Form of Company's Restricted Stock Agrmnt and Agrmnt. Not to Compete or Solicit



 Exhibit 10(e) 
 HUMANA INC. 
 RESTRICTED STOCK AGREEMENT 
 AND AGREEMENT NOT TO COMPETE OR SOLICIT 
 UNDER THE AMENDED AND RESTATED 2003
STOCK INCENTIVE PLAN 
 THIS RESTRICTED STOCK AGREEMENT (“Agreement”) made as of
                         by and between HUMANA INC., a corporation duly organized and existing under the laws of the State
of Delaware (hereinafter referred to as the “Company”), and                        , an employee of the
Company (hereinafter referred to as “Grantee”). 
 WITNESSETH: 
 WHEREAS, the Amended and Restated 2003 Stock Incentive Plan (the “Plan”), for certain employees and non-employee Directors of the
Company and its subsidiaries was approved by the Company’s Board of Directors (the “Board”) and stockholders; and 
 WHEREAS, the Company desires to award to Grantee restricted shares of common stock of the Company in accordance with the Plan. 
 NOW, THEREFORE, in consideration of the award of restricted stock to Grantee, the premises and mutual covenants hereinafter set forth, and other good and valuable consideration, the Company and Grantee agree as follows: 

 

	I.	RESTRICTED STOCK GRANT 

 A. Purchase and Sale of Common Stock. Subject to the terms and conditions hereinafter set forth, and in accordance with the provisions of the Plan, the Company hereby grants to Grantee, and Grantee hereby accepts from the
Company                          Shares. The purchase price, if any, for the Shares shall be determined by the Committee, but
shall not be less than par value of $.16 2/3 per share.

 B. Restrictions on Non-Vested Shares. Until such time as the Shares purchased hereunder have become vested in
accordance with Section I.C. (Shares which are not vested are referred to herein as “Restricted Stock”), such Restricted Stock may not be sold, transferred, pledged, assigned or otherwise alienated or hypothecated. In addition, such
Restricted Stock shall be subject to forfeiture in accordance with the provisions of Section I.D. Except for the restrictions provided for in this Section I.B., Grantee shall have all of the rights of a stockholder with respect to Restricted Stock
including, but not limited to, the right to vote; provided that any cash or in-kind dividends paid with respect to Restricted Stock shall be withheld by the Company and shall be paid to Grantee, without interest, only when, and if, such Restricted
Stock shall become vested (“Dividends”). 
  

 - 1 - 








 C. Vesting of Shares. 
 1. None of the Restricted Stock shall vest until
                        , the third anniversary of the date hereof, at which time it shall vest in full.

 2. Notwithstanding the foregoing, upon (i) the death or Disability of Grantee, or (ii) a Change in Control, all restrictions
shall lapse and all Restricted Stock and Dividends shall thereafter be immediately transferable and non-forfeitable. 
 3. Upon the
Restricted Stock becoming vested, such Shares shall be free of all restrictions provided for in this Section I. 
 D. Forfeiture.
Upon the termination of Grantee’s employment with the Company prior to the time the Restricted Stock has vested pursuant to Section I.C., other than a termination in the event of Grantee’s Retirement, the Restricted Stock and Dividends
shall thereupon be forfeited immediately by Grantee. In the event of Grantee’s Retirement, any Restricted Stock with respect to which restrictions have not lapsed as of the date of Retirement shall continue to vest, in accordance with the
original schedule, as if the Grantee were continuing to provide services to the Company or a Subsidiary, as applicable; provided, however, that the Organization & Compensation Committee of the Company may determine, in its sole discretion,
that the restrictions on some or all of such Restricted Stock held by the Grantee as of the date of Retirement shall immediately lapse. 
 E. Retention of Stock Certificate. Notwithstanding that Grantee has been awarded the Restricted Stock on the date hereof, the Company has caused all Restricted Stock to be issued in book entry format or under a Certificate
representing the Restricted Stock prior to vesting. If a Certificate is issued, it shall bear the following legend: 
 “The Shares
represented by this certificate have been issued pursuant to the terms of the Humana Inc. Amended and Restated 2003 Stock Incentive Plan and may not be sold, assigned, transferred, discounted, exchanged, pledged or otherwise encumbered or disposed
of in any manner except as set forth in the terms of the agreement embodying the award of such Shares.” 
 Upon the vesting of the
Restricted Stock, Grantee shall have the right to receive a Certificate evidencing such vested stock, shall receive any Dividends and shall have the right to have the legend provided for above removed from the Certificate representing such vested
Shares. 
  

 - 2 - 








 F. Taxes. Federal, state and local income taxes and other amounts as may be required by law
to be collected by the Company in connection with the grant or vesting of an Award shall be paid by Grantee prior to the issuance of a Certificate representing the shares. 
  

	II.	AGREEMENT NOT TO COMPETE AND AGREEMENT NOT TO SOLICIT  

 A. Agreement Not To Compete. Grantee hereby covenants and agrees that for a period commencing on the date hereof and ending twelve (12) months after the effective date of Grantee’s termination
of employment with the Company, Grantee, directly or indirectly, personally, or as an employee, officer, director, partner, member, owner, material shareholder, investor or principal of, or consultant or independent contractor with, another entity,
shall not: 
 Participate in any business which competes with the Company, including, without limitation, health maintenance organizations,
insurance companies or prepaid health plan businesses, in which the Company has been actively engaged during any part of the two (2) year period immediately preceding the Grantee’s employment termination date (“Company
Business”), in any of the markets in which the Company is then currently doing business. 
 B. Agreement Not To Solicit.
Grantee hereby covenants and agrees that for a period commencing on the date hereof and ending twelve (12) months after the effective date of Grantee’s termination of employment with the Company, Grantee, directly or indirectly,
personally, or as an employee, officer, director, partner, member, owner, material shareholder, investor or principal of, or consultant or independent contractor with, another entity, shall not: 
 1. Interfere with the relationship of the Company and any of its employees, agents, representatives, consultants or advisors. 
 2. Divert, or attempt to cause the diversion from the Company, any Company Business, nor interfere with relationships of the Company with its
policyholders, agents, brokers, dealers, distributors, marketers, sources of supply or customers. 
 3. Solicit, recruit or otherwise induce
or influence any employee of the Company to accept employment in any business which competes with the Company Business, in any of the markets in which the Company is then currently doing business. 
 C. Effect of Termination of Employment. 
 1. In the event Grantee voluntarily resigns or is discharged by Company with Cause at any time prior to the vesting of the Restricted Stock, the prohibitions on Grantee set forth herein shall remain in full force and
effect. 
 2. In the event Grantee is discharged by Company other than with Cause prior 

  

 - 3 - 








 
to the vesting herein of the Restricted Stock, the prohibitions set forth in Section II.A. shall remain in full force and effect only if the Company, solely
at its option, pays to Grantee an amount at least equal to Grantee’s then current annual base salary, whether such amount is paid pursuant to this provision or pursuant to any other severance or separation plan or other plan or agreement
between Grantee and Company. 
 3. In the event Grantee is discharged by Company other than with Cause prior to vesting herein of the
Restricted Stock, the prohibitions set forth in Section II.B. above shall remain in full force and effect. 
 4. After the vesting of the
Restricted Stock, the prohibitions on Grantee set forth herein shall remain in full force and effect, except as otherwise provided in Section II.D. 
 D. Effect Of Change In Control. 
 1. In the event of a Change in Control, the prohibitions on Grantee set forth in
Section II.A. shall remain in full force and effect only if the acquirer or successor to the Company following the Change in Control shall, solely at its option, pay, within thirty (30) days following Grantee’s employment termination date
with the Company or its successor, to the Grantee an amount at least equal to Grantee’s then current annual base salary, plus Grantee’s maximum potential bonus pursuant to any bonus plan in which Grantee participated as of the date of the
Change in Control. Such sums shall be in addition to any other amounts paid or payable to Grantee with respect to other change in control agreements. 
 2. In the event of a Change in Control, the prohibitions on Grantee set forth in Section II.B. shall remain in full force and effect. 
 E. Governing Law. Notwithstanding any other provision herein to the contrary, the provisions of this Section II of the Agreement, shall be governed by, and construed in accordance with, the laws
of the Commonwealth of Kentucky without regard to its conflicts or choice of laws rules or principles that might otherwise refer construction or interpretation of this Section II to the substantive law of another jurisdiction. 
 F. Injunctive Relief; Invalidity of Any Provision. Grantee acknowledges that (1) his or her services to the Company are of a
special, unique and extraordinary character, (2) his or her position with the Company will place him or her in a position of confidence and trust with respect to the operations of the Company, (3) he or she will benefit from continued
employment with the Company, (4) the nature and periods of restrictions imposed by the covenants contained in this Sections II hereof are fair, reasonable and necessary to protect the Company, (5) the Company 

  

 - 4 - 








 
would sustain immediate and irreparable loss and damage if Grantee were to breach any of such covenants, and (6) the Company’s remedy at law for
such a breach will be inadequate. Accordingly, Grantee agrees and consents that the Company, in addition to the recovery of damages and all other remedies available to it, at law or in equity, shall be entitled to seek both preliminary and permanent
injunctions to prevent and/or halt a breach or threatened breach by Grantee of any covenant contained in Section II hereof. If any provision of this Section II is determined by a court of competent jurisdiction to be invalid in whole or in part, it
shall be deemed to have been amended, whether as to time, area covered or otherwise, as and to the extent required for its validity under applicable law, and as so amended, shall be enforceable. The parties further agree to execute all documents
necessary to evidence such amendment. 
  

	III.	MISCELLANEOUS PROVISIONS 

 A. Binding
Effect & Adjustment. This Agreement shall be binding and conclusive upon each successor and assign of the Company. Grantee’s obligations hereunder shall not be assignable to any other person or entity. It is the intent of the
parties to this Agreement that the benefits of any appreciation of the underlying Common Stock during the term of the Award shall be preserved in any event, including but not limited to a recapitalization, merger, consolidation, reorganization,
stock dividend, stock split, reverse stock split, spin-off or similar transaction, or other change in corporate structure affecting the Shares, as more fully described in Section 4.6 of the Plan. All obligations imposed upon Grantee and all
rights granted to Grantee and to the Company shall be binding upon Grantee’s heirs and legal representatives. 
 B.
Amendment. This Agreement may only be amended by a writing executed by each of the parties hereto. 
 C. Governing
Law. Except as to matters of federal law and as otherwise provided herein, this Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware without regard to its conflict of laws rules. This Agreement
shall also be governed by, and construed in accordance with, the terms of the Plan. 
 D. No Employment Agreement. Nothing
herein confers on the Grantee any rights with respect to the continuance of employment or other service with the Company, nor will it interfere with any right the Company would otherwise have to terminate or modify the terms of Grantee’s
employment or other service at any time. 
 E. Severability. If any provision of this Agreement is or becomes or is deemed
invalid, illegal or unenforceable in any relevant jurisdiction, or would disqualify this Award under any law 

  

 - 5 - 








 
deemed applicable by the Committee, such provision shall be construed or deemed amended to conform to applicable laws or if it cannot be construed or deemed
amended without, in the determination of the Committee, materially altering the intent of the Plan, it shall be stricken and the remainder of the Agreement shall remain in full force and effect. 
 F. Defined Terms. Any term used herein and not otherwise defined herein shall have the same meaning as in the Plan. Any conflict between
this Agreement and the Plan will be resolved in favor of the Plan. Any disputes or questions of right or obligation which shall result from or relate to any interpretation of this Agreement shall be determined by the Committee. Any such
determination shall be binding and conclusive upon Grantee and any person or persons claiming through Grantee as to any rights hereunder. 
 G. Execution. If Grantee shall fail to execute this Agreement, either manually with a paper document, or through the online grant agreement procedure with the Company’s designated broker–dealer, and, if manually
executed, return the executed original to the Secretary of the Company, the Award shall be null and void. The choice of form will be at the Company’s discretion. 
 IN WITNESS WHEREOF, Company has caused this Agreement to be executed on its behalf by its duly authorized officer, and Grantee has executed this Agreement, each as of the day first above written. 
  

									
		 		 		 	“Company”
			
	ATTEST:	 		 	HUMANA INC.
					
	BY:	 	  
	 		 	BY:	 	  

	[Name]	 		 		 	[Name]	 	
	[Title]	 		 		 	[Title]	 	
				
		 		 		 	“Grantee”
				
		 		 		 	  

		 		 		 	[Name]	 	

  

 - 6 -