ANY RIGHT TO CONTINUE IN
THE COMPANY'S SERVICE FOR ANY PERIOD OF SPECIFIC DURATION OR INTERFERE WITH OR
OTHERWISE RESTRICT IN ANY WAY THE RIGHTS OF THE COMPANY (OR ANY PARENT OR
SUBSIDIARY EMPLOYING OR RETAINING THE GRANTEE) OR OF THE GRANTEE, WHICH RIGHTS
ARE HEREBY EXPRESSLY RESERVED BY EACH, TO TERMINATE HIS OR HER SERVICE AT ANY
TIME AND FOR ANY REASON, WITH OR WITHOUT CAUSE.
(C)
NOTIFICATION.
ANY NOTIFICATION REQUIRED BY THE TERMS OF THIS
AGREEMENT SHALL BE GIVEN IN WRITING AND SHALL BE DEEMED EFFECTIVE UPON PERSONAL
DELIVERY TO THE PRESIDENT, TREASURER, GENERAL COUNSEL, SECRETARY OR ANY
ASSISTANT SECRETARY OF THE COMPANY OR FIVE BUSINESS DAYS UPON DEPOSIT WITH THE
UNITED STATES POSTAL SERVICE, BY REGISTERED OR CERTIFIED MAIL, WITH POSTAGE AND
FEES PREPAID ADDRESSED TO THE COMPANY.
A NOTICE SHALL BE ADDRESSED TO THE
COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICE, MARKED TO THE ATTENTION OF THE
CORPORATE SECRETARY, AND TO THE GRANTEE AT THE ADDRESS THAT HE OR SHE MOST
RECENTLY PROVIDED TO THE COMPANY.
(D)
ENTIRE AGREEMENT.
THIS AGREEMENT, ANY RELATED RESTRICTED STOCK
UNIT AWARD NOTICE AND THE PLAN CONSTITUTE THE ENTIRE CONTRACT BETWEEN THE
PARTIES HERETO WITH REGARD TO THE SUBJECT MATTER HEREOF AND SUPERSEDE ANY OTHER
AGREEMENTS, REPRESENTATIONS OR UNDERSTANDINGS (WHETHER ORAL OR WRITTEN AND
WHETHER EXPRESS OR IMPLIED) WHICH RELATE TO THE SUBJECT MATTER HEREOF.
7
(E)
WAIVER.
NO WAIVER OF ANY BREACH OR CONDITION OF THIS AGREEMENT
SHALL BE DEEMED TO BE A WAIVER OF ANY OTHER OR SUBSEQUENT BREACH OR CONDITION
WHETHER OF LIKE OR DIFFERENT NATURE.
(F)
SUCCESSORS AND ASSIGNS.
THE PROVISIONS OF THIS AGREEMENT SHALL
INURE TO THE BENEFIT OF, AND BE BINDING UPON, THE COMPANY AND ITS SUCCESSORS AND
ASSIGNS AND UPON THE GRANTEE, THE GRANTEE'S PERSONAL REPRESENTATIVES, HEIRS,
LEGATEES AND OTHER PERMITTED TRANSFEREES, ASSIGNS AND THE LEGAL REPRESENTATIVES,
HEIRS AND LEGATEES OF THE GRANTEE'S ESTATE, WHETHER OR NOT ANY SUCH PERSON SHALL
HAVE BECOME A PARTY TO THIS AGREEMENT AND HAVE AGREED IN WRITING TO BE JOINED
HEREIN AND BE BOUND BY THE TERMS HEREOF.
(G)
CHOICE OF LAW.
THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED
IN ACCORDANCE WITH, THE LAWS OF THE STATE OF DELAWARE, AS SUCH LAWS ARE APPLIED
TO CONTRACTS ENTERED INTO AND PERFORMED IN SUCH STATE.
SECTION 6.
DEFINITIONS.
(A)
"CODE" SHALL MEAN THE INTERNAL REVENUE CODE OF 1986, AS AMENDED
AND AS THE SAME MAY BE AMENDED FROM TIME TO TIME, AND THE REGULATIONS
PROMULGATED THEREUNDER.
(B)
"COMPANY" SHALL MEAN MAGELLAN HEALTH SERVICES, INC., A DELAWARE
CORPORATION, AND ANY SUCCESSOR THERETO.
(C)
"EXCHANGE ACT" SHALL MEAN THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED AND AS THE SAME MAY BE AMENDED FROM TIME TO TIME, AND ANY SUCCESSOR
STATUTE, AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER.
(D)
"SECURITIES ACT" SHALL MEAN THE SECURITIES ACT OF 1933, AS AMENDED
AND AS THE SAME MAY BE AMENDED FROM TIME TO TIME, AND ANY SUCCESSOR STATUTE, AND
THE RULES AND REGULATIONS PROMULGATED THEREUNDER.
(E)
"SHARE" SHALL MEAN A SHARE OF ORDINARY COMMON