a2019equityincentiveplan






                               MOLINA HEALTHCARE, INC.                                2019 EQUITY INCENTIVE PLAN                        PERFORMANCE STOCK UNIT AWARD AGREEMENT             THIS PERFORMANCE STOCK UNIT AWARD AGREEMENT (this “Agreement”) dated [DATE], by  and between MOLINA HEALTHCARE, INC., a Delaware corporation (the “Corporation”), and [NAME] (the  “Participant”), evidences the award of Performance Units (the “Award”) granted by the Corporation to the  Participant as to the number of Performance Units first set forth below.                                                                                                      Total Number of Performance Units:1 [NUMBER OF UNITS]                    Award Date: [GRANT DATE]  Performance Period for the Award: [PERFORMANCE PERIOD]                                                     Vesting1, 2 The Award shall vest and become nonforfeitable as provided in Section 2 of the attached Terms and  Conditions of Performance Unit Award (the “Terms”).                                                                                                             The Award is granted under the MOLINA HEALTHCARE, INC. 2019 EQUITY INCENTIVE PLAN (the  “Plan”), by and between the Corporation and the Participant, and is subject to the Terms attached to this Agreement  (incorporated herein by this reference) and to the Plan. The Award has been granted to the Participant in addition to,  and not in lieu of, any other form of compensation otherwise payable or to be paid to the Participant. Capitalized  terms are defined in the Plan if not defined herein. The parties agree to the terms of the Award set forth herein. The  Participant acknowledges receipt of a copy of the Terms, the Plan, and the Prospectus for the Plan.              The Participant acknowledges and agrees that the Corporation may deliver, by electronic mail, the use of the  Internet, including through the website of the agent appointed by the Committee to administer the Plan, the  Corporation intranet web pages or otherwise, any information concerning the Corporation, this Award, the Plan, and  any information required by the Securities Act of 1933, as amended, and the rules and regulations promulgated  thereunder.      PARTICIPANT                                     MOLINA HEALTHCARE, INC.                                                    a Delaware corporation                                                                                                            By:      [NAME]                                                  [NAME]/[TITLE]                                                                                                                                                         1 Subject to adjustment under Section 4.2 of the Plan.  2 Subject to early termination under Section 10.7 of the Plan.                                                       





 






                  TERMS AND CONDITIONS OF PERFORMANCE UNIT AWARD     1.     Performance Units.            Each Performance Unit constitutes an unfunded and unsecured promise of the Corporation to deliver up to  two shares of the Corporation’s common stock to the Participant (subject to adjustment as provided in Section 4.2 of  the Plan) pursuant to the terms of this Agreement, subject to the vesting provisions in Exhibit A. The Performance  Units shall be used solely as a device for the determination of the payment to eventually be made to the Participant if  such Performance Units vest pursuant to Section 2. The Performance Units shall not be treated as property or as a  trust fund of any kind.   2.     Vesting.          Subject to Section 7, the Award shall vest and become nonforfeitable at the vesting percentage levels set  forth in Exhibit A, based on the achievement of the Performance Goals established by the Committee and set forth  on Exhibit A attached hereto for the Performance Period. In the event that the performance condition with respect to  the Award is achieved, the Award shall become unconditionally due. Subject to Section 7, any Performance Units  subject to the Award that do not vest in accordance with Exhibit A shall terminate as of the last day of the  Performance Period.   3.     Continuance of Service.          Except as otherwise expressly provided in Section 7 below, the vesting schedule requires continued Service  through each applicable vesting date as a condition to the vesting of the Award and the rights and benefits under this  Agreement; and Service for only a portion of any vesting period, even if a substantial portion, will not entitle the  Participant to any proportionate vesting or avoid or mitigate a termination of rights and benefits upon or following a  termination of Participant’s Service as provided in Section 7 below or under the Plan for such vesting period (or for  any later vesting period).             Nothing contained in this Agreement or the Plan constitutes an employment or service commitment by the  Corporation, affects the contractual obligations pursuant to any employment or service commitment agreement if  Participant is party to such agreement, or in the absence of such agreement affects Participant’s status as an  employee at will who is subject to termination without cause, confers upon the Participant any right to remain  employed by or in service to the Corporation or any Subsidiary Corporation, interferes in any way with the right of  the Corporation or any Subsidiary Corporation at any time to terminate Participant’s Service, or affects the right of  the Corporation or any Subsidiary Corporation to increase or decrease the Participant’s other compensation or  benefits. Nothing in this paragraph, however, is intended to adversely affect any independent contractual right of the  Participant without his consent thereto.   4.     Limitations on Rights Associated with Performance Units.          The Participant shall have no rights as a stockholder of the Corporation, no dividend rights and no voting  rights with respect to the Performance Units and any shares of Common Stock underlying or issuable in respect of  such Performance Units until such shares of Common Stock are actually issued to and held of record by the  Participant. No adjustments will be made for dividends or other rights of a holder for which the record date is prior  to the date of issuance of the stock certificate.   5.     Restrictions on Transfer.           Unless otherwise determined by the Committee, neither the Award, nor any interest therein may be sold,  assigned, transferred, pledged or otherwise disposed of, alienated or encumbered, either voluntarily or involuntarily.  The transfer restrictions in the preceding sentence shall not apply to (a) transfers to the Corporation, or (b) transfers  by will or the laws of descent and distribution.   6.     Conversion of Performance Units; Issuance of Common Stock.          On or as soon as administratively practicable following the last day of the Performance Period, and in any  event, no later than March 15 of the year following the year in which the vesting event occurs (which payment  schedule is intended to comply with the “short-term deferral” exemption from the application of Section 409A of the  Code), unless such payment is deferred in accordance with the terms and conditions of the Corporation’s non- qualified compensation deferral plans, the Corporation shall deliver to the Participant the respective number of                                                   2    





 






shares of Common Stock (either by delivering one or more certificates for such shares or by entering such shares in  book entry form, as determined by the Corporation in its discretion) for the Performance Units (if any) that vest in  accordance with Section 2, unless such Performance Units terminate prior to the given vesting date pursuant to  Section 7. The Corporation’s obligation to deliver shares of Common Stock with respect to any vested Performance  Units is subject to the condition precedent that the Participant or other person entitled under the Plan to receive any  shares with respect to the vested Performance Units deliver to the Corporation any representations or other  documents or assurances required pursuant to Section 14 of the Plan. The Participant shall have no further rights  with respect to any Performance Units that are paid or that are terminated pursuant to Section 7.    7.     Effect of Termination of Employment.           If the Participant’s Service ceases for any reason (the last day that the Participant’s Service is referred to as  the Participant’s “Severance Date”), the Participant’s Performance Units, to the extent unvested on the Severance  Date, shall terminate and be forfeited as of the Severance Date. If any unvested Performance Units are terminated  hereunder, such Performance Units shall automatically terminate and be cancelled as of the applicable termination  date without payment of any consideration by the Corporation and without any other action by the Participant, or the  Participant’s beneficiary or personal representative, as the case may be.    8.     Adjustments Upon Specified Events.          The Committee may accelerate payment and vesting of the Performance Units in such circumstances as it,  in its sole discretion, may determine. In addition, upon the occurrence of certain events relating to the Corporation’s  stock contemplated by Section 4.2 of the Plan (including, without limitation, an extraordinary cash dividend on such  stock), the Committee shall make adjustments in the number of Performance Units then outstanding and the number  and kind of securities that may be issued in respect of the Award. No such adjustment shall be made with respect to  any ordinary cash dividend paid on the Common Stock. Furthermore, the Committee shall adjust the performance  measures and performance goals referenced in Exhibit A hereof to the extent (if any) it determines that the  adjustment is necessary or advisable to preserve the intended incentives and benefits to reflect (1) any material  change in corporate capitalization, any material corporate transaction (such as a reorganization, combination,  separation, merger, acquisition, or any combination of the foregoing), or any complete or partial liquidation of the  Corporation, (2) any change in accounting policies or practices, (3) the effects of any special charges to the  Corporation’s earnings, or (4) any other similar special circumstances.   9.     Tax Withholding.          Subject to Section 16 of the Plan and such rules and procedures as the Committee may impose, upon any  distribution of shares of Common Stock in respect of the Award, the Corporation shall automatically reduce the  number of shares to be delivered by (or otherwise reacquire) the appropriate number of whole shares, valued at their  then Fair Market Value, to satisfy any withholding obligations of the Corporation or its Subsidiary Corporations  with respect to such distribution of shares at the minimum applicable withholding rates; provided, however, that the  foregoing provision shall not apply in the event that the Participant has, subject to the approval of the Committee,  made other provision in advance of the date of such distribution for the satisfaction of such withholding obligations.  In the event that the Corporation cannot legally satisfy such withholding obligations by such reduction of shares, or  in the event of a cash payment or any other withholding event in respect of the Award, the Corporation (or a  Subsidiary Corporation) shall be entitled to require a cash payment by or on behalf of the Participant and/or to  deduct from other compensation payable to the Participant any sums required by federal, state or local tax law to be  withheld with respect to such distribution or payment.   10.    Non-Solicitation.         10.1    Non-Solicitation (Employees). The Participant acknowledges and agrees that during the period of  Participant’s employment by the Corporation (or any subsidiary), and for a period of one (1) year after termination  of Participant’s Service Relationship for any reason, with or without Cause, Participant shall not directly or  indirectly, either alone or in concert with others, solicit, entice, or encourage the hiring of any employee of the  Corporation (or any Subsidiary) unless such person was involuntarily terminated or laid off by the Corporation (or  any subsidiary).                                                    3    





 






       10.2    Non-Solicitation (Customers). During the Participant’s employment with the Corporation and for  a period of one (1) year after the Participant’s date of termination, the Participant 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 Corporation’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 Corporation to its customers during the term of the Corporation’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 Corporation; or  (iii) influence or attempt to influence any customer of the Corporation to transfer its business to the Participant 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 Corporation 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 12, of the Corporation].  In addition, the Corporation will not disclose the identity  of any such customers to any person, firm, corporation, association, or other entity for any reason or purpose  whatsoever.  11.    Nondisparagement.           The Participant agrees that he/she will not disparage the Corporation or its directors, officers, employees,  affiliates, subsidiaries, predecessors, successors or assigns in any written or oral communications to any third party.   The Participant further agrees that he/she will not direct anyone to make any disparaging oral or written remarks to  any third parties.  12.    Confidentiality.         The Participant agrees to keep and maintain in strict confidence all confidential and proprietary information  of the Corporation (or any subsidiary) during and after the term of employment by the Corporation, 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 Corporation or any subsidiary). Participant’s  obligations of confidentiality hereunder shall survive termination of employment regardless of any actual or alleged  breach by the Corporation (or any subsidiary) in connection with such termination, until and unless any such  confidential information shall have become, through no fault of Participant, generally known to the public or unless  Participant is required by law to make disclosure (after giving the Corporation or any subsidiary notice and an  opportunity to contest such requirement). Participant’s obligations under this Section are in addition to and not in  limitation or preemption of all other obligations of confidentiality which Participant has to the Corporation under  general legal or equitable principles. All documents and other property including or reflecting confidential  information furnished to Participant by the Corporation or otherwise acquired or developed by the Corporation shall  at all times be the property of the Corporation (or any subsidiary). Upon termination of employment, Participant  shall return to the Corporation (or any subsidiary) any such documents or other property (including copies,  summaries, or analyses of the foregoing) of the Corporation (or any subsidiary) which are in Participant’s  possession, custody, or control.  13.    [NON-CALIFORNIA EMPLOYEE ONLY] [Non-Competition.           During  the Participant’s  employment  with  the  Corporation and  for  a  period  of  one  (1)  year  after  the  Participant’s  date  of  termination,  the Participant shall  not,  recognizing  the  national  scope  of  the  Corporation’s  business, directly or indirectly, engage, or participate in or in any way render services or assistance to (including,  without  limitation,  as  an  officer, director,  employee,  consultant,  agent,  lender  or  equityholder)  any  business  that  competes, directly or indirectly, with any product or service of the Corporation or any of its subsidiaries or affiliates  within the United States of America.]  14.    Notices.             Any notice to be given under the terms of this Agreement shall be in writing and addressed to the  Corporation at its principal office to the attention of the Secretary, and to the Participant at the Participant’s last  address reflected on the Corporation’s records, or at such other address as either party may hereafter designate in  writing to the other. Any such notice shall be given only when received, but if the Participant is no longer an  employee of the Corporation, shall be deemed to have been duly given by the Corporation when enclosed in a  properly sealed envelope addressed as aforesaid, registered or certified, and deposited (postage and registry or                                                   4    





 






certification fee prepaid) in a post office or branch post office regularly maintained by the United States  Government.   15.    Plan.             The Award and all rights of the Participant under this Agreement are subject to, and the Participant agrees  to be bound by, all of the terms and conditions of the provisions of the Plan, which are incorporated herein by  reference. In the event of a conflict or inconsistency between the terms and conditions of this Agreement and those  of the Plan, the terms and conditions of the Plan shall govern. The Participant acknowledges having read and  understood the Plan, the Prospectus for the Plan, and this Agreement. Unless otherwise expressly provided in other  sections of this Agreement, provisions of the Plan that confer discretionary authority on the Committee do not (and  shall not be deemed to) create any rights in the Participant unless such rights are expressly set forth herein or are  otherwise in the sole discretion of the Committee so conferred by appropriate action of the Committee under the  Plan after the date hereof.   16.    Construction; Section 409A.             It is intended that the terms of the Award will not result in the imposition of any tax liability pursuant to  Section 409A of the Code. This Agreement shall be construed and interpreted consistent with that intent.  Notwithstanding any provision of this Agreement to the contrary, if the Participant is a “specified employee” as  defined in Code Section 409A and, as a result of that status, any portion of the payments under this Agreement  would otherwise be subject to taxation pursuant to Code Section 409A, the Participant shall not be entitled to any  payments upon a termination of his Service until the earlier of (i) the date which is six (6) months after his  termination of Service for any reason other than death, or (ii) the date of the Participant’s death; provided the first  such payment thereafter shall include all amounts that would have been paid earlier but for such six (6) month delay.  The Corporation and the Participant agree to act reasonably and to cooperate to amend or modify this Agreement to  the extent reasonably necessary to avoid the imposition of the tax under Code Section 409A.   17.    Entire Agreement; Applicability of Other Agreements.             This Agreement and the Plan, together constitute the entire agreement and supersede all prior  understandings and agreements, written or oral, of the parties hereto with respect to the subject matter hereof. The  Plan and this Agreement may be amended pursuant to Section 17 of the Plan. Such amendment must be in writing  and signed by the Corporation. The Corporation may, however, unilaterally waive any provision hereof in writing to  the extent such waiver does not adversely affect the interests of the Participant hereunder, but no such waiver shall  operate as or be construed to be a subsequent waiver of the same provision or a waiver of any other provision  hereof. Notwithstanding the foregoing, if the Participant is subject to a written employment, change in control or  similar agreement with the Corporation that is in effect as of the Participant’s Severance Date and the Participant  would be entitled under the express provisions of such agreement to greater rights with respect to accelerated vesting  of the Award in connection with the termination of the Participant’s employment in the circumstances, the  provisions of such agreement shall control with respect to such vesting rights, and the corresponding provisions of  this Agreement shall not apply.    18.    Limitation on Participant’s Rights.             Participation in this Plan confers no rights or interests other than as herein provided. This Agreement  creates only a contractual obligation on the part of the Corporation as to amounts payable and shall not be construed  as creating a trust. Neither the Plan nor any underlying program, in and of itself, has any assets. The Participant shall  have only the rights of a general unsecured creditor of the Corporation (or applicable Subsidiary Corporation) with  respect to amounts credited and benefits payable in cash, if any, with respect to the Performance Units, and rights no  greater than the right to receive the Common Stock (or equivalent value) as a general unsecured creditor with  respect to Performance Units, as and when payable thereunder.   19.    Forfeiture and Corporation’s Right to Recover Fair Market Value of Shares Received Pursuant to         Performance Units.             If, at any time, the Board or the Committee, as the case may be, in its sole discretion determines that any  action or omission by Participant constituted (a) wrongdoing that contributed to (i) any material misstatement in or  omission from any report or statement filed by the Corporation with the U.S. Securities and Exchange Commission                                                   5    





 






or (ii) a statement, certification, cost report, claim for payment, or other filing made under Medicare or Medicaid  that was false, fraudulent, or for an item or service not provided as claimed, (b) intentional or gross misconduct, (c)  a breach of a fiduciary duty to the Corporation or a Subsidiary Corporation, (d) fraud or (e) non-compliance with the  Corporation’s Code of Business Conduct and Ethics, policies or procedures to the material detriment of the  Corporation, then in each such case, commencing with the first fiscal year of the Corporation during which such  action or omission occurred, Participant shall forfeit (without any payment therefore) up to 100% of any  Performance Units that have not been vested or settled and shall repay to the Corporation, upon notice to Participant  by the Corporation, up to 100% of the Fair Market Value of the shares of Common Stock at the time such shares  were delivered to the Participant pursuant to the Performance Units during and after such fiscal year.  The Board or  the Committee, as the case may be, shall determine in its sole discretion the date of occurrence of such action or  omission, the percentage of the Performance Units that shall be forfeited and the percentage of the Fair Market  Value of the shares of Common Stock delivered pursuant to the Performance Units that must be repaid to the  Corporation.  20.    Counterparts.                   This Agreement may be executed simultaneously in any number of counterparts, each of which shall be  deemed an original but all of which together shall constitute one and the same instrument.   21.    Section Headings.             The section headings of this Agreement are for convenience of reference only and shall not be deemed to  alter or affect any provision hereof.   22.     Governing Law.           This Agreement shall be governed by and construed and enforced in accordance with the laws of the State  of [Delaware]/[California] without regard to conflict of law principles thereunder.                                                                                                                                                        6    





 






       EXHIBIT A                PERFORMANCE GOALS                                                                        7