdiction to be
invalid in whole or in part, it shall be deemed to have been amended, whether as to time, area covered or otherwise, as and to the extent required for its validity under applicable law, and as so amended, shall be enforceable. The parties further
agree to execute all documents necessary to evidence such amendment. 
 IV. MISCELLANEOUS PROVISIONS 
 A. Binding Effect & Adjustment. This Agreement shall be binding and conclusive upon each successor and assign of the
Company. Grantee’s obligations hereunder shall not be assignable to any other person or entity. It is the intent of the parties to this Agreement that the benefits of any appreciation of the underlying Common Stock during the term of the Award
shall be preserved in any event, including but not limited to a recapitalization, merger, consolidation, reorganization, stock dividend, stock split, reverse stock split, spin-off or similar transaction, or other change in corporate structure
affecting the Shares, as more fully described in Section 4.6 of the Plan. All obligations imposed upon Grantee and all rights granted to Grantee and to the Company shall be binding upon Grantee’s heirs and legal representatives.

  

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 B. Amendment. This Agreement may only be amended by a writing executed
by each of the parties hereto. 
 C. Governing Law. Except as to matters of federal law and as otherwise
provided herein, this Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware without regard to its conflict of laws rules. This Agreement shall also be governed by, and construed in accordance with, the
terms of the Plan. 
 D. No Employment Agreement. Nothing herein confers on the Grantee any rights with respect to
the continuance of employment or other service with the Company, nor will it interfere with any right the Company would otherwise have to terminate or modify the terms of Grantee’s employment or other service at any time. 
 E. Severability. If any provision of this Agreement is or becomes or is deemed invalid, illegal or unenforceable in any
relevant jurisdiction, or would disqualify this Option or Award under any law deemed applicable by the Committee, such provision shall be construed or deemed amended to conform to 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, it shall be stricken and the remainder of the Agreement shall remain in full force and effect. 
 F. Defined Terms. Any term used herein and not otherwise defined herein shall have the same meaning as in the Plan. Any
conflict between this Agreement and the Plan will be resolved in favor of the Plan. Any disputes or questions of right or obligation which shall result from or relate to any interpretation of this Agreement shall be determined by the Committee. Any
such determination shall be binding and conclusive upon Grantee and any person or persons claiming through Grantee as to any rights hereunder. 
 G. Execution. If Grantee shall fail to execute this Agreement, either manually with a paper document, or through the online grant agreement procedure with the Company’s designated
broker–dealer, and, if manually executed, return the executed original to the Secretary of the Company, the Award shall be null and void. The choice of form will be at the Company’s discretion. 
 IN WITNESS WHEREOF, Company has caused this Agreement to be executed on its behalf by its duly authorized officer, and Grantee has
executed this Agreement, each as of the day first above written. 
  

									
	 	  	 	  	 	  	“Company”
			
	ATTEST:	  		  	HUMANA INC.
					
	BY:	  	  
	  		  	 BY:
	  	  

	[Name]	  		  		  	[Name]	  	
	[Title]	  		  		  	[Title]	  	
				
		  		  		  	“Grantee”
				
		  		  		  	  

		  		  		  	[Name]

  

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