ex103_2019eip-rsa






                                                                                                  Molina Healthcare, Inc. 2019 Equity Incentive Plan                           Restricted Stock Award Agreement          This  RESTRICTED  STOCK  AWARD  AGREEMENT  (this “Agreement”)  effective  as  of  [DATE] is between Molina Healthcare, Inc., a Delaware corporation (the “Company”), and [NAME OF  EMPLOYEE], an  employee of the  Company or one of its  Affiliates (the  “Grantee”), pursuant to and  subject  to  the  terms  and  conditions  of the  Molina  Healthcare,  Inc.  2019 Equity  Incentive Plan  (the  “Plan”). The Company desires to award to the Grantee a number of shares of the Company’s common  stock, par value $.001 per share (the “Common Stock”), subject to certain restrictions as provided in this  Agreement, in order to carry out the purpose of the Plan. The purpose of this Agreement is to evidence  the terms and conditions of an award of restricted stock granted to the Grantee under the Plan.          Accordingly, for good and valuable consideration, the receipt and adequacy of which are hereby  acknowledged, the Company and the Grantee hereby agree as follows:    Section 1.  Award of Restricted Stock.          Effective as of [DATE] (the “Effective Date”), the Company grants to the Grantee a restricted  stock award of [NUMBER OF SHARES] shares of Common Stock (the “Shares”), subject to the terms  and conditions set forth in this Agreement and in accordance with the terms of the Plan (the “Restricted  Stock Award”).    Section 2.  Rights with Respect to the Shares.          (a)   Stockholder Rights.  With respect to the Shares, the Grantee shall be entitled at all times  on and after the date of issuance of the Shares to exercise the rights of a stockholder of Common Stock of  the Company, including the right to vote the Shares and the right to receive dividends on the Shares as  provided in Section 2(b) hereof, unless and until the Shares are forfeited  pursuant to Section 3 hereof.  However, the  Shares shall be  nontransferable and subject to a risk of forfeiture  to the  Company at all  times  prior  to  the  dates  on  which  such  Shares  become  vested,  and  the  restrictions  with  respect  to  the  Shares lapse, in accordance with Section 3 of this Agreement.                (b)   Dividends.  As a  condition to receiving the  Shares under the  Plan, the  Grantee  hereby  agrees to defer the receipt of dividends paid on the Shares. Cash dividends or other cash distributions paid  with  respect  to  the  Shares  prior  to  the  date  or  dates  the  Shares  vest  shall  be  subject  to  the  same  restrictions, terms, and conditions as the Shares to which they relate, shall be promptly deposited with the  Secretary of the Company or a custodian designated by the Secretary, and shall be forfeited in the event  that the Shares with respect to which the dividends were paid are forfeited.                (c)   Issuance of Shares.  The Company shall cause the Shares to be issued in the Grantee’s  name or in a nominee name on the Grantee’s behalf, either by book-entry registration or issuance of a  stock certificate or certificates evidencing the Shares, which certificate or certificates shall be held by the  Secretary of the Company or the stock transfer agent or brokerage service selected by the Secretary of the  Company to provide such services for the Plan. The Shares shall be restricted from transfer and shall be  subject  to  an  appropriate  stop-transfer order.  If  any  certificate  is  issued,  the  certificate  shall  bear  an  appropriate legend referring to the restrictions applicable to the Shares. The Grantee hereby agrees to the  retention by the Company of the Shares and, if a stock certificate is issued, the Grantee agrees to execute  and deliver to the Company a blank stock power with respect to the Shares as a condition to the receipt of  this Restricted Stock Award. After any Shares vest pursuant to Section 3 hereof, and following payment  of the applicable withholding taxes pursuant to Section 6 of this Agreement, the Company shall promptly  cause to be issued a certificate or certificates, registered in the Grantee’s name, evidencing such vested  whole  Shares  (less  any  Shares  withheld  to  pay  withholding  taxes)  and  shall  cause  such  certificate  or  certificates to be delivered to the Grantee free of the legend and the stop-transfer order referenced above.  The Company will not deliver any fractional Share but will pay, in lieu thereof, the Fair Market Value of  such fractional Share at the time certificates evidencing the Shares are delivered to the Grantee.   {00417967;1}                          





 






    Section 3.  Vesting; Forfeiture.          (a)   Vesting.  Subject to the terms and conditions of this Agreement, [one-third (1/3rd)] of the  Shares shall vest, and the restrictions with respect to the Shares shall lapse, on each of the [first, second,  and  third anniversaries] of  the  Effective  Date if  the  Grantee  remains  continuously  employed  by  the  Company or an Affiliate of the Company until such respective vesting dates.                (b)   Forfeiture.  If the Grantee ceases to be employed by the Company and all Affiliates of the  Company  for  any  reason  prior  to  the  vesting  of  the  Shares  pursuant  to  Section  3(a)  hereof, Grantee’s  rights  to  all  of  the  unvested  Shares  shall  be treated  in  accordance  with  the  terms  of  his  Employment  Agreement with the Company, dated as of [DATE] (the “Employment Agreement”).                (c)   No Early Vesting.  Except as provided in the Employment Agreement or unless otherwise  determined by the Committee in its sole discretion, in no event will any of the Shares vest prior to their  respective vesting dates set forth in Section 3(a) hereof.    Section 4.  Restrictions on Transfer.          Until the Shares vest pursuant to Section 3 hereof, neither the Shares, nor any right with respect  to  the  Shares  under  this  Agreement,  may  be  sold,  assigned,  transferred,  pledged,  hypothecated  (by  operation  of  law  or  otherwise)  or  otherwise  conveyed  or  encumbered  and  shall  not  be  subject  to  execution, attachment or similar process. Any attempted sale, assignment, transfer, pledge, hypothecation  or  other  conveyance  or  encumbrance  shall  be  void  and  unenforceable  against  the  Company  or  any  Affiliate of the Company.    Section 5.  Distributions and Adjustments.          (a)   If any Shares vest subsequent to any change in the number or character of the Common  Stock  of  the  Company  through  any  stock  dividend  or  other  distribution,  recapitalization,  stock  split,  reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase or  exchange of shares or other securities of the Company, issuance of warrants or other rights to purchase  shares  of  Common  Stock  or  other  securities  of  the  Company  or  other  similar corporate  transaction  or  event  such  that  an  adjustment  is  determined  by  the  Committee  to  be  appropriate  in  order  to  prevent  dilution  or  enlargement  of  the  benefits  or  potential  benefits  intended  to  be  made  available  under  this  Agreement, then the Committee shall, in such manner as it may deem equitable, in its sole discretion,  adjust any or all of the number and type of such Shares.                (b)   Any  additional  shares  of  Common  Stock  of  the  Company,  any  other  securities  of  the  Company  and  any  other  property  distributed  with  respect  to  the  Shares  prior  to  the  date  or  dates  the  Shares vest shall be subject to the same restrictions, terms and conditions as the Shares to which they  relate and shall be promptly deposited with the Secretary of the Company or a custodian designated by  the Secretary.    Section 6.  Taxes.          (a)   The Grantee acknowledges that the Grantee will consult with the Grantee’s personal tax  adviser regarding the income tax consequences of the grant of the Shares, payment of dividends on the  Shares, the vesting of the Shares and any other matters related to this Agreement. In order to comply with  all applicable federal, state, local or foreign income tax laws or regulations, the Company may take such  action  as  it  deems  appropriate  to  ensure  that  all  applicable  federal,  state,  local  or  foreign  payroll,  withholding, income or other taxes, which are the Grantee’s sole and absolute responsibility, are withheld  or collected from the Grantee.           {00417967;1}                          2  





 






        (b)   In  accordance  with  the  terms  of  the  Plan,  and  such  rules  as  may  be  adopted  by  the  Committee administering the Plan, the Grantee may elect to satisfy tax withholding obligations arising  from the receipt of, or the lapse of restrictions relating to, the Shares by (i) delivering cash, check, bank  draft,  money  order  or  wire  transfer  payable  to  the  order  of  the  Company,  (ii)  having  the  Company  withhold  a  portion  of the  Shares  otherwise  to  be  delivered  having  a  Fair  Market  Value  equal  to  the  amount of such taxes, or (iii) delivering to the Company shares of Common Stock having a Fair Market  Value equal to the amount of such taxes. The Company will not deliver any fractional Share but will pay,  in lieu thereof, the Fair Market Value of such fractional Share. The Grantee’s election must be made on or  before  the  date  that  the  amount  of  tax  to  be  withheld  is  determined.  If  the  Grantee  does  not  make  an  election,  the  Company will  withhold  a  portion  of  the  Shares  otherwise  to  be  delivered  having  a  Fair  Market Value equal to the amount of such taxes.    Section 7.  Non-Solicitation.          (a)   Non-Solicitation  (Employees). The  Grantee  acknowledges  and  agrees  that  during  the  period of Grantee’s employment by the Company (or any Subsidiary), and for a period of one (1) year  after termination of Grantee’s Service Relationship for any reason, with or without Cause, Grantee shall  not directly or indirectly, either alone or in concert with others, solicit, entice, or encourage the hiring of  any employee of the Company (or any Subsidiary) unless such person was involuntarily terminated or  laid off by the Company (or any Subsidiary).                (b)   Non-Solicitation (Customers). During the Grantee’s employment with the Company and  for a  period  of  one  (1)  year  after  the  Grantee’s  date  of  termination,  the  Grantee shall  not,  directly  or  indirectly:  (i) contact  or  solicit,  or  direct  any  person,  firm,  corporation,  association  or  other  entity  to  contact  or solicit,  any  of  the  Company’s  customers  for  the  purpose  of  providing  any  products  and/or  services  that  are  the  same  as  or  similar  to  the  products  and  services  provided  by  the Company to  its  customers during the term of the Company’s employment; or (ii) divert or attempt to divert, for his direct  or indirect benefit, or for the benefit of any other person, firm, corporation, association or other entity, the  business of any customer of the Company; or (iii) influence or attempt to influence any customer of the  Company to  transfer  its  business  to  the  Grantee or  any  person,  firm,  corporation,  association  or  other  entity; or (iv) in any other manner knowingly interfere with, disrupt or attempt to disrupt the relationship  of  the Company with  any  of  its  customers,  and  in  each  of (i)  through  (iv)  if  such  activities  post- termination of employment involve the use of trade secrets or other confidential information, as defined in  Section 9, of the Company.  In addition, the Company will not disclose the identity of any such customers  to any person, firm, corporation, association, or other entity for any reason or purpose whatsoever.    Section 8. Nondisparagement.            The Grantee agrees  that  he/she will  not  disparage  the Company or  its  directors,  officers,  employees,  affiliates,  subsidiaries,  predecessors,  successors  or  assigns  in  any  written  or  oral  communications to any third party.  The Grantee further agrees that he/she will not direct anyone to make  any disparaging oral or written remarks to any third parties.    Section 9.  Confidentiality.          The  Grantee  agrees  to  keep  and  maintain  in  strict  confidence  all  confidential  and  proprietary  information  of  the  Company  (or  any  Subsidiary)  during  and  after  the  term  of  employment  by  the  Company, and to never directly or indirectly make known, divulge, reveal, furnish, make available, or use  any confidential information (except in the course of regular authorized duties on behalf of the Company  or  any  Subsidiary).  Grantee’s  obligations  of  confidentiality  hereunder  shall  survive  termination  of  employment regardless of any actual or alleged breach by the Company (or any Subsidiary) in connection  with such termination, until and unless any such confidential information shall have become, through no  fault of Grantee, generally known to the public or unless Grantee is required by law to make disclosure  (after  giving  the  Company  or  any  Subsidiary  notice  and  an  opportunity  to  contest  such  requirement).  Grantee’s obligations under this Section are in addition to and not in limitation or preemption of all other  {00417967;1}                          3  





 






  obligations  of  confidentiality  which  Grantee  has  to  the  Company  under  general  legal  or  equitable  principles. All documents and other property including or reflecting confidential information furnished to  Grantee by the Company or otherwise acquired or developed by the Company shall at all times be the  property of the Company (or any Subsidiary). Upon termination of employment, Grantee shall return to  the Company (or any Subsidiary) any such documents or other property (including copies, summaries, or  analyses  of  the  foregoing)  of  the  Company  (or  any  Subsidiary)  which  are  in  Grantee’s  possession,  custody, or control.    Section 10.  Definitions.          Terms not defined in this Agreement shall have the meanings given to them in the Plan.    Section 11.  Governing Law.          The internal law, and not the law of conflicts, of the State of California will govern all questions  concerning the validity, construction and effect of this Agreement.    Section 12.  Plan Provisions.          This  Agreement  is  made  under  and  subject to  the  provisions  of  the  Plan,  the  Employment  Agreement, and the Company’s Change in Control Severance Plan, as may be amended from time to time  (the  “Change  in  Control  Severance  Plan”), and  all  of  the  provisions  of  the  Plan,  the  Employment  Agreement, and the Change in Control Severance Plan, are also provisions of this Agreement. If there is a  difference  or  conflict  between  the  provisions  of  this  Agreement  and  the  provisions  of  the  Plan,  the  Employment Agreement, and the Change in Control Severance Plan, then the provisions of the Plan, the  Employment  Agreement,  and  the  Change  in  Control  Severance  Plan will  govern.   By  accepting  this  Restricted  Stock  Award,  the  Grantee  confirms  that  the  Grantee  has  received  a  copy  of  the  Plan,  the  Employment Agreement, and the Change in Control Severance Plan, and represents that the Grantee is  familiar  with  the  terms  and  provisions of the  Plan,  the  Employment  Agreement, and  the  Change  in  Control  Severance  Plan, and  hereby  accepts  this  Restricted  Stock  Award  subject  to  all  the  terms  and  provisions of the Plan, the Employment Agreement, and the Change in Control Severance Plan.          Section 13.  No Rights to Continue Service or Employment.          Nothing herein shall be construed as giving the Grantee the right to continue in the employ or to  provide services to the Company or any Affiliate, whether as an employee or as a consultant or otherwise,  or interfere with or restrict in any way the right of the Company or any Affiliate to discharge the Grantee,  whether as  an employee or consultant or otherwise, at any time,  with or without cause. Subject to the  terms of the Grantee’s Employment Agreement, the Company or any Affiliate may discharge the Grantee  free from any liability or claim under this Agreement.    Section 14.  Entire Agreement.          With  the  exception  of  the  Grantee’s  Employment  Agreement and  the  Change  in  Control  Severance Plan, this Agreement together with the Plan supersede any and all other prior understandings  and agreements, either oral or in writing, between the parties with respect to the subject matter hereof and  constitute the sole and only agreements between the parties with respect to said subject matter. All prior  negotiations and agreements between the parties with respect to the subject matter hereof are merged into  this  Agreement.  Each  party  to  this  Agreement  acknowledges  that  no  representations,  inducements,  promises or agreements, orally or otherwise, have been made by any party or by anyone acting on behalf  of any party, which are not embodied in this Agreement or the Plan and that any agreement, statement or  promise that is not contained in this Agreement or the Plan shall not be valid or binding or of any force or  effect.     {00417967;1}                          4  





 






  Section 15.  Modification.          No change or modification of this Agreement shall be valid or binding upon the parties unless the  change or modification is in writing and signed by the parties. Notwithstanding the preceding sentence,  the  Plan,  this  Agreement  and  the  Restricted  Stock  Award  may  be  amended,  altered,  suspended,  discontinued or terminated to the extent permitted by the Plan.    Section 16.  Shares Subject to Agreement.          The Shares shall be subject to the terms and conditions of this Agreement. Except as otherwise  provided in Section 5, no adjustment shall be made for dividends or other rights for which the record date  is prior to the issuance of the Shares. The Company shall not be required to deliver any Shares until the  requirements of any federal or state securities or other laws, rules or regulations (including the rules of  any securities exchange) as may be determined by the Committee to be applicable are satisfied.    Section 17.  Severability.          In the event that any provision that is contained in the Plan or this Agreement is or becomes or is  deemed  to  be  invalid, illegal  or  unenforceable  in  any  jurisdiction  or  would  disqualify  the  Plan  or  this  Agreement for any reason and under any law as deemed applicable by the Committee, the invalid, illegal  or unenforceable provision shall be construed or deemed amended to conform to applicable laws, or if it  cannot be so construed or deemed amended without, in the determination of the Committee, materially  altering the purpose or intent of the Plan or this Agreement, such provision shall be stricken as to such  jurisdiction  or  Shares, and  the  remainder  of  the  Plan  or this  Agreement  shall  remain  in full  force  and  effect.    Section 18.  Headings.          Headings are given to the sections and subsections of this Agreement solely as a convenience to  facilitate reference. Such headings shall not be deemed in any way material or relevant to the construction  or interpretation of this Agreement or any provision hereof.    Section 19.  Grantee’s Acknowledgments.          The  Grantee  hereby  agrees  to  accept  as  binding,  conclusive  and  final  all  decisions  or  interpretations  of  the  Committee  or  the  Board  of  Directors  of the  Company,  as  appropriate,  upon  any  questions  arising  under  the  Plan  or  this  Agreement.  Any  determination  in  this  connection  by the  Company, including the Board of Directors of the Company or the Committee, shall be final, binding and  conclusive. The obligations of the Company and the rights of the Grantee are subject to all applicable  laws, rules and regulations.    Section 20.  Parties Bound.          The  terms,  provisions  and  agreements  that  are  contained  in  this  Agreement  shall  apply  to,  be  binding upon, and inure to the benefit of the parties and their respective heirs, executors, administrators,  legal  representatives  and  permitted  successors  and  assigns,  subject  to  the  limitation  on  assignment  expressly set forth herein. This Agreement shall have no force or effect unless it is duly executed and  delivered by the Company.    Section 21.  Counterparts.          This Agreement may be executed in counterparts, each of which shall constitute an original, but  both of which when taken together shall constitute a single contract. Delivery of an executed counterpart  of a signature page of this Agreement by telecopy shall be effective as delivery of a manually executed  counterpart of this Agreement.  {00417967;1}                          5  





 






        IN WITNESS WHEREOF, each of the parties has executed this Agreement, in the case of the  Company by its duly authorized officer, effective as of the day and year first above written.     MOLINA HEALTHCARE, INC.            By:                                         [NAME]  Its:  [TITLE]        GRANTEE                                            [NAME]    {00417967;1}                          6