exv10w5







Exhibit 10.5




EXPRESS SCRIPTS, INC.

2011 LONG-TERM INCENTIVE PLAN

RESTRICTED STOCK UNIT GRANT NOTICE



          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




     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 employees of the Company or an Affiliate. 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 the
Committee, 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 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 Schedule 1 hereto), and, where applicable, the
terms of any Applicable Employment Agreement (as defined below).



          (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 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, the Plan and any Applicable
Employment Agreement, 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 (subject to any reductions for tax withholding or
otherwise to the extent permitted under Plan, this Agreement or any Applicable 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; 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. Committee Discretion. This Award has been made pursuant to a determination made by
the Board and/or Committee. Notwithstanding anything to the contrary herein, and subject to the
limitations of the Plan, the Committee 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. 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 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.



     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 except to the
extent that the vesting and/or forfeiture of this Award of Restricted Stock Units is specifically
addressed by any employment agreement between the Company and Grantee (an “Applicable Employment
Agreement”), in which instance the relevant terms of such Applicable Employment Agreement shall be
incorporated herein and deemed to be a part of this Agreement, and, in the event of any conflict
between the terms of this Agreement regarding the vesting of the Restricted Stock Units, and the
terms of an Applicable Employment Agreement (if any), the terms and provisions of the Applicable
Employment Agreement shall govern. In addition, any references in any such Applicable Employment
Agreement to the Express Scripts, Inc. 2000 Long-Term Incentive Plan shall also be deemed to refer
to the Plan as appropriate.



     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




     I. Termination of Employment




          (A) Generally. Except as specifically set forth herein, or in an Applicable Employment
Agreement, any Restricted Stock Units that have not vested as of the date of the termination of
Grantee’s employment by the Company or any Affiliate shall terminate as of such date, and such
unvested Restricted Stock Units shall be forfeited to the Company without payment therefor.



          (B) Death, Disability or Retirement. Subject to the terms of an Applicable Employment
Agreement (if any), in the case of Grantee’s termination of employment on account of death,
Disability or Retirement, 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 was employed by the Company or any Affiliate. As soon as practicable
following such termination, 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.



     II. Change in Control




          (A) Acceleration of Vesting Upon Change in Control After Which No Public Market for Company or
Exchange Stock Exists



               (i) Acceleration of Vesting. Upon the occurrence of a Change in Control after which
there will be no generally recognized U.S. public market for the Company’s Common Stock or any
common stock for which the Company’s Common Stock is exchanged, the vesting or forfeiture of the
Restricted Stock Units shall be determined in accordance with the following, subject, however, to
the provisions of (A)(ii) and (iii) below:



                    (a) Comparable Employment Not Offered — Vice President or Senior Executive. If
Grantee is a Vice President or Senior Executive and is not offered Comparable Employment (as
defined below) with the Company or any successor to the Company’s business on or before the Change
in Control Date, then the Restricted Stock Units shall vest in full on the Change in Control Date,
provided that Grantee remains employed by the Company or an Affiliate until such date. For
purposes of this Schedule, “Comparable Employment” shall mean employment with the Company or any
successor to the Company’s business following a Change in Control pursuant to which:




               (1) the responsibilities and duties of Grantee are substantially the same as
before the Change in Control (such changes as are a necessary consequence of the
fact that the securities of the Company are no longer publicly traded if the
Company’s securities cease to be publicly traded as a consequence of the Change in
Control shall not be considered a change in responsibilities or duties), and the
other terms and conditions of employment following the Change in Control do not
impose on Grantee obligations materially more burdensome than those to which Grantee
was subject prior to the Change in Control;



 









 






               (2) the aggregate compensation (including salary, bonus and other benefit
plans, including option plans) of Grantee is substantially economically equivalent
to or greater than Grantee’s aggregate compensation immediately prior to the Change
in Control Date. In making such determination (A) there shall be taken into account
all contingent or unvested compensation, under performance-based compensation plans
or otherwise, with appropriate adjustment for rights of forfeiture, vesting rules
and other contingencies to payment, and (B) any compensation payable by reason of
the Change in Control shall be disregarded; and




               (3) Grantee remains employed in the metropolitan area in which he or she was
employed immediately preceding the Change in Control.



                    (b) Comparable Employment Offered and Accepted — Vice President or Senior Executive.
If Grantee is a Vice President or Senior Executive and is offered and accepts Comparable Employment
with the Company or any successor to the Company’s business on or before the Change in Control
Date, then the Restricted Stock Units shall vest with respect to one-half of such Units which have
not previously vested on the Change in Control Date, provided that Grantee remains employed until
such date.



                    (c) Comparable Employment Not Accepted — Vice President or Senior Executive. If
Grantee is a Vice President or Senior Executive and is offered Comparable Employment with the
Company or any successor to the Company’s business on or before the Change in Control Date and
declines such employment, then the provisions of the Agreement and the first paragraph of this
Schedule (regarding Termination of Employment) shall apply to the Restricted Stock Units held by
Grantee at the Change in Control Date.



                    (d) Termination of Employment On or Before Change in Control Date — Grantees Other Than
Vice Presidents or Senior Executives. For the avoidance of doubt, if a Grantee other than a
Vice President or Senior Executive terminates employment for any reason on or before the Change in
Control Date, then the provisions of the Agreement and Section I of this Schedule (regarding
Termination of Employment) shall apply to the Restricted Stock Units held by Grantee at the Change
in Control Date.



                    (e) Termination of Employment After Change in Control Date. If the employment of
Grantee on the Change in Control Date is involuntarily terminated without Cause after the Change in
Control Date, or if Grantee (if he or she is a Senior Executive or a Vice President) voluntarily
terminates employment after the Change in Control Date due to a change in employment conditions
that results in such Grantee not continuing to have Comparable Employment relative to Grantee’s
employment immediately preceding the Change in Control Date, then, notwithstanding the provisions
hereof, the Restricted Stock Units shall vest in full on the date of such termination.



               (ii) Company Payment. Upon the occurrence of a Change in Control transaction, on the
Change in Control Date, the Restricted Stock Units shall be automatically cancelled without further
action by the Company or Grantee, and the Company shall provide payment in connection with such
cancellation with respect to vested Restricted Stock Units at a per share price equal to the Change
in Control Price. 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 sale 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 Incumbent Board, or if there shall be none, 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.




          (iii) Purchase Price Escrow. Any amount of the purchase price that may become payable
to Grantee with respect to the Restricted Stock Units as to which restrictions have not lapsed on
the Change in Control Date shall be deposited on the Change in Control Date in escrow with one of
the ten largest U.S. commercial banks (measured in terms of amount of assets), or if no such bank
will consent to serve as escrow agent, then another U.S. commercial bank of recognized standing
chosen by the Company. Such funds shall be invested in securities issued or fully guaranteed as to
both principal and interest by the U.S. Government, or in debt obligations of U.S. corporations
with a remaining term to maturity not exceeding one year and rated AA or better by Standard &
Poor’s Corporation or, in its absence, by an equivalent rating by another nationally recognized
statistical rating organization. Interest earned on such funds shall be allocated ratably among
the Plan Participants receiving payment of such funds or, if any amounts are forfeited by a
Participant, to the Company, and shall be disbursed when such payments are made. Disbursements
from the escrow shall be made as follows:



               (a) Disbursement on Lapse of Restrictions. With the initial escrow deposit the
Company shall deliver to the escrow agent a schedule for making disbursements to the Participants
based on the dates when the remaining restrictions on Awards will lapse based solely on the lapse
of time. Unless the escrow agent receives a notice described in the following clauses (b) or (c),
the escrow agent will disburse the funds in accordance with such schedule. The Company will from
time to time deliver to the escrow agent a notice when the restrictions on any such Awards shall
lapse (if sooner than the dates stated in the initial schedule), and the escrow agent shall
disburse funds in accordance with such notice.



               (b) Forfeiture. If a Participant forfeits his rights to any payments from the escrow,
the Company shall give written notice thereof contemporaneously to the escrow agent and the
Participant by certified or registered mail (in the case of the Participant, to the last known
address of the Participant on the records of the Company), stating the reason for such forfeiture
and the amount thereof. The escrow agent shall disburse the amount stated in such notice to the
Company sixty (60) days after receipt thereof unless prior to such time the escrow agent receives
written notice from the Participant that the Participant has commenced litigation against the
Company with respect to the validity of such forfeiture. If such a notice is received, the escrow
agent shall disburse such funds only upon order of a court of competent jurisdiction or upon
written instructions signed by both the Company and the Participant.



               (c) Acceleration of Payments. If a Participant or his or her successor in interest
becomes entitled to a payment from the escrow prior to the time stated in the schedule, the
Participant or such successor shall give written notice thereof contemporaneously to the escrow
agent and the Company by certified or registered mail, stating the reason for such accelerated
payment and the amount thereof. The escrow agent shall disburse the amount stated in such notice
to the Participant or such successor sixty (60) days after receipt thereof unless prior to such
time the escrow agent receives written notice from the Company that the Company has commenced
litigation against the Participant or such successor challenging the right to such acceleration of
payment. If such a notice is received, the escrow agent shall disburse such funds only upon order
of a court of competent jurisdiction or upon written instructions signed by both the Company and
the Participant.



          (B) Acceleration of Vesting Upon Other Change in Control Transactions. Upon the occurrence of
a Change in Control after which there remains a generally recognized U.S. public market for the
Company’s Common Stock or for any common stock for which the Company’s Common Stock is



 









 




exchanged, outstanding Awards shall be treated for vesting purposes as set forth above in (A)(i)
hereof, and the issuance and delivery of shares or other payment with respect to any vested
Restricted Stock Units shall be made on the date on which any such vesting occurs.




          (C) Restricted Stock Units Not Assumed. Notwithstanding anything herein to the contrary, the
Committee may provide for such other treatment of the Restricted Stock Units as the Committee may
determine in its sole discretion with respect to any Restricted Stock Units that are not assumed or
are cancelled in connection with a Change in Control.