Form of Incentive Compensation Plan Restricted Stock Award Agreement



 Exhibit 10.58(c) 
 Schedule A 
 Notice of Restricted Stock Grant 
  

			
	Participant:	  	[•]
		
	Company:	  	WellPoint, Inc.
		
	Notice:	  	You have been granted the following award of restricted shares of common stock of the Company in accordance with the terms of the Plan and the attached Restricted Stock Award
Agreement.
		
	Plan:	  	WellPoint 2006 Incentive Compensation Plan
		
	Grant:	  	Grant Date: [•]
		  	Number of Shares of Restricted Stock: [•]
		
	Period of Restriction:	  	The Period of Restriction applicable to the number of Shares of your Restricted Stock listed in the “Shares” column below shall commence on the Grant Date and shall lapse on the date
listed in the “Lapse Date” column below.

  

			
	 Shares
	  	 Lapse Date


  
  
  

			
		  	However, in the event that a Change of Control occurs before your Termination, the Period of Restriction shall immediately lapse. In addition, if you participate in the WellPoint, Inc.
Executive Severance Plan, the lapsing of the Period of Restriction upon, or in connection with, a “change of control” (as defined in the Severance Plan) will be determined in accordance with Sections 4.1 and 4.3 of the Severance
Plan.
		
	Rejection:	  	If you do not want to accept your Restricted Stock, please return this Agreement, executed by you on the last page of this Agreement, at any time within sixty (60) days after the Grant Date
to WellPoint, Inc., 120 Monument Circle, Indianapolis, Indiana 46204, Attention: Stock Administration. Do not return a signed copy of this Agreement if you accept your Restricted Stock. If you do not return a signed copy of this Agreement
within sixty (60) days after the Grant Date, you will have accepted your Restricted Stock and agreed to the terms and conditions set forth in this Agreement and the terms and conditions of the Plan.








 Restricted Stock Award Agreement 
 This Restricted Stock Award Agreement (this “Agreement”) dated as of the Grant Date (the “Grant Date”) set forth in the Notice of
Restricted Stock Grant attached as Schedule A hereto (the “Grant Notice”) is made between WellPoint, Inc. (the “Company”) and the Participant set forth in the Grant Notice. The Grant Notice is included in and made part of this
Agreement. 
 1. Period of Restriction. The Period of Restriction with respect to the Restricted Stock shall be as set forth in the
Grant Notice (the “Period of Restriction”). The Participant acknowledges that prior to the expiration of the applicable portion of the Period of Restriction, the Restricted Stock may not be sold, transferred, pledged, assigned, encumbered,
alienated, hypothecated or otherwise disposed of (whether voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy)). Upon the expiration of the
applicable portion of the Period of Restriction, the restrictions set forth in this Agreement with respect to the Restricted Stock theretofore subject to such expired Period of Restriction shall lapse, except as may be provided in accordance with
Section 9 hereof. 
 2. Ownership. The Participant agrees that the Participant’s ownership of the Restricted Stock will be
evidenced solely by a “book entry” (i.e., a computerized or manual entry) in the records of the Company or its designated stock transfer agent in the Participant’s name. Upon expiration of the applicable portion of the Period
of Restriction, the Company shall transfer the vested shares to the Participant’s account with the Company’s captive broker. 
 3.
Termination. 
 (a) Retirement. If the Participant’s Termination is due to Retirement (for purposes of this Agreement,
defined as the Participant’s Termination after attaining age fifty-five (55) with at least ten (10) completed years of service, the restrictions upon the Restricted Stock shall continue to lapse throughout the Period of Restriction
except on those shares required to meet the minimum income tax liability; provided, however, that if the Participant’s Termination due to Retirement is during the calendar year of the Grant Date, the Restricted Stock shall be forfeited
on a pro-rata basis, measured by the number of months in that calendar year during which the Participant was employed by the Company or an Affiliate (e.g., if the Participant’s Retirement occurs in September, 25% (or 3/12) of the Restricted
Stock will be forfeited), and the Period of Restriction on the non-forfeited portion of the Restricted Stock shall continue to lapse throughout the Period of Restriction except on those shares required to meet the minimum income tax liability.

 (b) Death and Disability. If the Participant’s Termination is due to death or Disability (for purposes of this Agreement, as
defined in the applicable WellPoint Long-Term Disability Plan), then the Period of Restriction shall immediately lapse, causing any restrictions which would otherwise remain on the Restricted Stock to immediately lapse. 
 (c) Other Terminations. If the Participant’s Termination is by the Company or an Affiliate or by the Participant for any reason other than
death, Disability or Retirement, then all Restricted Stock for which the Period of Restriction had not lapsed prior to the date of such Termination shall be immediately forfeited. 
 (d) Clawback Provision. If the Participant is an Executive (as defined by WellPoint) at the time of the Participant’s Termination, the
Restricted Stock shall be forfeited if the Participant breaches any provision of Section 3.6 or 3.10 of the WellPoint, Inc. Executive Severance Plan (the “Severance Plan”), regardless of whether the Participant is then a participant
in the Severance Plan, in which case the Participant shall be subject to the “Return of Consideration” provision contained in Section 3.7 of the Severance Plan. 
 4. Transferability of the Restricted Stock. The Participant shall have the right to appoint any individual or legal entity in writing, on a
Designation of Beneficiary form as his/her beneficiary to receive any Restricted Stock (to the extent not previously terminated or forfeited) under this Agreement upon the Participant’s death. Such designation under this Agreement may be
revoked by the Participant at any time and a new beneficiary may be appointed by the Participant by execution and submission to the Company, or its designee, of a revised Designation of Beneficiary form to this Agreement. In order to be effective, a
designation of beneficiary must be 








 
completed by the Participant on the Designation of Beneficiary form and received by the Company, or its designee, prior to the date of the Participant’s
death. If the Participant dies without such designation, the Restricted Stock will become part of the Participant’s estate. 
 5.
Taxes and Withholdings. Upon the expiration of the applicable portion of the Period of Restriction or such earlier dates as the Participant elects pursuant to Section 83(b) of the Code, or as of which the value of any Shares of
Restricted Stock first becomes includible in the Participant’s gross income for income tax purposes, the Participant shall notify the Company if the Participant wishes to pay the Company in cash, check or with shares of WellPoint common stock
already owned for the satisfaction of any taxes of any kind required by law to be withheld with respect to such Shares; provided, however, that pursuant to any procedures, and subject to any limitations as the Compensation Committee of
the Board of Directors of the Company (“Committee”) may prescribe and subject to applicable law, if the Participant does not notify the Company in writing at least 14 days prior to the applicable lapse of the Period of Restriction, then
the Participant will satisfy such withholding obligations by withholding Shares otherwise deliverable to the Participant pursuant to the Restricted Stock (provided, however, that the amount of any Shares so withheld shall not exceed the
amount necessary to satisfy required Federal, state, local and non-United States withholding obligations using the minimum statutory withholding rates for Federal, state, local and/or non-U.S. tax purposes, including payroll taxes, that are
applicable to supplemental taxable income). Any such election made by the Participant must be irrevocable, made in writing, signed by the Participant, and shall be subject to any restrictions or limitations that the Committee, in its sole
discretion, deems appropriate. In the event that the Participant elects immediate Federal income taxation with respect to all or any portion of this award of Restricted Stock pursuant to Section 83(b) of the Code, the Participant agrees to
deliver a copy of such election to the Company within ten (10) days after filing such election with the Internal Revenue Service. 
 6.
Rights as a Shareholder. The Participant shall have all rights of a shareholder (including, without limitation, dividend and voting rights) with respect to the Restricted Stock, for record dates occurring on or after the Grant Date and prior
to the date any such Shares of Restricted Stock are forfeited in accordance with this Agreement, except that any dividends or distributions paid in Shares or other securities (including, without limitation, any change in the shares of
Restricted Stock pursuant to Section 4.3 of the Plan) with respect to the Restricted Stock shall, during the Period of Restriction, be deposited with the Company or any holder appointed pursuant to Section 2 hereof, together with a stock
power endorsed in blank or other appropriate instrument of transfer, or credited to the Participant’s book-entry account established under Section 2 hereof, as applicable, and shall be subject to the same restrictions (including, without
limitation, the Period of Restriction) as such Restricted Stock and otherwise considered to be such Restricted Stock for all purposes hereunder. 
 7. No Right to Continued Employment. Neither the Restricted Stock nor any terms contained in this Agreement shall confer upon the Participant any express or implied right to be retained in the employment or service of the Company or
any Affiliate for any period, nor restrict in any way the right of the Company, which right is hereby expressly reserved, to terminate the Participant’s employment or service at any time for any reason. The Participant acknowledges and agrees
that any right to have restrictions on the Restricted Stock lapse is earned only by continuing as an employee of the Company or an Affiliate at the will of the Company or such Affiliate, or satisfaction of any other applicable terms and conditions
contained in the Plan and this Agreement, and not through the act of being hired, being granted the Restricted Stock or acquiring Shares hereunder. 
 8. The Plan. This Agreement is subject to all the terms, provisions and conditions of the Plan, which are incorporated herein by reference, and to such regulations as may from time to time be adopted by the Committee. In the event of
any conflict between the provisions of the Plan and this Agreement, the provisions of the Plan shall control, and this Agreement shall be deemed to be modified accordingly. The Plan and the prospectus describing the Plan can be found on the
Company’s HR intranet. A paper copy of the Plan and the prospectus shall be provided to the Participant upon the Participant’s written request to the Company at WellPoint, Inc., 120 Monument Circle, Indianapolis, Indiana 46204, Attention:
Corporate Secretary, Shareholder Services Department. 







 9. Compliance with Laws and Regulations. 
 (a) The Restricted Stock and the obligation of the Company to sell and deliver Shares hereunder shall be subject in all respects to (i) all
applicable Federal and state laws, rules and regulations and (ii) any registration, qualification, approvals or other requirements imposed by any government or regulatory agency or body which the Committee shall, in its discretion, determine to
be necessary or applicable. Moreover, the Company shall not deliver any certificates for Shares to the Participant or any other person pursuant to this Agreement if doing so would be contrary to applicable law. If at any time the Company determines,
in its discretion, that the listing, registration or qualification of Shares upon any national securities exchange or under any state or Federal law, or the consent or approval of any governmental regulatory body, is necessary or desirable, the
Company shall not be required to deliver any certificates for Shares to the Participant or any other person pursuant to this Agreement unless and until such listing, registration, qualification, consent or approval has been effected or obtained, or
otherwise provided for, free of any conditions not acceptable to the Company. 
 (b) The Shares received upon the expiration of the
applicable portion of the Period of Restriction shall have been registered under the Securities Act of 1933 (“Securities Act”). If the Participant is an “affiliate” of the Company, as that term is defined in Rule 144 under the
Securities Act (“Rule 144”), the Participant may not sell the Shares received except in compliance with Rule 144. Certificates representing Shares issued to an “affiliate” of the Company may bear a legend setting forth such
restrictions on the disposition or transfer of the Shares as the Company deems appropriate to comply with Federal and state securities laws. 
 (c) If, at any time, the Shares are not registered under the Securities Act, and/or there is no current prospectus in effect under the Securities Act with respect to the Shares, the Participant shall execute, prior to the delivery of any
Shares to the Participant by the Company pursuant to this Agreement, an agreement (in such form as the Company may specify) in which the Participant represents and warrants that the Participant is purchasing or acquiring the shares acquired under
this Agreement for the Participant’s own account, for investment only and not with a view to the resale or distribution thereof, and represents and agrees that any subsequent offer for sale or distribution of any kind of such Shares shall be
made only pursuant to either (i) a registration statement on an appropriate form under the Securities Act, which registration statement has become effective and is current with regard to the Shares being offered or sold, or (ii) a specific
exemption from the registration requirements of the Securities Act, but in claiming such exemption the Participant shall, prior to any offer for sale of such Shares, obtain a prior favorable written opinion, in form and substance satisfactory to the
Company, from counsel for or approved by the Company, as to the applicability of such exemption thereto. 
 10. Notices. All notices
by the Participant or the Participant’s assignees shall be addressed to WellPoint, Inc., 120 Monument Circle, Indianapolis, Indiana 46204, Attention: Stock Administration, or such other address as the Company may from time to time specify. All
notices to the Participant shall be addressed to the Participant at the Participant’s address in the Company’s records. 
 11.
Other Plans. The Participant acknowledges that any income derived from the Restricted Stock shall not affect the Participant’s participation in, or benefits under, any other benefit plan or other contract or arrangement maintained by the
Company or any Affiliate. 
  

			
	WELLPOINT, INC.
		
	By:	 	  

	Printed:	 	William J. Ryan
	Its:	 	Chairman, Compensation Committee
		 	WellPoint, Inc. Board of Directors


 I DO NOT accept this Restricted Stock: 
  

									
	Signature:	 	  
	 		 		 	
					
	Printed Name:	 	  
	 		 	Date: