Exhibit 10.4





Exhibit 10.4




HEALTHSPRING, INC.

RESTRICTED SHARE AWARD AGREEMENT

(Directors)




THIS RESTRICTED SHARE AWARD AGREEMENT (this “Agreement”) is made and entered into as of the

 _____ 
day of _____, 20_____ 
(the “Grant Date”), between HealthSpring, Inc., a Delaware corporation
(together with its Subsidiaries, the “Company”), and                      (the “Grantee”). Capitalized
terms not otherwise defined herein shall have the meaning ascribed to such terms in the
HealthSpring, Inc. Amended and Restated 2006 Equity Incentive Plan (the “Plan”).



WHEREAS, the Company has adopted the Plan, which permits the issuance of restricted shares of
the Company’s common stock, par value $0.01 per share (the “Common Stock”); and



WHEREAS, pursuant to the Plan, the Committee responsible for administering the Plan has
granted an award of restricted shares to the Grantee as provided herein.



NOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth and for other
good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto, intending to be legally bound hereby, agree as follows:




1. Grant of Restricted Shares.



(a) The Company hereby grants to the Grantee an award (the “Award”) of
 _____ 
shares of Common
Stock (the “Shares” or the “Restricted Shares”) on the terms and conditions set forth in this
Agreement and as otherwise provided in the Plan.



(b) The Grantee’s rights with respect to the Award shall remain forfeitable at all times prior
to the dates on which the restrictions shall lapse in accordance with Sections 2 and
3 hereof.




2. Terms and Rights as a Stockholder.



(a) Except as provided herein and subject to such other exceptions as may be determined by the
Committee in its discretion, the “Restricted Period” for Restricted Shares granted herein shall
expire on the later of the first anniversary of the Grant Date or the date of the subsequent annual
meeting of the Company’s stockholders at which any directors are elected.



(b) The Grantee shall have all rights of a stockholder with respect to the Restricted Shares,
including the right to receive dividends and the right to vote such Shares, subject to the
following restrictions:



(i) the Grantee shall not be entitled to the removal of the restricted legends or restricted
account notices or to delivery of the stock certificate (if any) for any Shares until the
expiration of the Restricted Period as to such Shares and the fulfillment of any other restrictive
conditions set forth herein;



 


 









 





(ii) none of the Restricted Shares may be sold, assigned, transferred, pledged, hypothecated
or otherwise encumbered or disposed of during the Restricted Period as to such Shares and until the
fulfillment of any other restrictive conditions set forth herein; and



(iii) except as otherwise determined by the Committee at or after the grant of the Award
hereunder, all of the Restricted Shares shall be forfeited, and all rights of the Grantee to such
Shares shall terminate, without further obligation on the part of the Company, unless the Grantee
continues his/her service as a director of the Company for the entire Restricted Period.



(c) Notwithstanding the foregoing, the Restricted Period shall automatically terminate as to
all Restricted Shares awarded hereunder (as to which such Restricted Period has not previously
terminated) upon the termination of the Grantee’s service as a director of the Company which
results from the Grantee’s death or Disability.



Any Shares, any other securities of the Company and any other property (except for cash dividends)
distributed with respect to the Restricted Shares shall be subject to the same restrictions, terms
and conditions as such Restricted Shares.



3. Termination of Restrictions. Following the termination of the Restricted Period,
and provided that all other restrictive conditions set forth herein have been met, all restrictions
set forth in this Agreement or in the Plan relating to the Restricted Shares shall lapse and a
stock certificate for the appropriate number of Shares, free of the restrictions and restrictive
stock legend, shall, upon request, be delivered to the Grantee or the Grantee’s beneficiary or
estate, as the case may be, pursuant to the terms of this Agreement (or, in the case of book-entry
Shares, such restrictions and restricted stock legend shall be removed from the confirmation and
account statements delivered to the Grantee in book-entry form).




4. Delivery of Shares.



(a) As of the date hereof, certificates representing the Restricted Shares may be registered
in the name of the Grantee and held by the Company or transferred to a custodian appointed by the
Company for the account of the Grantee subject to the terms and conditions of the Plan and shall
remain in the custody of the Company or such custodian until their delivery to the Grantee or
Grantee’s beneficiary or estate as set forth in Sections 4(b) and (c) hereof or
their forfeiture or reversion to the Company as set forth in Section 2(b) hereof. The
Committee may, in its discretion, provide that Grantee’s ownership of Restricted Shares prior to
the lapse of any transfer restrictions or any other applicable restrictions shall, in lieu of such
certificates, be evidenced by a “book entry” (i.e. a computerized or manual entry) in the records
of the Company or its designated agent in accordance with and subject to the applicable provisions
of the Plan.



(b) If certificates shall have been issued as permitted in Section 4(a) above, the
certificates representing Restricted Shares in respect of which the Restricted Period has lapsed
pursuant to this Agreement shall be delivered to the Grantee upon request following the date on
which the restrictions on such Restricted Shares lapse.


 


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(c) If certificates shall have been issued as permitted in Section 4(a) above, the
certificates representing Restricted Shares in respect of which the Restricted Period lapsed upon
the Grantee’s death shall be delivered to the executors or administrators of the Grantee’s estate
as soon as practicable following the receipt of proof of the Grantee’s death satisfactory to the
Company.



(d) Any certificate representing Restricted Shares shall bear (and confirmation and account
statements sent to a Grantee with respect to book-entry Shares may bear) a legend in substantially
the following form or substance:




THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, TRANSFERRED,
PLEDGED OR OTHERWISE DISPOSED OF WITHOUT REGISTRATION UNDER THE
SECURITIES ACT OF
1933 AND UNDER APPLICABLE BLUE SKY LAW OR UNLESS SUCH SALE, TRANSFER, PLEDGE OR
OTHER DISPOSITION IS EXEMPT FROM REGISTRATION THEREUNDER.




THIS CERTIFICATE AND THE SHARES OF STOCK REPRESENTED HEREBY ARE SUBJECT TO THE TERMS
AND CONDITIONS (INCLUDING FORFEITURE AND RESTRICTIONS AGAINST TRANSFER) CONTAINED IN
THE HEALTHSPRING, INC. AMENDED AND RESTATED 2006 EQUITY INCENTIVE PLAN (THE “PLAN”)
AND THE RESTRICTED SHARE AWARD AGREEMENT (THE “AGREEMENT”) BETWEEN THE OWNER OF THE
RESTRICTED SHARES REPRESENTED HEREBY AND HEALTHSPRING, INC. (THE “COMPANY”). THE
RELEASE OF SUCH SHARES FROM SUCH TERMS AND CONDITIONS SHALL BE MADE ONLY IN
ACCORDANCE WITH THE PROVISIONS OF THE PLAN AND THE AGREEMENT AND ALL OTHER
APPLICABLE POLICIES AND PROCEDURES OF THE COMPANY, COPIES OF WHICH ARE ON FILE AT
THE COMPANY.



5. Effect of Lapse of Restrictions. To the extent that the Restricted Period
applicable to any Restricted Shares shall have lapsed, the Grantee may receive, hold, sell or
otherwise dispose of such Shares free and clear of the restrictions imposed under the Plan and this
Agreement upon compliance with applicable legal requirements.



6. No Right to Continued Service. This Agreement shall not be construed as giving
Grantee the right to continue to serve as a director of the Company, and the Company may at any
time dismiss Grantee from service as a director, free from any liability or any claim under the
Plan.



7. Adjustments. The Committee may make equitable and proportionate adjustments in the
terms and conditions of, and the criteria included in, this Award in recognition of unusual or
nonrecurring events (and shall make adjustments for the events described in Section 4.2 of
the Plan) affecting the Company or the financial statements of the Company or of changes in
applicable laws, regulations, or accounting principles in accordance with the Plan whenever
the Committee determines that such events affect the Shares. Any such adjustments shall be
effected in a manner that precludes the material enlargement of rights and benefits under this
Award.



 


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8. Amendment to Award. Subject to the restrictions contained in the Plan, the
Committee may waive any conditions or rights under, amend any terms of, or alter, suspend,
discontinue, cancel or terminate, the Award, prospectively or retroactively; provided that any such
waiver, amendment, alteration, suspension, discontinuance, cancellation or termination that would
materially and adversely affect the rights of the Grantee or any holder or beneficiary of the Award
shall not to that extent be effective without the consent of the Grantee, holder or beneficiary
affected.




9. [intentionally omitted]



10. Plan Governs. The Grantee hereby acknowledges receipt of (or electronic link to)
a copy of the Plan and agrees to be bound by all the terms and provisions thereof. The terms of
this Agreement are governed by the terms of the Plan, and in the case of any inconsistency between
the terms of this Agreement and the terms of the Plan, the terms of the Plan shall govern.



11. Severability. If any provision of this Agreement is, or becomes, or is deemed to
be invalid, illegal, or unenforceable in any jurisdiction or as to any Person or the Award, or
would disqualify the Plan or Award under any laws deemed applicable by the Committee, such
provision shall be construed or deemed amended to conform to the 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 or the Award, such provision shall be stricken as to such jurisdiction,
Person or Award, and the remainder of the Plan and Award shall remain in full force and effect.



12. Notices. All notices required to be given under this Award shall be deemed to be
received if delivered or mailed as provided for herein, to the parties at the following addresses,
or to such other address as either party may provide in writing from time to time.



	 	 	 	 	 
	 

	 	To the Company:
	 	HealthSpring, Inc.
	 

	 	 	 	9009 Carothers Parkway
	 

	 	 	 	Suite 501
	 

	 	 	 	Franklin, Tennessee 37067
	 

	 	 	 	Attn: Corporate Secretary
	 
	 	 	 	 
	 

	 	To the Grantee:
	 	The address then maintained with respect to the Grantee in the
Company’s records.






 


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13. Governing Law. The validity, construction and effect of this Agreement shall be
determined in accordance with the laws of the State of Delaware without giving effect to conflicts
of laws principles.



14. Successors in Interest. This Agreement shall inure to the benefit of and be
binding upon any successor to the Company. This Agreement shall inure to the benefit of the
Grantee’s legal representatives. All obligations imposed upon the Grantee and all rights granted
to the Company under this Agreement shall be binding upon the Grantee’s heirs, executors,
administrators and successors.



15. Resolution of Disputes. Any dispute or disagreement which may arise under, or as
a result of, or in any way related to, the interpretation, construction or application of this
Agreement shall be determined by the Committee. Any determination made hereunder shall be final,
binding and conclusive on the Grantee and the Company for all purposes.



(remainder of page left blank intentionally)



 


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IN WITNESS WHEREOF, the parties have caused this Restricted Share Award Agreement to be duly
executed effective as of the day and year first above written.



	 	 	 	 	 	 	 
	 	 	HEALTHSPRING, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 	 	GRANTEE:	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 







 


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