Exhibit 10.6-22

SIERRA HEALTH SERVICES, INC.

1995 LONG-TERM INCENTIVE PLANRESTRICTED STOCK UNITS AGREEMENT

 

This Restricted Stock Units Agreement (the "Agreement") confirms the grant ofRestricted Stock Units ("RSUs") as of _________________(the "Grant Date"),authorized by the Sub-Committee of the Compensation Committee (the "Committee")of the Board of Directors of Sierra Health Services, Inc. (the "Company"), asfollows: 

Participant Granted RSUs:     [Name]

Number of RSUs Granted:     _______________

Scheduled Lapse Date:	

Performance Goals:		

Scheduled Settlement Date:	

The RSUs are granted under the Sierra Health Services, Inc. 1995 Long-TermIncentive Plan (the "Plan"), representing forfeitable performance-based DeferredStock awards under Sections 6(e) and 8(b) of the Plan.  The RSUs are subject toall the terms and conditions of the Plan (previously delivered to Participant),which is incorporated herein by reference, and are subject to the terms andconditions of this Agreement, including the Terms and Conditions attachedhereto.

Participant acknowledges and agrees that (i), until an RSU has become vestedin accordance with Section 2(a) hereof, such RSU will be subject to a risk offorfeiture to the extent provided in Section 2 hereof, (ii), until the ScheduledSettlement Date (including any additional period of deferral elected byParticipant in accordance with Section 4 hereof), such RSUs shall be generallynontransferable, as provided in Section 3 hereof, (iii) the RSUs (and certaingains realized by Participant upon sales of Shares resulting from the RSUs) aresubject to forfeiture in accordance with Section 6 hereof, and (iv) sales ofShares delivered in settlement will be subject to applicable insider tradingpolicies of the Company.  

IN WITNESS WHEREOF, Sierra Health Services, Inc. has caused this Agreement tobe executed by its officer thereunto duly authorized.

By the Company's signature, and your acceptance of these RSUs, you and theCompany agree to the terms of this Agreement.  

SIERRA HEALTH SERVICES, INC.

By:_________________________

Name:_______________________

Title:_________________________

 

 
**Terms and Conditions

of Restricted Stock Units**
1.     Restricted Stock Units
       Each Restricted Stock Unit ("RSU") represents a generallynontransferable, conditional right to receive one share of the Company's CommonStock (a "Share") at a specified future date, together with a right toDividend Equivalents and other rights, subject to the terms and conditions ofthe 1995 Long-Term Incentive Plan (the "Plan") and this Agreement.  RSUs arebookkeeping units, and do not represent ownership of Shares or any other equitysecurity.  The Company shall maintain a bookkeeping account for Participant (the"Account") reflecting the number of RSUs then credited to Participant hereunderas a result of this grant of RSUs and any crediting of additional RSUs toParticipant pursuant to payments equivalent to dividends paid on Shares underSection 5 ("Dividend Equivalents").  For purposes of this Agreement, the termRSUs includes RSUs as to which the risk of forfeiture has lapsed but whichremain subject to deferral of settlement.

2.     Vesting and Forfeiture
       (a)     *Vesting*.  RSUs granted hereunder shall vest (meaning thatthe risk of forfeiture of such RSUs shall lapse) at the scheduled lapse date setforth on the cover page of this Agreement if Participant remains employed by theCompany at such lapse date and if, with respect to Tranche 1, the PerformanceGoal relating to Tranche 1 has been met and if, with respect to Tranche 2, thePerformance Goal relating to Tranche 2 has been met, except that (i) all RSUsshall vest on an accelerated basis and without regard to achievement of thePerformance Goal upon the earliest of (A) Participant's Termination ofEmployment (as defined below) by reason of death or permanent and materialdisability (meaning a mental or physical impairment that substantiallyinterferes with the full performance by the Participant of the usual andcustomary tasks and functions of his position), or (B) the occurrence of aChange in Control, and (ii) a Pro Rata Portion (as defined below) of unvestedRSUs shall vest on an accelerated basis and without regard to achievement of thePerformance Goal upon Participant's Termination of Employment involuntarily bythe Company not for Cause (as defined below).  For purposes of this Agreement,the "Pro Rata Portion" shall equal (x) the total number of RSUs multiplied by afraction the numerator of which is the number of calendar days from the GrantDate to the date of Termination of Employment and the denominator of which isthe number of calendar days from the Grant Date to the Scheduled Lapse Date ofTranche 2, minus (y) the number of RSUs that have previously vested.  Each RSUcredited as a result of Dividend Equivalents on a forfeitable RSU under Section5(a) shall vest at the time of vesting of the forfeitable RSU which gives rise,directly or indirectly, to the crediting of such Dividend Equivalent RSU.   EachRSU credited as a result of Dividend Equivalents on a then non-forfeitable RSUunder Section 5(a) shall be fully vested and nonforfeitable from and after thedate of such crediting (but subject to Section 6 in any event).

       (b)     *Forfeiture.*In the event of Participant's Termination ofEmployment, all RSUs which are not vested at or prior to the time of suchTermination shall be forfeited, unless otherwise determined by the Committee.Thus, for example, upon Participant's voluntary Termination of Employment orinvoluntary Termination of Employment by the Company for Cause, unvested RSUsgenerally will be forfeited.

       (c)     *Definition of "Termination of Employment."*For purposes ofthis Agreement, a "Termination of Employment" shall mean a termination ofParticipant's employment with the Company or a subsidiary or affiliate of theCompany if, immediately thereafter, Participant is not employed by any of theCompany or its subsidiaries or affiliates. 

       (d)     *Definition of "Cause."*  For purposes of this Agreement,"Cause" shall mean conduct by the Participant which is materially detrimental tothe Company's reputation or business relationships, or constitutesmisappropriation of the funds of the Company or a subsidiary. 
**
3.     Nontransferability
       Until RSUs become settleable under Section 4 hereof, RSUs shall not betransferable other than by will or by the laws of descent and distribution or toa designated beneficiary in the event of Participant's death, and no suchtransfer shall be effective to bind the Company unless the Company shall havebeen furnished with a copy of such will or such other evidence as the SeniorVice President, Legal and Administration of the Company may deem necessary toestablish the validity of the transfer.  

4.     Settlement and Election to Defer Settlement
       (a)     *Settlement Date.*  RSUs granted hereunder that have vested,together with RSUs credited as a result of Dividend Equivalents, shall besettled by delivery of one Share for each RSU being settled.  Settlement of anRSU granted hereunder shall occur at the Scheduled Settlement Date set forth onthe cover page of this Agreement, except that settlement shall occur earlier (i)at the date of death of Participant, (ii) at the date that is six months afterTermination of Employment for any reason other than death, or (iii) upon aChange in Control (subject to Section 4(c), including, if applicable, anyrequirement that a Change in Control come within a definition prescribed inTreasury Regulations).  In addition, subject to Section 4(c), settlement shallbe deferred if so elected by Participant in accordance with Section 4(b).Settlement of RSUs which directly or indirectly result from Dividend Equivalentson RSUs granted hereunder shall occur at the time of settlement of the grantedRSU. 

       (b)     *Elective Deferral.*If deferral of settlement (orredeferral) would be permissible under Section 409A of the Internal Revenue Code(the "Code"), Participant shall be entitled to elect to further defer settlementof the RSUs.  In addition to any applicable requirements under Section 409A, anysuch deferral election shall be made while Participant remains employed and atleast one year in advance of the Scheduled Settlement Date (and, if so requiredunder Section 409A, that a redeferral election extend the settlement date by atleast five years).  Any elective deferral will be subject to such additionalterms and conditions as the  Benefits Director may impose.  

       (c)     *Status of Award Under Code Section 409A.*   Other provisionsof this Agreement notwithstanding, under U.S. federal income tax laws andTreasury Regulations (including proposed regulations) as presently in effect orhereafter implemented, (i) if the timing of any distribution in settlement ofRSUs would result in Participant's constructive receipt of income relating tothe RSUs prior to such distribution, the date of distribution will be theearliest date after the specified date of distribution that distribution can beeffected without resulting in such constructive receipt, and (ii) any rights ofParticipant or retained authority of the Company with respect to RSUs hereundershall be automatically modified and limited to the extent necessary so thatParticipant will not be deemed to be in constructive receipt of income relatingto the RSUs prior to the distribution and so that Participant shall not besubject to any penalty under Section Code 409A. 

5.     Dividend Equivalents and Adjustments
       (a)     *Dividends and Distributions*.  Dividend Equivalents shall bepaid or credited on RSUs (other than RSUs that, at the relevant record date,previously have been settled or forfeited) as follows (unless an alternativetreatment is specified by the Committee):

(i)     *Cash Dividends*.  If the Company declares and pays a dividend ordistribution on Common Stock in the form of cash, then a number of additionalRSUs shall be credited to Participant's Account as of the payment date for suchdividend or distribution equal to the number of RSUs credited to the Account asof the record date for such dividend or distribution multiplied by the amount ofcash actually paid as a dividend or distribution on each outstanding Share atsuch payment date, divided by the Fair Market Value of a Share at such paymentdate; provided, however, the Committee may determine that such dividends willinstead be paid in cash promptly at the payment date or credited to a deferralaccount and paid out at the time of settlement of the related RSUs, in theCommittee's discretion.

(ii)     *Non-Share Dividends*.  If the Company declares and pays adividend or distribution on Common Stock in the form of property other thanShares, then a number of additional RSUs shall be credited to Participant'sAccount as of the payment date for such dividend or distribution equal to thenumber of RSUs credited to the Account as of the record date for such dividendor distribution multiplied by the Fair Market Value of such property actuallypaid as a dividend or distribution on each outstanding Share at such paymentdate, divided by the Fair Market Value of a Share at such payment date.

(iii)     *Common Stock Dividends and Splits*.  If the Company declaresand pays a dividend or distribution on Common Stock in the form of additionalShares, or there occurs a forward split of Common Stock, then a number ofadditional RSUs shall be credited to Participant's Account as of the paymentdate for such dividend or distribution or forward split equal to the number ofRSUs credited to the Account as of the record date for such dividend ordistribution or split multiplied by the number of additional Shares actuallypaid as a dividend or distribution or issued in such split in respect of eachoutstanding Share.

       (b)     *Adjustments*.  The number of RSUs credited to Participant'sAccount shall be appropriately adjusted, in order to prevent dilution orenlargement of Participants' rights with respect to RSUs, to reflect any changesin the outstanding Shares resulting from any event referred to in Section 4(c)of the Plan, taking into account any RSUs credited to Participant in connectionwith such event under Section 5(a) hereof.

6.     Participant Obligations.

       (a)*     Forfeiture of RSUs and Shares Received Upon Prior Settlement ofRSUs*. If one of the events specified in Section 6(b)(i), (ii), or (iii)occurs, all of the following forfeitures will result:

(i)     At any date prior to the Scheduled Settlement Date, RSUs not yetsettled will be immediately forfeited and cancelled upon the later of theoccurrence of such event or Participant's Termination of Employment; and 

(ii)     Participant will be obligated to repay to the Company, in Shares(valued as of the date of the RSU settlement), at the later of the date fivebusiness days after demand is made therefor by the Company or the date ofParticipant's Termination of Employment, the total amount of After-Tax Gain (asdefined herein) realized by Participant upon settlement of RSUs that occurred onor before the Scheduled Settlement Date and on or after the date that is sixmonths prior to the Participant's Termination of Employment.  For purposes ofthis Section, the term "After-Tax Gain" in respect of RSUs shall mean the fairmarket value (as defined under the Plan) per Share at the date of suchsettlement (without regard to any subsequent change in the market price ofShares) reduced by the amount of federal, state, and local income taxes (notincluding FICA taxes) payable or actually paid by Participant as a result ofsuch settlement, times the number of RSUs settled.  

       (b)     *Events Triggering Forfeiture*.  The forfeitures specified inSection 6(a) will be triggered upon the occurrence of any one of the followingevents at any time (A) during Participant's employment by the Company or asubsidiary or (B) prior to a Change in Control and during the one-year periodfollowing termination of such employment (but not later than 18 months afterScheduled Settlement Date): 

(i)       Participant, acting alone or with others, directly or indirectly,prior to a Change in Control, (A) engages (either as employee, employer, owner,investor, partner, stockholder, consultant, advisor, or director) in anybusiness in Nevada, or California, or in any other state of the United States inwhich the Company conducts a material amount of business at the date hereof orat the time such event occurs, which is directly in competition with a businessthen conducted by the Company or a subsidiary; (B) induces any customer of theCompany or a subsidiary with whom Participant has had contacts or relationships,directly or indirectly, during and within the scope of his employment with theCompany or any subsidiary, to curtail, cancel, not renew, or not continue his orher or its business with the Company or any subsidiary; or (C) induces, orattempts to influence, any employee of the Company or a subsidiary to terminateemployment;

(ii)     Participant discloses, uses, sells, or otherwise transfers, except inthe course of employment with or other service to the Company or any subsidiary,any proprietary information of the Company or any subsidiary so long as suchinformation has not otherwise been disclosed to the public or is not otherwisein the public domain, except as required by law or pursuant to legal process;or

(iii)     Participant fails to cooperate with the Company or any subsidiary bymaking himself or herself reasonably available to testify on behalf of theCompany or such subsidiary in any action, suit, or proceeding, whether civil,criminal, administrative, or investigative, or otherwise fails to assist theCompany or any subsidiary in any such action, suit, or proceeding by providinginformation and meeting and consulting with members of management of, otherrepresentatives of, or counsel to, the Company or such subsidiary, as reasonablyrequested. 

       (c)     *Agreement Does Not Prohibit Competition or Other ParticipantActivities*.  This Agreement does not prohibit Participant from engaging inany activity, including but not limited to competition with the Company and itssubsidiaries.  Rather, the non-occurrence of events set forth in Section 6(b) isa condition to Participant's right to realize and retain value from his or hercompensatory RSUs, and the only consequence to Participant if he engages in anactivity giving rise to any such event, which events and activities are herebyacknowledged to be harmful to the Company, are the forfeitures specified herein.The Company and Participant shall not be precluded by this Agreement orotherwise from entering into other agreements concerning the subject matter ofSection 6(a) and 6(b).

       (d)     *Right of Setoff*.  Participant agrees that the Company or anysubsidiary may, to the extent permitted by applicable law, deduct from and setoff against any amounts the Company or a subsidiary may owe to Participant fromtime to time, including amounts owed as wages or other compensation, fringebenefits, or other amounts owed to Participant, such amounts as may be owed byParticipant to the Company under Section 6(a), although Participant shall remainliable for any part of Participant's payment obligation under Section 6(a) notsatisfied through such deduction and setoff.

       (e)     *Committee Discretion*.  The Committee may, in its discretion,waive in whole or in part the Company's right to forfeiture under this Section,but no such waiver shall be effective unless evidenced by a writing signed by aduly authorized officer of the Company.

7.     Other Terms Relating to RSUs
       (a)       *Fractional Shares*.  The number of RSUs credited toParticipant's Account shall include fractional RSUs calculated to at least threedecimal places, unless otherwise determined by the Company.  Upon settlement ofRSUs, Participant shall be paid, in cash, an amount equal to the value of anyfractional share that would have otherwise been deliverable in settlement ofsuch RSUs, unless the Company arranges to deliver Shares to an account ofParticipant to which fractional Shares may be credited without requiring theCompany to in fact issue a fractional share.

       (b)     *Tax Withholding*.  It shall be a condition to the obligationof the Company to issue and deliver Shares in settlement of the RSUs thatParticipant (or any Beneficiary) pay to the Company, upon its demand, suchamount as may be requested by the Company for the purpose of satisfying theminimum statutory withholding liabilities for federal, state, or local income orother taxes.  If the amount requested is not paid, the Company may refuse todeliver the Shares in settlement of the RSUs until such amount is paid.  TheBenefits Director may, in his or her discretion, permit Participant (or anyBeneficiary of Participant) to pay all or a portion of the amount requested bythe Company for such taxes at such time and in such manner as the BenefitsDirector may deem to be appropriate.  Except to the extent limited by theCommittee, the Company will withhold from the Shares to be delivered insettlement Shares having a Fair Market Value equal to the amount of suchwithholding tax liability, unless at least 60 days prior to the settlement dateParticipant has made other arrangements satisfactory to the Company to providefor such withholding taxes.  In addition, the Company is required to withholdfrom Participant Medicare and Social Security taxes at the applicable minimumstatutory rate on the Scheduled Lapse Date for the RSUs.  Such withholding willbe based upon the aggregate Fair Market Value of the Shares underlying thedeferred RSUs on the Scheduled Lapse Date and will normally be deducted fromParticipant's salary in the payroll that immediately follows the Scheduled LapseDate, unless Participant has made other arrangements satisfactory to the Companyto provide for such withholding taxes. 

       (c)     *Account Statements*.  An individual statement of eachParticipant's Account will be issued to each Participant not less frequentlythan annually.  Such statements shall reflect the amount of RSUs credited toParticipant's Account, transactions therein during the period covered by thestatement, and other information deemed relevant by the Senior Vice President.Legal and Administration.  Such a statement may be combined with or includeinformation regarding other plans and compensatory arrangements relating toParticipant.  Participant's statements shall be deemed a part of this Agreement,and shall evidence the Company's obligations in respect of RSUs, including thenumber of RSUs credited as a result of Dividend Equivalents (if any); provided,however, that any statement containing an error shall not represent a bindingobligation to the extent of such error.

8.       Miscellaneous.  

       (a)     This Agreement shall be legally binding when executed by theCompany, provided that no election of Participant will be binding unlessParticipant has executed the Agreement and returned it to the Benefits Directorof the Company.

       (b)     This Agreement shall be binding upon the heirs, executors,administrators and successors of the parties.  This Agreement constitutes theentire agreement between the parties with respect to the RSUs, and supersedesany prior agreements or documents with respect to the RSUs.  No amendment,alteration, suspension, discontinuation or termination of this Agreement whichmay impose any additional obligation upon the Company or materially impair therights of Participant with respect to the RSUs shall be valid unless in eachinstance such amendment, alteration, suspension, discontinuation or terminationis expressed in a written instrument duly executed in the name and on behalf ofthe Company and, if Participant's rights are materially impaired, byParticipant.

       (c)     Any Beneficiary designation made by Participant in accordance withthis provision may be changed from time to time, without the consent of anypreviously designated Beneficiary (but subject to any spousal consent as may berequired), by filing with the Benefits Director a notice of such change.   Thechange of Beneficiary designation shall become effective upon receipt by theBenefits Director.  In the event Participant's Beneficiary would otherwisebecome entitled to a distribution hereunder, and all Beneficiaries designated byParticipant are not then living, or if no valid Beneficiary designation is ineffect, Participant's estate or duly authorized personal representative shall bedeemed to have been designated by Participant.

       (d)      Any provision for distribution in settlement of Participant'sAccount hereunder shall be by means of bookkeeping entries on the books of theCompany and shall not create in Participant or any Beneficiary any right to, orclaim against any, specific assets of the Company, nor result in the creation ofany trust or escrow account for Participant or any Beneficiary.  Participant orany Beneficiary entitled to any distribution hereunder shall be a generalcreditor of the Company. 

       (e)**     **This Agreement and the grant of the RSUs shall not be deemed tocreate a condition of employment, a right to continued employment, or a right tocontinue as a director of or consultant to the Company or any subsidiary of theCompany or as an employee of or independent contractor for any other entity inwhich capacity Participant provides services to the Company or any subsidiary oraffiliate of the Company, or any right of such entity to continue to provideservices to the Company or any subsidiary or affiliate of the Company.Participant shall remain subject to termination of such employment or service tothe same extent as though this Agreement did not exist.

       (f)     Capitalized terms used in this Agreement but not defined hereinshall have the same meanings as in the Plan.  If there is any conflict betweenthe provisions of this Agreement and the provisions of the Plan, the provisionsof the Plan shall govern. 

	*  *  *  *  *

       By signing below and returning this Agreement to the Benefits Director, Iaccept the grant of these RSUs and agree to the terms of this Agreement.  

 

PARTICIPANT:

 
__________________________                                                              _____________________[Name]                                                                                                            Date