restrictedstockagreement.htm


    Exhibit
10.4


      RESTRICTED STOCK UNIT
AGREEMENT

      


      THIS
RESTRICTED STOCK UNIT AGREEMENT (“Agreement”) is made effective as of the Date
of Grant (as set forth on Schedule A) by and between
Express Scripts, Inc., a Delaware corporation (together with its Affiliates (as
defined in the Plan), the “Company”), and ________________
(“Grantee”).  Capitalized terms used and not otherwise defined
herein shall have the meaning given to them in the Plan (as defined
herein).

       

      WHEREAS, the Board of
Directors of the Company (the “Board”) has adopted, and the stockholders of the
Company have approved, the Express Scripts, Inc. 2000 Long-Term Incentive Plan
(the “Plan”), which governs the terms pursuant to which restricted stock units
and certain other stock-based awards may be granted to key personnel of the
Company; and

       

      WHEREAS, the Board, acting
through its Committee appointed to administer the Plan (the “Committee”),
believes it is in the best interest of the Company to create an incentive for
Grantee to remain in the employ of the Company and to work to achieve the
Company’s strategic objectives; and

       

      WHEREAS, subject to the terms
described herein, the Company desires to grant to Grantee the right to receive
in the future a certain number of shares of the Company’s common stock, $0.01
par value per share (the “Common Stock”).

       

      NOW, THEREFORE, in
consideration of the premises, and of the mutual agreements hereinafter set
forth, it is covenanted and agreed as follows:

       

      l.          
 Grant of
Restricted Stock Unit Award.  Pursuant to action of the Board
and/or the Committee, the Company hereby grants to Grantee an award (the
“Award”) of the number of Restricted Stock Units as set forth on Schedule A.  Each
Restricted Stock Unit shall entitle Grantee to receive one share of Common Stock
upon vesting in the future in accordance with, and subject to, the terms and
conditions described herein.

       

      2.           Vesting and
Forfeiture.

       

      (a)           Time Vesting.  The
Restricted Stock Units shall vest in one or more installments in accordance with
the Vesting Schedule as set forth on Schedule A, with the vesting
of each installment subject to the Grantee’s continued employment with the
Company through the applicable vesting date.

       

      (b)           Accelerated
Vesting.  Any Restricted Stock Units which have not yet vested
under subparagraph (a) above shall, upon the occurrence of a Change in Control
or the termination of the Grantee’s employment with the Company, vest or be
forfeited in accordance with the provisions of the Plan and the terms of this
Agreement (including any terms incorporated herein under Paragraph 10
below).  For the purposes of determining vesting and/or forfeiture
under the Plan, Restricted Stock Units shall be treated in the same manner as
Restricted Stock under the Plan.  In the event of any conflict between
the terms of the Plan and the terms of this Agreement (including any terms
incorporated herein under Paragraph 10 below) regarding the vesting of
Restricted Stock Units the terms and provisions of this Agreement shall
govern.

       

      (c)           Forfeiture of Restricted Stock
Units. If Grantee’s employment with the Company terminates for any
reason, Grantee shall forfeit all rights with respect to any portion of the
Award (and the underlying shares of Common Stock) that has not yet vested as of
the effective date of the termination, except to the extent such Award vests
upon such termination under subparagraph (b) above.

       

      3.           Issuance of Common Stock
upon Vesting.  In accordance with the Vesting Schedule and
subject to all the terms and conditions set forth in this Agreement, the Plan
and any Employment Agreement, the Company shall issue and deliver to Grantee the
number of shares of Common Stock equal to the number of vested Restricted Stock
Units (subject to any reductions for tax withholding or otherwise to the extent
permitted under Plan, this Agreement or any Employment
Agreement).  The Company may, in its sole discretion, deliver such
shares of Common Stock (a) by issuing Grantee a certificate of Common Stock
representing the appropriate number of shares, (b) through electronic delivery
to a brokerage or similar securities-holding account in the name of Grantee, or
(c) through such other commercially reasonable means available for the delivery
of securities.

       

      4.           Incorporation of the Plan by
Reference.  The Award of Restricted Stock Units pursuant to
this Agreement is granted under, and expressly subject to, the terms and
provisions of the Plan, which terms and provisions are incorporated herein by
reference.  Grantee hereby acknowledges receipt of a copy of the Plan
and agrees to be bound by all the terms and provisions thereof.

       

      5.           Ownership
Rights.  The Restricted Stock Units do not represent a current
interest in any shares of Common Stock.  Grantee shall have no voting
or other ownership rights in the Company arising from the Award of Restricted
Stock Units under this Agreement.  Notwithstanding the foregoing,
unless otherwise determined by the Committee or the Board, and to the extent
permitted by the Plan, Grantee shall participate in any cash dividend declared
by the Board applicable to shares of Common Stock, which shall entitle Grantee
to receive a cash payment for each Restricted Stock Unit in an amount that would
otherwise be payable as dividends with respect to an equal number of shares of
Common Stock.

       

      6.           Committee
Discretion.  This Award has been made pursuant to a
determination made by the Committee.  Notwithstanding anything to the
contrary herein, the Committee shall have plenary authority to: (a) interpret
any provision of this Agreement; (b) make any determinations necessary or
advisable for the administration of this Agreement; (c) make adjustments as it
deems appropriate to the aggregate number and type of securities available under
this Agreement to appropriately adjust for, and give effect to, any Fundamental
Change, reorganization, recapitalization, reclassification, stock dividend,
stock split, reverse stock split, stock combination, rights offering, spin-off
or other relevant change in each case according to the power given to the
Committee under the terms of the Plan; and (d) otherwise modify or amend any
provision hereof in any manner that does not materially and adversely affect any
right granted to Grantee by the express terms hereof, unless required as a
matter of law.

       

      7.           Tax
Withholding.  The Company shall be entitled to withhold from
Grantee’s compensation any required taxes, including social security and
Medicare taxes, and federal, state and local income tax, with respect to the
income arising from the vesting of any Restricted Stock Units under this
Agreement.  The Company shall have the right to require the payment of
any such taxes before delivering any shares of Common Stock upon the vesting of
any Restricted Stock Unit.  Alternatively, in lieu of such
withholding, Grantee shall be entitled to cover Grantee’s required minimum
statutory withholding taxes arising from the vesting of any Restricted Stock
Units under this Agreement through a reduction of the number of shares of Common
Stock issued and delivered to Grantee.

       

      8.           Electronic
Delivery.  The Company may choose to deliver certain statutory
materials relating to the Plan in electronic form.  Without limiting
the foregoing, by accepting this Award, Grantee hereby agrees that the Company
may deliver the Plan prospectus and the Company’s annual report to Grantee in an
electronic format.  If at any time Grantee would prefer to receive
paper copies of any document delivered in electronic form, the Company will
provide such paper copies upon written request to the Investor Relations
department of the Company.

       

      9.           No Right to Continued
Employment.  Nothing in this Agreement shall be deemed to
create any limitation or restriction on such rights as the Company otherwise
would have to terminate the employment of Grantee at any time for any
reason.

       

      10.         Entire
Agreement.  This Agreement and the Plan contain the entire
understanding of the parties with respect to the subject matter hereof and
supersede all prior agreements, understandings and negotiations between the
parties except to the extent that the vesting and/or forfeiture of this Award of
Restricted Stock Units is addressed by any employment agreement between the
Company and Grantee, in which instance the relevant terms of such employment
agreement shall be incorporated herein and deemed to be a part of this
Agreement.

       

      11.         Governing
Law.  To the extent federal law does not otherwise control,
this Agreement shall be governed by the laws of Delaware, without giving effect
to principles of conflicts of laws.

       

      IN WITNESS WHEREOF, the
Company has caused this Agreement to be executed on its behalf and Grantee has
signed this Agreement to evidence his or her acceptance of the terms hereof, all
as of the Date of Grant.

       

       

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      	Express
      Scripts, Inc.	 	Grantee	 
	 	 	 	 	 	 
	 	
                                               

                                            	 	 	 	 
	By:	 	 	Signature:	 	 
	Name:	 	 	Print
      Name:	 	 
	Title:	 	 	 	 	 


                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

      


       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      SCHEDULE
A



      
        
          	
                  ·  

                	
                  Date of
      Grant:  ___________,
20___

                


        

        


        
        

        
          
            
              	·
       	      
                      Number of Restricted
      Stock Units:

                    


            

          

           

          	
                  ·  

                	
                  Vesting
      Schedule:

                


        

      

      
      

       

      
        	
                Ø  

              	
                One-third
      (1/3) of the Restricted Stock Units shall vest on February 28,
      20___;

              


      

      
        	
                Ø  

              	
                One-third
      (1/3) of the Restricted Stock Units shall vest on February 28,
      20___;

              


      

      
        	
                Ø  

              	
                One-third
      (1/3) of the Restricted Stock Units shall vest on February 28,
      20___.