Exhibit 10.4

 

MAGELLAN HEALTH SERVICES, INC.

 

2011 MANAGEMENT INCENTIVE PLAN

 

NOTICE OF RESTRICTED STOCK UNIT AWARD

 

(REFERENCE NO. 2011-MARCH, 2014)

 

	
Name of   Grantee:
    	
[Employee   Name]
    
	
Date of   Grant:
    	
March 5, 2014
    
	
Type of   Award:
    	
Restricted Stock Units, each Restricted Stock Unit   representing the right to receive on the terms and conditions of the   Restricted Stock Unit Agreement between Grantee and the Company referenced   below and the terms and conditions of this notice a share of Ordinary Common   Stock, par value $0.01 per share (“Share”), of Magellan Health   Services, Inc. (the “Company”),   subject to adjustment thereto as provided in such Restricted Stock Unit   Agreement (a “Unit Share”), or at the election of the Company a cash   payment in lieu thereof.

 
    
	
Total   Number of 
   Restricted Stock Units Awarded:

 
    	
           Restricted Stock Units.
    
	
Vesting:
    	
This Award shall vest in accordance   with the vesting schedule set forth below, provided that the Grantee’s   Service with the Company, a Subsidiary or a Parent company has not terminated   prior to the vesting date, unless Grantee’s Service is terminated as a result   of a “Retirement” as that term is defined in the Company’s “Retirement Policy   Applicable to Employee Equity Awards” (in which case the terms of the   Retirement Policy shall apply), and provided   that (i) 50% of the portion of the restricted stock unit awards which   vest on March 5, 2015 shall not vest unless the Company has earnings per   share for the year ended December 31, 2014 of at least $1.96 (“2014 EPS   Target”), if the Company does not achieve the 2014 EPS Target in 2014, this   tranche will vest if the Company achieves earnings per share of at least   $1.96 in any subsequent year up to and including 2019, and 50% of the portion   of the restricted stock units which vest on March 5, 2015 shall not vest   unless the Company’s return on equity for the year ended December 31,   2014 equals at least 6% (“2014 ROE Target”), if the 2014 ROE Target is not   met in 2014, this tranche will vest if the Company achieves return on equity   of at least 6% in any subsequent year up to and including 2019; (ii) 50%   of the portion of the restricted stock unit awards which vest on March 5,   2016 shall not vest unless the Company has earnings per share for the year   ended December 31, 2015 of at least $2.06 per share (the “2015 EPS   Target”), if the Company does not achieve the 2015 EPS Target in 2015, this   tranche will vest if the Company achieves earnings per share of at least   $2.06 in any subsequent year up to and including 2020, and 50% of the portion   of the restricted stock units which vest on March 5, 2016 shall not vest   unless the Company’s return on equity for the year ended December 31,   2015 equals at least 7% (“2015 ROE Target”), if the 2015 ROE Target is not   met in 2015, this tranche will vest if the Company achieves return on equity   of at least 7% in any subsequent year up to and including 2020; and   (iii) 50% of the portion of the restricted stock unit awards which vest   on March 5, 2017 shall not vest unless the Company has earnings per share   for the year ended December 31, 2016 of at least $2.16 per share (the “2016   EPS Target”), if the Company does not achieve the 2016 
    


 











 

	
 
    	
EPS Target in 2016, this   tranche will vest if the Company achieves earnings per share of at least   $2.16 in any subsequent year up to and including 2021, and 50% of the portion   of the restricted stock units which vest on March 5, 2017 shall not vest   unless the Company’s return on equity for the year ended December 31,   2016 equals at least 7% (“2016 ROE Target”), if the 2016 ROE Target is not   met in 2016, this tranche will vest if the Company achieves return on equity   of at least 7% in any subsequent year up to and including 2021.
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 

	
 
    	
Vesting Date
    	
 
    	
Vesting Percentage
    	
 
    	
 

	
 
    	
1st anniversary of the Date   of Grant (March 5, 2015)
    	
 
    	
33.4%
    	
 
    	
 

	
 
    	
2nd anniversary of the   Date of Grant (March 5, 2016)
    	
 
    	
66.7% 
   (i.e., an additional 33.3%)
    	
 
    	
 

	
 
    	
3rd anniversary of the   Date of Grant (March 5, 2017)
    	
 
    	
100% 
   (i.e., an additional 33.3%)
    	
 
    	
 

	
 
    	
 
    	
 
    	
 
    	
 
    	
 

	
 
    	
Notwithstanding the preceding paragraph, this   Restricted Stock Unit shall earlier vest immediately with respect to 100% of   the Unit 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 Grantee’s   employment agreement, if any, in effect at the time of the Change of Control)   following occurrence of the Change in Control, Grantee’s Service with the   Company shall be terminated by the Company without Cause (as defined below)   or by the Grantee with Good Reason (as defined below), provided that the   Grantee’s Service with the Company has not previously terminated after the   date hereof for any other reason.  For   purposes of this Restricted Stock Unit, the terms “Change in Control,” “Cause”   and “Good Reason” shall have the same meanings as provided in any employment   agreement between the Company and Grantee 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:

 
    
	
 
    	
(1)                                 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 
    


 

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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.

 
    
	
 
    	
(2)                                 “Cause” shall   mean:
    
	
 
    	
a.                                      Grantee is   convicted of (or pleads guilty or nolo contendere to) a felony or a crime   involving moral turpitude;

 
    
	
 
    	
b.                                      Grantee’s   commission of an act of fraud or dishonesty involving his or her duties on   behalf of the Company;

 
    
	
 
    	
c.                                       Grantee’s   willful failure or refusal to faithfully and diligently perform duties   lawfully assigned to Grantee 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 Grantee; or

 
    
	
 
    	
d.                                      Grantee’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.

 
    
	
 
    	
(3)                                 “Good Reason”   shall mean:
    
	
 
    	
a.                                      a material   reduction in Grantee’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   material reduction in Grantee’s target bonus opportunity for the year in   which or any year after the year in which the Change of Control occurs from   Grantee’s target bonus 
    


 

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opportunity for the year   in which the Change in Control occurs (if any) as established under any   employment agreement Grantee has with the Company or any bonus plan of the   Company applicable to Grantee (or, if no such target bonus opportunity has   yet been established for Grantee under a bonus plan applicable to Grantee for   the year in which the Change of Control has occurred, the target bonus   opportunity so established for Grantee 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   Grantee of at least one and one half percent (1.5%) of Grantee’s then current   base salary, provided that Grantee 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 Grantee’s position, duties or responsibilities as in effect at the   time of a Change in Control or the assignment to Grantee 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 Grantee; 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 Grantee’s principal location   for the performance of his or her services to the Company;

 
    
	
 
    	
provided that, in each such case, Grantee   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 Grantee gives notice thereof   to the Company, and Grantee terminates Service within eighteen months after   such event or condition has arisen. 

 
    
	
 
    	
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.

 
    
	
Settlement   of Award:
    	
Unit Shares in settlement of this Award (or, at the   Company’s election, cash in lieu thereof) shall be delivered to Grantee on   the Vesting Date (such date, the “Settlement Date”) as further   provided in Grantee’s Restricted Stock Unit Agreement with the 
    


 

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Company.  
    
	
Dividend   Equivalent 
   Rights

 
    	
NONE. 
    
	
Transfer   Restrictions
    	
Unit Shares issued in settlement of this Award shall   not be subject to any additional transfer restrictions, other than those   provided by Grantee’s Restricted Stock Unit Agreement.

 
    
	
Other Terms
    	
 
    


By signing your name below, you acknowledge and agree that this Award is governed by the terms and conditions of the Magellan Health Services, Inc. 2011 Management Incentive Plan (“Plan”) and the Restricted Stock Unit Agreement, reference number 2011-March 5, 2014 (“Agreement”), both of which are hereby made a part of this document.  Capitalized terms used but not defined in this Notice of Restricted Stock Unit Award shall have the meanings assigned to them in the Plan and Agreement.

 

 

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


 

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