Exhibit 10.2

 

MAGELLAN HEALTH, INC.

 

2011 MANAGEMENT INCENTIVE PLAN

 

NOTICE OF STOCK OPTION GRANT

 

(REFERENCE NO. 2011-MARCH 4, 2015)

 

	
Name   of Optionee:
    	
 
    	
[Employee   Name]
    
	
 
    	
 
    	
 
    
	
Shares   Subject to
   Option:
    	
 
    	
           shares of Ordinary Common Stock of Magellan Health, Inc. (the “Shares”)
    
	
 
    	
 
    	
 
    
	
Type   of Option:
    	
 
    	
x Nonqualified                       o Incentive
    
	
 
    	
 
    	
 
    
	
Exercise   Price per
   Share:
    	
 
    	
$            
    
	
 
    	
 
    	
 
    
	
Date   of Grant:
    	
 
    	
March 4,   2015
    
	
 
    	
 
    	
 
    
	
Date   Exercisable and Other Conditions of Exercise:
    	
 
    	
This   option shall be exercisable, in whole or in part, until its Expiration Date,   only to the extent it is vested and while the Optionee’s Service with the   Company, a Subsidiary or a Parent company continues.  In addition, this option, to the extent   vested on the date of termination of the Optionee’s Service, shall be   exercisable for the period after the termination of the Optionee’s Service   provided by Optionee’s Option Agreement, unless a different period is   specified in Optionee’s employment agreement with the Company, a Subsidiary   or a parent company, in which case this option shall be exercisable for such   different period after termination of Optionee’s Service (but in no event on   or after the Expiration Date).

 

In   addition, this option may be exercised, to the extent vested, only when   exercise is otherwise permitted in accordance with the terms of the 2011   Management Incentive Plan and the Option Agreement to which this notice of   grant relates (including the provisions thereof applicable in the event of   Injurious Conduct).
    
	
 
    	
 
    	
 
    
	
Vesting:
    	
 
    	
This   option shall vest with respect to the Shares subject hereto as to one-third   of such Shares on each of the first, second and third anniversaries of the   Date of Grant, provided that in each case the Optionee’s Service has not   terminated prior to such date.

 

Notwithstanding   the preceding paragraph, if the Optionee’s Service is terminated for   Retirement as defined under the Company’s Retirement Policy Applicable to   Employee Stock Options, this Option shall earlier vest immediately with respect   to 100% of the Shares subject hereto.

 

Notwithstanding   the first paragraph of this section entitled “Vesting”, this Option shall   earlier vest immediately with respect to 100% of the 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 Optionee’s employment agreement, if   any, in effect at the time of the Change of Control) following occurrence of   the Change in Control, Optionee’s Service with the Company shall be   terminated by the Company without Cause (as defined below) or by the Optionee   with Good Reason (as defined below), provided that the Optionee’s Service   with the Company has not 
    


 











 

	
 
    	
 
    	
previously   terminated after the date hereof for any other reason, and upon such   accelerated vesting this Option shall continue to be exercisable for the same   period after such termination of Optionee’s Service as provided above. For   purposes of this Option, the terms “Change in Control,” “Cause” and “Good   Reason” shall have the same meanings as provided in any employment agreement   between the Company and Optionee 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:
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
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 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.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
“Cause” shall mean:
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
a.   Optionee is convicted of (or pleads guilty or nolo contendere   to) a felony or a crime involving moral turpitude;
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
b.   Optionee’s commission of an act of fraud or dishonesty involving   his or her duties on behalf of the Company;
    


 

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c.   Optionee’s willful failure or refusal to faithfully and diligently   perform duties lawfully assigned to Optionee 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 Optionee; or
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
d.   Optionee’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.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
“Good Reason” shall mean:
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
a.     a reduction in Optionee’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 reduction in Optionee’s target bonus opportunity for the year in   which or any year after the year in which the Change of Control occurs from   Optionee’s target bonus opportunity for the year in which the Change in   Control occurs (if any) as established under any employment agreement   Optionee has with the Company or any bonus plan of the Company applicable to   Optionee (or, if no such target bonus opportunity has yet been established   for Optionee under a bonus plan applicable to Optionee for the year in which   the Change of Control has occurred, the target bonus opportunity so   established for Optionee 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 Optionee of at   least one and one half percent (1.5%) of Optionee’s then current base salary,   provided that Optionee 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 Optionee’s position, duties or   responsibilities as in effect at the time of a Change in Control or the   assignment to Optionee 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 Optionee; 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 Optionee’s   principal location for the performance of his or her services to the Company;
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
d.     provided that, in each such case, Optionee 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 Optionee gives notice thereof to the Company, and   Optionee terminates Service within 18 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 
    


 

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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.
    
	
 
    	
 
    	
 
    
	
Other   Terms (if any):
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
Expiration   Date:
    	
 
    	
March 4,   2025
    


 

By signing your name below, you accept this award and acknowledge and agree that this award is granted under and governed by the terms and conditions of the Magellan Health, Inc. 2011 Management Incentive Plan and the related Stock Option Agreement, reference number 2011-March 4, 2015, both of which are hereby made a part of this document.

 

	
 
    	
MAGELLAN   HEALTH, INC.
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
 
    
	
 
    	
Name:
    
	
 
    	
Title:
    


 

	
OPTIONEE:
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
Name:
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
Date:
    	
 
    


 

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