exv10w6






Exhibit 10.6




EXPRESS SCRIPTS, INC.

2011 LONG-TERM INCENTIVE PLAN

RESTRICTED STOCK UNIT GRANT NOTICE

FOR NON-EMPLOYEE DIRECTORS




          Notice is hereby given of the following award of Restricted Stock Units (the “Award”), which
entitles the Grantee to receive one share of the common stock, $0.01 par value per share (“Common
Stock”), of Express Scripts, Inc. (the “Company”) for each Restricted Stock Unit pursuant to the
following terms and conditions:



	 	 	 	 	 	 	 

	 

	 	•
	 	Grantee:
	 	___________
	 
	 	 	 	 	 	 
	 

	 	•
	 	Grant Date:
	 	___________
	 
	 	 	 	 	 	 
	 

	 	•
	 	Number of Restricted Stock Units:
	 	___________







	 	•	 	Vesting Schedule: The Restricted Stock Units under the Award shall be
vested and become exercisable in accordance with the following vesting schedule:





	 	 	 

	 

	 	_________________________________
	 
	 	 
	 

	 	_________________________________
	 
	 	 
	 

	 	_________________________________







	 	•	 	Other Provisions: The Award is granted subject to, and in accordance with,
the terms of the Restricted Stock Unit Agreement (the “RSU Agreement”) attached hereto
as Exhibit A, including Schedule 1 thereto, and the Express Scripts, Inc. 2011
Long-Term Incentive Plan (the “Plan”).






    This Award is granted under, and governed by, the terms and conditions of this Grant Notice,
the Plan and the RSU Agreement.



	 	 	 	 	 
	 	EXPRESS SCRIPTS, INC.

 	 
	 	By:  	 	 
	 	 	[NAME]  	 
	 	 	[TITLE] 	 
	 



Attachments:


Exhibit A— Restricted Stock Unit Agreement




 









 





EXHIBIT A




EXPRESS SCRIPTS, INC.

2011 LONG-TERM INCENTIVE PLAN

RESTRICTED STOCK UNIT AGREEMENT

FOR NON-EMPLOYEE DIRECTORS




     Express Scripts, Inc., a Delaware corporation (“Company”), has granted you (“Grantee”) an
award of the number of Restricted Stock Units as set forth on the Grant Notice. 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 set forth in your Restricted Stock Unit
Grant Notice (“Grant Notice”) and this Restricted Stock Unit Agreement (“RSU Agreement”).



     The Award is granted pursuant to the Express Scripts, Inc. 2011 Long-Term Incentive Plan, as
amended from time to time (the “Plan”), pursuant to which restricted stock units, and other awards,
may be granted to Non-Employee Directors of the Company. Except as otherwise specifically set
forth herein, all capitalized terms utilized herein (including on Schedule 1 hereto) shall have the
respective meanings ascribed to them in the Plan.



     The details of your Award are as follows:



     l. Grant of Restricted Stock Unit Award. Pursuant to action of the Board and/or a
committee authorized by the Board, the Company hereby grants to Grantee an award (the “Award”) of
the number of Restricted Stock Units as set forth on the Grant Notice. 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 the Grant Notice, with the vesting of each
installment subject to the Grantee’s continued service as a member of the Board 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 service as a member of the Board, vest or be forfeited in accordance with the provisions
of the Plan, and the terms of this Agreement (including Schedule 1 hereto).



          (c) Forfeiture of Restricted Stock Units. If Grantee’s service as a member of the Board
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 Section 2(b).



     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 or the Plan, upon an applicable
vesting event, the Company shall issue and deliver to Grantee the number of shares of Common Stock
equal to the number of Restricted Stock Units which have become vested as a result of such event.
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; Conflicting Terms. 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. In the event of any conflict between the terms of the Plan and the terms of
this Agreement, the terms and provisions of the Plan shall govern.



     5. Non-Transferability of Restricted Stock Units. The Restricted Stock Units may not
be transferred in any manner and any purported transfer or assignment shall be null and void.
Notwithstanding the foregoing, upon the death of Grantee, Grantee’s Successor shall have the right
to receive any shares of Common Stock that may be deliverable hereunder, provided, that, for such
purposes, the terms of the Plan and this Agreement shall be binding upon the executors,
administrators, heirs, successors and assigns of Grantee.



     6. 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, subject to the same Vesting Schedule and restrictions as the underlying Restricted
Stock Unit and otherwise payable at the same time shares are issued and delivered to Grantee with
respect to the underlying Restricted Stock Unit, in an amount that would otherwise be payable as
dividends with respect to an equal number of shares of Common Stock.



     7. Adjustments upon Changes in Capitalization or Corporate Acquisitions. Should any
change be made to the Common Stock by reason of any Fundamental Change, divestiture, distribution
of assets to stockholders (other than ordinary cash dividends), reorganization, recapitalization,
reclassification, stock dividend, stock split, reverse stock split, stock combination or exchange,
rights offering, spin-off or other relevant change, appropriate adjustments shall be made to the
total number and/or class of securities subject to this Award in order to reflect such change and
thereby preclude a dilution or enlargement of benefits hereunder.



     8. Board Discretion. This Award has been made pursuant to a determination made by the
Board and/or one or more committees of the Board (as delegated by the Board). Notwithstanding
anything to the contrary herein, and subject to the limitations of the Plan, the Board or its
delegated committee(s) shall have plenary authority to: (a) interpret any provision of this
Agreement or the Award; (b) make any determinations necessary or advisable for the administration
of this Agreement or the Award; (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, divestiture, distribution of assets to stockholders (other than
ordinary cash dividends), reorganization, recapitalization, reclassification, stock dividend, stock
split, reverse stock split, stock combination or exchange, rights offering, spin-off or other
relevant change; and (d) otherwise modify or amend any provision hereof, or otherwise with respect
to the Award, 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, subject to the limitations
stated in the Plan.



     9. Tax Withholding. To the extent applicable and required by law, the Company shall
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
or payment in respect 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. Grantee may elect to have any such withholding
obligations satisfied by: (i) delivering cash; (ii) delivering part or all of the withholding
payment in previously owned shares of Common Stock; and/or (iii) irrevocably directing the Company
to reduce the number of shares that would otherwise be issued to Grantee upon the vesting of the
Award by that number of whole shares of Common Stock having a fair market value, determined by the
Company, in its sole discretion, equal to the amount of tax required to be withheld, but not to
exceed the Company’s required minimum statutory withholding. Absent a specific election to the
contrary by Grantee, such withholding obligations shall be satisfied pursuant to the method
described in phrase (iii) of the preceding sentence.




     10. Electronic Delivery. The Company may choose to deliver certain statutory or
regulatory materials relating to the Plan in electronic form, including without limitation
securities law disclosure materials. 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.



     11. No Right to Continued Service on the Board. Nothing in this Agreement shall be
deemed to create any limitation or restriction on or otherwise affect such rights as the Company,
the stockholders of the Company, or the Board otherwise would have to remove Grantee from the
Board, to exclude Grantee from any slate of nominees for election to the Board, or to otherwise
terminate Grantee’s service on the Board at any time for any reason.



     12. Entire Agreement. This Agreement, including Schedule 1 hereto, 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.



     13. 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.



 









 





SCHEDULE 1

TERMINATION AND CHANGE IN CONTROL PROVISIONS UNDER THE

EXPRESS SCRIPTS, INC. 2011 LONG-TERM INCENTIVE PLAN

RESTRICTED STOCK UNIT AGREEMENT

FOR NON-EMPLOYEE DIRECTORS




     I. Termination of Service of Non-Employee Director




          (A) Generally. Except as provided herein, if Grantee’s service as a member of the Board
terminates, then any Restricted Stock Units that have not vested as of the date of such termination
shall terminate as of such date, and such unvested Restricted Stock Units shall be forfeited to the
Company without payment therefor.



          (B) Death or Disability. If Grantee’s service as a member of the Board terminates on account
of death or Disability, Grantee shall vest in a number of Restricted Stock Units, to the extent
outstanding, pro-rated for the portion of the period from the Date of Grant (as set forth on the
Grant Notice) through the last vesting date on the Vesting Schedule set forth on the Grant Notice
during which Grantee served as a member of the Board. As soon as practicable following such
termination of service, 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) calculated pursuant to the preceding sentence.



          (C) Retirement. The termination of Grantee’s service as a member of the Board after
attainment of age 65 for any reason other than death or Disability shall be considered a
Retirement, subject to the following:




	 	1.	 	Tenured Retirement. After attainment of age 70,
Grantee’s Retirement shall be deemed to be a “Tenured Retirement”. Upon a
Tenured Retirement, Grantee shall vest in all of the Restricted Stock Units
then outstanding. As soon as practicable following such termination of
service, 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).






	 	2.	 	Early Retirement. If Grantee has attained the age of
65, but not age 70, and has at least ten years of service on the Board, then
Grantee’s Retirement shall be deemed to be an “Early Retirement”. Upon an
Early Retirement, the following shall occur:






	 	(a)	 	for any Restricted Stock Units then
outstanding, a pro-rata portion thereof (determined as set forth below)
shall vest immediately, and, as soon as practicable following such
vesting, the Company shall issue and deliver to Grantee the number of
shares of Common Stock equal to the number of such vested Restricted
Stock Units;








	 	(b)	 	the pro-rata portion of the Restricted Stock
Units that shall vest under the preceding paragraph shall be a
percentage which is equal to (i) the number of full months served by
Grantee past age 65, divided by (ii) 60. The remaining portion of the
Restricted Stock Units which are not eligible for vesting under the
preceding paragraph shall be forfeited to the Company without payment
upon Retirement.




 









 












	 	3.	 	Death or Disability While Eligible for Retirement. If
Grantee’s service as a member of the Board terminates because of his or her
death or Disability and, at the time of such termination of service Grantee
would have been eligible for either a Tenured Retirement or an Early
Retirement, the Restricted Stock Units shall be treated as if Grantee’s service
had terminated due to such applicable form of Retirement (rather than due to
death or Disability, as applicable) if such treatment would result in a greater
number of Restricted Stock Units becoming vested.






	 	4.	 	Standard Retirement. Any Retirement that is not either a
Tenured Retirement or an Early Retirement shall be deemed to be a Standard
Retirement, which shall be treated in accordance with Section I(A) above.





          II. Change in Control




               (A) Acceleration of Vesting Upon Change in Control



                      (i) Acceleration of Vesting. Upon the occurrence of a Change in Control, the
Restricted Stock Units shall, to the extent outstanding, vest in full.



                      (ii) Company Payment. Upon the occurrence of a Change in Control transaction, on the
Change in Control Date the Restricted Stock Units still outstanding shall be automatically
cancelled without further action by the Company or the Grantee, and the Company shall provide
payment in connection with such cancellation at a per share price equal to the number of such
Restricted Stock Units multiplied by the Change in Control Price (as defined below). The Change in
Control Price shall mean the value, expressed in dollars, as of the date of receipt of the per
share consideration received by the Company’s stockholders whose stock is acquired in a transaction
constituting a Change in Control. In case such all or part of such consideration shall be in a
form other than cash, the value of such consideration shall be as determined in good faith by a
majority of the Board of Directors based on a written opinion by a nationally recognized investment
banking firm, whose determination shall be described in a statement furnished to Participants.