Exhibit 10.90


 


Prospect Medical Holdings, Inc.


2008 Omnibus Equity
Incentive Plan


 


Restricted Stock Award Agreement


 


General Terms and Conditions


 


WHEREAS,
the Company has adopted the Plan (as defined below), the terms of which are
hereby incorporated by reference and made a part of this Agreement; and


 


WHEREAS,
the Committee has determined that it would be in the best interests of the
Company and its stockholders to grant the Shares of Restricted Stock provided
for herein to the Participant pursuant to the Plan and the terms set forth
herein.


 


NOW,
THEREFORE, in consideration of the mutual covenants hereinafter set forth, the
parties agree as follows:


 


1.             Definitions. Whenever the
following terms are used in this Agreement, they shall have the meanings set forth
below.  Capitalized terms not otherwise
defined herein shall have the same meanings as in the Plan.


 


(a)           “Cause” includes (and is not limited to) dishonesty with
respect to the Company or any Affiliate, insubordination, substantial
malfeasance or non-feasance of duty, unauthorized disclosure of confidential
information, and conduct substantially prejudicial to the business of the
Company or any Subsidiary.  The
determination of the Committee as to the existence of “Cause” will be
conclusive on the Participant and the Company.


 


(b)           “Disability” means, “Disability” as defined in an employment
agreement between the Company or any of its Affiliates and the Participant or,
if not defined therein or if there shall be no such agreement, “disability” of
the Participant shall have the meaning ascribed to such term in the Plan.


 


(c)           “Good Reason” means (i) a breach by the Company or any
Subsidiary of any employment or consulting agreement to which the Participant
is a party and (ii) following a Change in Control, (x) the failure of
the Company to pay or cause to be paid the Participant’s base salary or annual
bonus when due or (y) any substantial and sustained diminution in the
Participant’s authority or responsibilities materially inconsistent with the
Participant’s position; provided that either of the events described in clauses
(x) and (y) will constitute Good Reason only if the Company fails to
cure such event within 30 days after receipt from the Participant of written
notice of the event which constitutes Good Reason; provided, further, that “Good
Reason” will cease to exist for an event on the sixtieth (60th) day following
the later of its occurrence or the Participant’s knowledge thereof, unless the
Participant has given the Company written notice of his or her termination of
employment for Good Reason prior to such date.


 


(d)           “Plan” means the Prospect Medical Holdings, Inc. 2008
Omnibus Equity Incentive Plan, as the same may be amended, supplemented or
modified from time to time.


 


(e)           “Restriction Period” means the period set forth in the Notice
(as defined below).


 


(f)            “Vesting Date” means each vesting date set forth in the
Notice.


 


 

















 


2.             Grant of Shares. The Company
hereby grants to the Participant (the “Award”), on the
terms and conditions hereinafter set forth, the number of Shares (the “Restricted Shares”) set forth on the Notice of Grant of
Restricted Stock (the “Notice”).


 


3.             Restricted Shares. The
Restricted Shares may be represented by a Share certificate, or other evidence
of ownership (a “stock certificate”), registered in
the name of the Participant and will constitute issued and outstanding Shares
for all corporate purposes.  Prior to
Vesting, each stock certificate that is issued shall bear a restrictive legend
in substantially the form as follows:


 


“The shares represented by
this certificate are subject to the restrictions, terms and conditions
(including forfeiture and restrictions against transfer) contained in the Plan
and the Agreement) between the registered holder hereof and Prospect Medical
Holdings, Inc.  Copies of the Plan
and Agreement are on file in the Office of the Secretary of Prospect Medical
Holdings, Inc.”


 


4.             Restriction Period; Rights
of Participant; Custody of Stock Certificates; and Retained Distributions. Until the end of the
Restriction Period with respect to each portion of the Award, the Participant:


 


(a)           will not have the right to vote the Restricted Shares
registered in his or her name unless such voting rights are required by
applicable law; and


 


(b)           will not be entitled to take possession of the stock
certificate(s) representing the Restricted Shares covered by that portion
of the Award; and


 


(c)           may not sell, transfer, encumber or otherwise dispose of
the Restricted Shares covered by that portion of the Award; and


 


(d)           will not receive distributions made or declared with
respect to the Restricted Shares covered by that portion of the Award which the
Board or the Committee shall in its sole discretion designate as retained
distributions (“Retained Distributions”) if such
distributions are required by law. 
Retained Distributions will not bear interest or be segregated in a
separate account and will be subject to the same restrictions as the Restricted
Shares to which they relate.


 


During
the Restriction Period with respect to each portion of the Award, the
Participant will generally be entitled to exercise all other rights, powers and
privileges of a holder of a Share, not otherwise limited, restricted or
eliminated by this paragraph 4.


 


5.             Vesting and Delivery of Vested Securities.
Subject to the terms and provisions of the Plan and this Agreement (and any
Performance Vesting Terms set forth in Attachment A hereto), on each
Vesting Date with respect to the Award, all of the Restricted Shares and the
Retained Distributions, if any, covered by the portion of the Award related to
such Vesting Date shall become unconditionally vested. Except as otherwise
provided in paragraph 7, the vesting of such Restricted Shares, and any
Retained Distributions relating thereto shall occur only if the Performance
Vesting Terms have been met.


 


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Reasonably promptly after Restricted Shares and
Retained Distributions vest, the Company will issue and deliver to the
Participant new Share certificates or other evidence of ownership of the vested
securities, registered in the name of the Participant or, if deceased, his or
her legatees, personal representatives or distributees without the legend set
forth in paragraph 3 of this Agreement.


 


6.             Power of Attorney. The
Company, its successors and assigns, is hereby appointed the attorney-in-fact,
with full power of substitution, of the Participant for the sole purpose of
carrying out the provisions of this Agreement and taking any action and
executing any instruments which such attorney-in-fact may deem necessary or
advisable to accomplish the purposes hereof, which appointment as
attorney-in-fact is irrevocable and coupled with an interest.  The Company as attorney-in-fact for the
Participant may in the name and stead of the Participant, make and execute all
conveyances, assignments and transfers (including to the Company) of the
Restricted Shares and Retained Distributions relating thereto held by the
Company during the Restriction Period and the Participant hereby ratifies and
confirms all that the Company, as said attorney-in-fact, shall do by virtue
hereof, provided that the foregoing shall be solely for the purpose of carrying
out the provisions of this Agreement. 
Nevertheless, the Participant shall, if so requested by the Company,
execute and deliver to the Company all such instruments as may, in the
reasonable judgment of the Company, be advisable for the purpose.


 


7.             Acceleration of Vesting Date.
In the event a Change in Control, subject to paragraph 8, has occurred, the Committee, in its discretion, may
elect to accelerate the vesting of any or all unvested Awards as of the date of
such Change in Control.


 


8.             Limitation on Acceleration.
Notwithstanding any provision to the contrary in the Plan or this Agreement, if
the Payment (as hereinafter defined) due to the Participant hereunder as a
result of the acceleration of vesting of the Restricted Shares pursuant to
paragraph 7 of this Agreement, either alone or together with all other Payments
received or to be received by the Participant from the Company or any of its
Affiliates (collectively, the “Aggregate Payments”),
or any portion thereof, would be subject to the excise tax imposed by Section 4999
of the Code (or any successor thereto), the following provisions shall apply:


 


(a)           If
the net amount that would be retained by the Participant after all taxes on the
Aggregate Payments are paid would be greater than the net amount that would be
retained by the Participant after all taxes are paid if the Aggregate Payments
were limited to the largest amount that would result in no portion of the
Aggregate Payments being subject to such excise tax, the Participant shall be
entitled to receive the Aggregate Payments.


 


(b)           If, however, the net amount that would be retained by the
Participant after all taxes were paid would be greater if the Aggregate
Payments were limited to the largest amount that would result in no portion of
the Aggregate Payments being subject to such excise tax, the Aggregate Payments
to which the Participant is entitled shall be reduced to such largest amount.


 


The term “Payment” shall
mean any transfer of property within the meaning of Section 280G of the
Code.


 


The determination of whether any reduction of
Aggregate Payments is required and the timing and method of any such required
reduction in Payments under this Agreement or 


 


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in any such other Payments
otherwise payable by the Company or any of its Affiliates consistent with any
such required reduction, shall be made by the Participant, including whether
any portion of such reduction shall be applied against any cash or any shares
of stock of the Company or any other securities or property to which the
Participant would otherwise have been entitled under this Agreement or under
any such other Payments, and whether to waive the right to the acceleration of
the Payment due under this Agreement or any portion thereof or under any such
other Payments or portions thereof, and all such determinations shall be
conclusive and binding on the Company and its Affiliates.  To the extent that Payments hereunder or any
such other Payments are not paid as a consequence of the limitation contained
in this paragraph 8, then the Restricted Shares and Retained Distributions
related thereto (to the extent not so accelerated) and such other Payments (to
the extent not vested) shall be deemed to remain outstanding and shall be
subject to the provisions hereof and of the Plan as if no acceleration or
vesting had occurred.  Under such
circumstances, if the Participant terminates Employment for Good Reason or is
terminated by the Company or any of its Affiliates without Cause, the
Restricted Shares and Retained Distributions related thereto (to the extent
that they have not already become vested) shall become immediately vested in
their entirety upon such termination subject to the provisions relating to Section 4999
of the Code set forth herein.


 


The Company shall promptly pay, upon demand by the
Participant, all legal fees, court costs, fees of experts and other costs and
expenses which the Participant incurred in any actual, threatened or
contemplated contest of the Participant’s interpretation of, or determination
under, the provisions of this paragraph 8.


 


9.           Changes in Capitalization and Government and Other
Regulations. The Award shall be subject to all of the terms and provisions
as provided in this Agreement and in the Plan, which are incorporated by
reference herein and made a part hereof, including, without limitation, the
provisions of Section 10 of the Plan (generally relating to adjustments to
the number of Shares subject to the Award, upon certain changes in
capitalization and certain reorganizations and other transactions).


 


10.         Forfeiture.
The Company and the Participant agree that a breach of any of the foregoing
restrictions or a breach of any of the other restrictions, terms and conditions
of the Plan or this Agreement, with respect to any of the Restricted Shares or
any Retained Distributions relating thereto, except as waived by the Board or
the Committee, will cause a forfeiture of such Restricted Shares and any
Retained Distributions relating thereto.


 


11.         Notices. Any notice which either party hereto may be
required or permitted to give the other shall be in writing and may be
delivered personally or by mail, postage prepaid, addressed to the Company in
care of its Corporate Secretary at the principal executive office of the
Company, with a copy to the Director, Human Resources, at the principal executive
office of the Company, and to the Participant at his or her address, as it is
shown on the records of the Company or its Affiliate, or in either case to such
other address as the Company or the Participant, as the case may be, by notice
to the other may designate in writing from time to time.


 


12.         Interpretation and Amendments. The Committee has
plenary authority to interpret this Agreement and the Plan, to prescribe, amend
and rescind rules relating thereto and to make all other determinations in
connection with the administration of the Plan. 
The Committee may from time to time modify or amend this Agreement in
accordance with the provisions of the 


 


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Plan, provided that no such amendment shall adversely affect the rights
of the Participant under this Agreement without his or her consent.


 


13.           Successors and Assigns.  This Agreement shall be binding upon and
inure to the benefit of the Company and its successors and assigns, and shall
be binding upon and inure to the benefit of the Participant and his or her
legatees, distributees and personal representatives.


 


14.           Copy of the Plan. By entering
into the Agreement, the Participant agrees and acknowledges that he or she has
received and read a copy of the Plan.


 


15.           Governing Law. The Agreement
shall be governed by, and construed in accordance with, the laws of the State
of Delaware without regard to any choice of law rules thereof which might
apply the laws of any other jurisdiction.


 


16.           Waiver of Jury Trial. To the
extent not prohibited by applicable law which cannot be waived, each party
hereto hereby waives, and covenants that it will not assert (whether as
plaintiff, defendant or otherwise), any right to trial by jury in any forum in
respect of any suit, action, or other proceeding arising out of or based upon
this Agreement.


 


17.           Submission to Jurisdiction; Service
of Process. Each of the parties hereto hereby irrevocably submits to the
jurisdiction of the state courts of the State of Delaware and the jurisdiction
of the United States District Court for the District of Delaware for the
purposes of any suit, action or other proceeding arising out of or based upon
this Agreement.  Each of the parties
hereto to the extent permitted by applicable law hereby waives, and agrees not
to assert, by way of motion, as a defense, or otherwise, in any such suit,
action or proceeding brought in such courts, any claim that it is not subject
personally to the jurisdiction of the above-named courts, that its property is
exempt or immune from attachment or execution, that such suit, action or
proceeding in the above-referenced courts is brought in an inconvenient forum,
that the venue of such suit, action or proceedings, is improper or that this
Agreement may not be enforced in or by such court.  Each of the parties hereto hereby consents to
service of process by mail at its address to which notices are to be given
pursuant to paragraph 11 hereof.


 


18.           Personal Data. The Company,
the Participant’s local employer and the local employer’s parent company or
companies may hold, collect, use, process and transfer, in electronic or other
form, certain personal information about the Participant for the exclusive
purpose of implementing, administering and managing the Participant’s
participation in the Plan.  Participant
understands that the following personal information is required for the above
named purposes: his/her name, home address and telephone number, office address
(including department and employing entity) and telephone number, e-mail
address, date of birth, citizenship, country of residence at the time of grant,
work location country, system employee ID, employee local ID, employment status
(including international status code), supervisor (if applicable), job code,
title, salary, bonus target and bonuses paid (if applicable), termination date
and reason, tax payer’s identification number, tax equalization code, US Green
Card holder status, contract type (single/dual/multi), any shares of stock or
directorships held in the Company, details of all awards of Restricted Shares
(including number of grants, grant dates, price, vesting type, vesting dates,
and any other information regarding Restricted Shares that have been granted,
canceled, vested, or forfeited) with respect to the Participant, estimated tax
withholding rate, brokerage account number (if applicable), and brokerage fees
(the “Data”). 
Participant understands that Data may be collected from the Participant
directly or, on 


 


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Company’s request, from Participant’s local employer.  Participant understands that Data may be
transferred to third parties assisting the Company in the implementation,
administration and management of the Plan, including the brokers approved by
the Company, the broker selected by the Participant from among such
Company-approved brokers (if applicable), tax consultants and the Company’s
software providers (the “Data Recipients”).  Participant understands that some of these
Data Recipients may be located outside the Participant’s country of residence,
and that the Data Recipient’s country may have different data privacy laws and
protections than the Participant’s country of residence.  Participant understands that the Data
Recipients will receive, possess, use, retain and transfer the Data, in
electronic or other form, for the purposes of implementing, administering and
managing the Participant’s participation in the Plan, including any requisite
transfer of such Data as may be required for the administration of the Plan
and/or the subsequent holding of shares of common stock on the Participant’s
behalf by a broker or other third party with whom the Participant may elect to
deposit any shares of common stock acquired pursuant to the Plan.  Participant understands that Data will be
held only as long as necessary to implement, administer and manage the
Participant’s participation in the Plan. 
Participant understands that Data may also be made available to public
authorities as required by law, e.g., to the U.S. government.  Participant understands that the Participant
may, at any time, review Data and may provide updated Data or corrections to
the Data by written notice to the Company. 
Except to the extent the collection, use, processing or transfer of Data
is required by law, Participant may object to the collection, use, processing
or transfer of Data by contacting the Company in writing.  Participant understands that such objection
may affect his/her ability to participate in the Plan.  Participant understands that he/she may
contact the Company’s Human Resources Director to obtain more information on
the consequences of such objection.


 


19.           Consent of Spouse. If the
Participant is married as of the date of this Agreement, the Participant’s spouse
shall execute a Consent of Spouse in the form of Exhibit A hereto,
effective as of the date hereof.  Such
consent shall not be deemed to confer or convey to the spouse any rights in the
Restricted Shares that do not otherwise exist by operation of law or the
agreement of the parties.  If the
Participant marries or remarries subsequent to the date hereof, the Participant
shall, not later than 60 days thereafter, obtain the new spouse’s
acknowledgement of and consent to the existence and binding effect of all
restrictions contained in this Agreement by such spouse’s executing and
delivering a Consent of Spouse in the form of Exhibit A.


 


20.           Counterparts. This Agreement
may be executed in one or more counterparts, each of which shall be considered
an original and shall become effective when one or more counterparts have been
signed by each of the parties hereto and delivered to the other party hereto.
Execution and delivery shall be deemed effective whether made via hard copy
with manual signatures or via email or fax transmission with facsimile
signatures.


 


(Signature Page Follows)


 


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IN WITNESS WHEREOF,
the parties hereto have executed this Agreement as of the 10th day of
September, 2008 at Los Angeles, California.


 


 


	
  COMPANY

  	
   

  
	
   

  	
   

  	
   

  
	
  PROSPECT MEDICAL HOLDINGS, INC.

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
  Name: Samuel S. Lee

  	
   

  
	
   

  	
  Title: Chief Executive Officer

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  PARTICIPANT

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
  Name:

  	
   

  	
   

  
				



 

















 


Prospect Medical Holdings, Inc.


2008 Omnibus Equity Incentive Plan


 


Notice of Grant of Restricted Stock


 


PROSPECT MEDICAL HOLDINGS, INC. (the “Company”),
pursuant to the Company’s 2008 Omnibus Equity Incentive Plan (the “Plan”), hereby grants (the “Award”)
to the undersigned Participant the following restricted Shares (the “Restricted Shares”), subject to the terms and conditions of
this Notice, the 2008 Restricted Stock Award Agreement (the “Restricted Stock Agreement”) and the Plan. The Plan and
the Restricted Stock Agreement are both incorporated into and made a part of
this Notice.


 


	
  1.

  	
   

  	
  Participant’s Name:

  
	
   

  	
   

  	
   

  
	
  2.

  	
   

  	
  Grant Information for this Award:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Date of Grant: September 10, 2008

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  FMV on Date of Grant: $2.40

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Total Number of Restricted Shares Granted: 6,000

  
	
   

  	
   

  	
   

  
	
  3.

  	
   

  	
  The vesting dates shall be:

  



 


	
  Shares

  	
   

  	
  Vesting
  Date

  	
   

  	
  Performance
  Vesting (Yes/No)

  
	
  6,000

  	
   

  	
  September 30, 2008

  	
   

  	
  No

  



 


	
  4.

  	
   

  	
  Restriction Period.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  The Restriction Period for the Restricted Shares granted hereunder
  shall be the period commencing on the Date of Grant and ending at the close
  of business on the Vesting Date, which is September 30, 2008.

  
	
   

  	
   

  	
   

  
	
  5.

  	
   

  	
  I acknowledge that I have read and will comply with the Company’s
  Insider Trading Policy (accessible on the Company’s Website), which I
  understand may be updated from time to time.

  
	
   

  	
   

  	
   

  
	
  6.

  	
   

  	
  I acknowledge and agree that I am responsible for seeking advice from
  my personal tax advisers about, and for making payment of, all income taxes
  owed with respect to this award of the Restricted Shares.

  
	
   

  	
   

  	
   

  
	
  7.

  	
   

  	
  This Notice may be executed in one or more counterparts, each of
  which shall be considered an original and shall become effective when one or
  more counterparts have been signed by each of the parties hereto and
  delivered to the other party hereto. Execution and delivery shall be deemed
  effective whether made via hard copy with manual signatures or via email or
  fax transmission with facsimile signatures.

  



 


(Signature Page Follows)


 


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IN WITNESS WHEREOF, the Company has caused this Notice to be signed by
its duly authorized officer or agent as of the 10th day of September, 2008.


 


	
   

  	
   

  	
  Prospect Medical Holdings, Inc.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Samuel S. Lee

  
	
   

  	
   

  	
   

  	
  Chief Executive Officer

  
					



 


Accepted and Agreed to:


 


	
  Participant:

  	
   

  	
   

  
	
   

  	
    (Signature)

  	
   

  
	
   

  	
   

  
	
  Home Address:

  	
   

  	
  Business Address:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
				



 


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