EX-10.10






Exhibit 10.10




HEALTHSPRING, INC.

RESTRICTED SHARE AGREEMENT

(MSPP)




     THIS
RESTRICTED SHARE AGREEMENT (this “Agreement”) is made and entered into as of the ______ day
of ____________, 2009 (the “Grant Date”), between HealthSpring, Inc., a Delaware corporation (the
“Company”), and __________________, (the “Grantee”). Capitalized terms not otherwise defined herein
shall have the meaning ascribed to such terms in the HealthSpring, Inc. Amended and Restated 2008
Management Stock Purchase Plan (the “Plan”).



     WHEREAS, the Company has adopted the Plan, which allows Participants to receive restricted
shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”) in lieu of a
specified percentage of their Annual Bonus; and



     WHEREAS, pursuant to the Plan, the Grantee has elected to receive, in lieu of a portion of
Grantee’s Annual Bonus, the number of restricted shares as provided herein;



     NOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth and for other
good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto, intending to be legally bound hereby, agree as follows:



     1. Grant of Restricted Shares.



          (a) The
Company hereby grants to the Grantee an award (the “Award”) of ____________ shares
of Common Stock of the Company (the “Shares” or the “Restricted Shares”) on the terms and
conditions set forth in this Agreement and as otherwise provided in the Plan.




          (b) The Grantee’s rights with respect to the Award shall remain forfeitable at all times prior
to the dates on which the restrictions shall lapse in accordance with Sections 2 and
3 hereof.




     2. Restricted Period; Terms and Rights as a Stockholder.



          (a) Except as provided herein and subject to such other exceptions as may be determined by the
Committee in its discretion, the “Restricted Period” for one hundred percent (100%) of the
Restricted Shares granted herein shall expire on the second anniversary of the Grant Date if and
only if the Grantee has been continuously employed by the Company or any of its Subsidiaries from
the date of this Agreement through and including such date.




          (b) The Restricted Period shall automatically terminate as to all Restricted Shares awarded
hereunder (other than any Restricted Shares that have been previously forfeited) upon (i) the
termination of the Grantee’s employment from the Company or a Subsidiary which results from the
Grantee’s death or Disability or (ii) a Change in Control.




 









 








          (c) If, during the Restricted Period, the Grantee’s employment is terminated either (i) by the
Company or a Subsidiary for Cause, or (ii) by the Grantee for any reason other than Retirement, any
Restricted Shares as to which the applicable Restricted Period has not expired shall be forfeited,
and all rights of the Grantee to such Shares shall terminate, without further obligation on the
part of the Company except as provided herein;




          (d) If, during the Restricted Period, the Grantee’s employment is terminated either (i) by the
Company without Cause, or (ii) by the Grantee due to Retirement, any Restricted Shares as to which
the applicable Restricted Period has not expired shall be forfeited, and all rights of the Grantee
to such Shares shall terminate, without further obligation on the part of the Company except as
provided herein;




          (e) The Grantee shall have all rights of a stockholder with respect to the Restricted Shares,
including the right to receive dividends and the right to vote such Shares, subject to the
following restrictions:




               (i) the Grantee shall not be entitled to delivery of the stock certificate for any Shares
until the expiration of the Restricted Period as to such Shares;




               (ii) none of the Restricted Shares may be sold, assigned, transferred, pledged, hypothecated
or otherwise encumbered or disposed of during the Restricted Period as to such Shares; and



Any Shares, any other securities of the Company and any other property (except for cash dividends)
distributed with respect to the Restricted Shares shall be subject to the same restrictions, terms
and conditions as such Restricted Shares.




          (f) For purposes of this Agreement, “Change in Control” shall mean the “change in the
ownership or effective control of a corporation or a change in the ownership of a substantial
portion of the assets of a corporation” as set forth in Section 1.409A-3(i)(5) of the U.S. Treasury
Regulations, and “Disability” shall have the meaning set forth in Section 1.409A-3(i)(4) of the
U.S. Treasury Regulations.




     3. Termination of Restrictions; Payment of Cash.



          (a) Following the termination of the Restricted Period, all restrictions set forth in this
Agreement or in the Plan relating to the Restricted Shares shall lapse, and a stock certificate for
the appropriate number of Shares, free of the restrictions and restrictive stock legend to the
extent permitted by applicable law, shall, upon request, be delivered to the Grantee or the
Grantee’s beneficiary or estate, as the case may be, pursuant to the terms of this Agreement.




          (b) In the event Grantee forfeits Restricted Shares under the circumstances provided in
Section 2(c), Grantee shall have only an unfunded right to receive a cash payment from the
Company’s general assets equal to the lesser of (i) the Fair Market Value of such
Restricted Shares on the Grantee’s last day of employment or (ii) the aggregate Annual Bonus




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amounts foregone by the Grantee as a condition of receiving such Restricted Shares.




          (c) In the event Grantee forfeits Restricted Shares under the circumstances provided in
Section 2(d), Grantee shall have only an unfunded right to receive a cash payment from the
Company’s general assets equal to either (i) the Fair Market Value of such Restricted
Shares on the Grantee’s last day of employment or (ii) the aggregate Annual Bonus amounts foregone
by the Grantee as a condition of receiving such Restricted Shares, with the Committee to have the
sole discretion as to which of such amounts shall be payable.



Any payments to be made to a Grantee pursuant to Sections 3(b) or (c) hereof shall
be made by the Company within thirty days of Grantee’s termination of employment; provided, that in
the event the receipt of amounts payable pursuant to this Section 3 within six months of
the date of termination would cause Grantee to incur any additional tax under Section 409A of the
Code, then payment of such amounts shall be delayed until the date that is six months following
Grantee’s termination date.




     4. Delivery of Shares.



          (a) As of the date hereof, certificates representing the Restricted Shares shall be registered
in the name of the Grantee and held by the Company or transferred to a custodian appointed by the
Company for the account of the Grantee subject to the terms and conditions of the Plan and shall
remain in the custody of the Company or such custodian until their delivery to the Grantee or
Grantee’s beneficiary or estate as set forth in Sections 4(b) and (c) hereof or
their forfeiture as set forth in Section 2 hereof.




          (b) Certificates representing Restricted Shares in respect of which the Restricted Period has
lapsed pursuant to this Agreement shall be delivered to the Grantee upon request following the date
on which the restrictions on such Restricted Shares lapse.




          (c) Certificates representing Restricted Shares in respect of which the Restricted Period
lapsed upon the Grantee’s death shall be delivered to the executors or administrators of the
Grantee’s estate as soon as practicable following the receipt of proof of the Grantee’s death
satisfactory to the Company.




          (d) Each certificate representing Restricted Shares shall bear a legend in substantially the
following form or substance:





	 	 	THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, TRANSFERRED,
PLEDGED OR OTHERWISE DISPOSED OF WITHOUT REGISTRATION UNDER THE SECURITES ACT OF
1933 AND UNDER APPLICABLE BLUE SKY LAW OR UNLESS SUCH SALE, TRANSFER, PLEDGE OR
OTHER DISPOSITION IS EXEMPT FROM REGISTRATION THEREUNDER.
	 
	 	 	THIS CERTIFICATE AND THE SHARES OF STOCK REPRESENTED HEREBY ARE SUBJECT TO THE TERMS
AND CONDITIONS (INCLUDING




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	 	 	FORFEITURE AND RESTRICTIONS AGAINST TRANSFER) CONTAINED IN THE HEALTHSPRING, INC.
2008 MANAGEMENT STOCK PURCHASE PLAN (THE “PLAN”) AND THE RESTRICTED SHARE AGREEMENT
(THE “AGREEMENT”) BETWEEN THE OWNER OF THE RESTRICTED SHARES REPRESENTED HEREBY AND
HEALTHSPRING, INC. (THE “COMPANY”). THE RELEASE OF SUCH SHARES FROM SUCH TERMS AND
CONDITIONS SHALL BE MADE ONLY IN ACCORDANCE WITH THE PROVISIONS OF THE PLAN AND THE
AGREEMENT AND ALL OTHER APPLICABLE POLICIES AND PROCEDURES OF THE COMPANY, COPIES OF
WHICH ARE ON FILE AT THE COMPANY.





     5. Effect of Lapse of Restrictions. To the extent that the Restricted Period
applicable to any Restricted Shares shall have lapsed, the Grantee may receive, hold, sell or
otherwise dispose of such Shares free and clear of the restrictions imposed under the Plan and this
Agreement upon compliance with applicable legal requirements.



     6. No Right to Continued Employment. This Agreement shall not be construed as giving
Grantee the right to be retained in the employ of the Company or any Subsidiary or Affiliate, and,
subject to the terms of any other contractual arrangement between the Grantee and the Company, the
Company or any Subsidiary or Affiliate may at any time dismiss Grantee from employment, free from
any liability or any claim under the Plan.



     7. Adjustments. The Committee shall make equitable and proportionate adjustments in
the terms and conditions of, and the criteria included in, this Agreement in recognition of unusual
or nonrecurring events affecting the Company or the financial statements of the Company or of
changes in applicable laws, regulations, or accounting principals in accordance with the Plan.



     8. Amendment to Agreement. Subject to the restrictions contained in the Plan, the
Committee may waive any conditions or rights under, amend any terms of, or alter, suspend,
discontinue, cancel or terminate this Agreement, prospectively or retroactively; provided that any
such waiver, amendment, alteration, suspension, discontinuance, cancellation or termination that
would adversely affect the rights of the Grantee or any holder or beneficiary of the Agreement
shall not to that extent be effective without the consent of the Grantee, holder or beneficiary
affected.



     9. Withholding of Taxes. If the Grantee makes an election under Section 83(b) of the
Code with respect to the Restricted Shares, the grant made pursuant to this Agreement shall be
conditioned upon the prompt payment to the Company of any applicable withholding obligations or
withholding taxes by the Grantee (“Withholding Taxes”). Failure by the Grantee to pay such
Withholding Taxes will render this Agreement and the award granted hereunder null and void ab
initio and the Restricted Shares granted hereunder will be immediately cancelled. If the Grantee
does not make an election under Section 83(b) of the Code with respect to the Award, upon the lapse
of the Restricted Period with respect to any portion of Restricted Shares (or property distributed
with respect thereto), the Company shall satisfy the required



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Withholding Taxes as set forth by Internal Revenue Service guidelines for the employer’s
minimum statutory withholding with respect to Grantee and issue vested shares to the Grantee
without restriction. The Company may satisfy the required Withholding Taxes by withholding from
the Shares included in the award that number of whole shares necessary to satisfy such taxes as of
the date the restrictions lapse with respect to such Shares based on the Fair Market Value of the
Shares.




     10. Plan Governs. The Grantee hereby acknowledges receipt of a copy of the Plan and
agrees to be bound by all the terms and provisions thereof. The terms of this Agreement are
governed by the terms of the Plan, and in the case of any inconsistency between the terms of this
Agreement and the terms of the Plan, the terms of the Plan shall govern.



     11. Severability. If any provision of this Agreement is, or becomes, or is deemed to
be invalid, illegal, or unenforceable in any jurisdiction or as to any Person or the Award, or
would disqualify the Plan or Award under any laws deemed applicable by the Committee, such
provision shall be construed or deemed amended to conform to the 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 or the Award, such provision shall be stricken as to such jurisdiction,
Person or Award, and the remainder of the Plan and Agreement shall remain in full force and effect.



     12. Notices. All notices required to be given under this Agreement shall be deemed to
be received if delivered or mailed as provided for herein, to the parties at the following
addresses, or to such other address as either party may provide in writing from time to time.



	 	 	 
	To the Company:

	 	HealthSpring, Inc.

9009 Carothers Parkway

Suite 501

Franklin, Tennessee 37067

Attn: Corporate Secretary
	 
	 	 
	To the Grantee:

	 	The address then maintained with respect to the Grantee in the
Company’s records.






     13. Governing Law. The validity, construction and effect of this Agreement shall be
determined in accordance with the laws of the State of Delaware without giving effect to conflicts
of laws principles.



     14. Successors in Interest. This Agreement shall inure to the benefit of and be
binding upon any successor to the Company. This Agreement shall inure to the benefit of the
Grantee’s legal representatives. All obligations imposed upon the Grantee and all rights granted
to the Company under this Agreement shall be binding upon the Grantee’s heirs, executors,
administrators and successors.



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     15. Resolution of Disputes. Any dispute or disagreement which may arise under, or as
a result of, or in any way related to, the interpretation, construction or application of this
Agreement shall be determined by the Committee. Any determination made hereunder shall be final,
binding and conclusive on the Grantee and the Company for all purposes.





     IN WITNESS WHEREOF, the parties have caused this Restricted Share Agreement to be duly
executed effective as of the day and year first above written.



	 	 	 	 	 
	 

	 	HEALTHSPRING, INC.
	 
	 	 	 	 
	 

	 	By:	 	 
	 	 	 	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	 

	 	GRANTEE:
	 
	 	 	 	 
	 
	 	 	 	 
	 	 	 







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