CONCENTRA INC. RESTRICTED STOCK AWARD AGREEMENT November 28, 2005 Recipient: Norman C. Payson, M.D.

Exhibit 10.5

CONCENTRA INC.

RESTRICTED STOCK AWARD AGREEMENT

November 28, 2005

Recipient: Xxxxxx X. Xxxxxx, M.D.

This Restricted Stock Award Agreement (the “Agreement”) is entered into as of the 28th day of November, 2005 (the “Date of Grant”), between Concentra Inc., a Delaware corporation (the “Company”), and you for the purpose of evidencing an Award to you of Restricted Stock pursuant to the Concentra Inc. 2005 Stock Option and Restricted Stock Purchase Plan for Non-Executive Chairman (the “Plan”). Terms used herein with their initial letters capitalized and not otherwise defined herein have the respective meanings assigned to them in the Plan.

This Agreement and the Award of Restricted Stock granted herein are not binding on the Company until you sign this document and return it to the Company’s Legal Department.

1. Award of Restricted Stock; Escrow and Ownership of Restricted Shares.

(a) Pursuant to the Plan and Section 1(b)(ii) of Exhibit A to the Chairman’s Agreement entered into as of November 28, 2005, between the Company and you (the “Chairman’s Agreement”), the Board of Directors of the Company has granted to you on this date the number of shares of Restricted Stock set forth below, subject to adjustment pursuant to the provisions of Section 7 of this Agreement. This Award is granted under Section 7 of the Plan and shall be governed by the terms of the Plan and the Chairman’s Agreement. In the event of any inconsistency between the Plan, this Agreement, and/or the Chairman’s Agreement, the terms of the Chairman’s Agreement shall govern.

Restricted Stock: 402,137 shares Grant No.: NEC3

(b) The Company shall issue in your name a certificate or certificates representing the shares of Restricted Stock subject to the Award (the “Restricted Shares”) and retain that certificate or those certificates until the restrictions on such Restricted Shares expire or such Restricted Shares are forfeited as provided herein. You shall execute one or more stock powers in blank for those certificates and deliver those stock powers to the Company. You hereby agree that the Company shall hold the certificate or certificates representing the Restricted Shares and the related stock powers pursuant to the terms of this Agreement until such time as such certificate or certificates are either delivered to you or canceled pursuant to this Agreement. Promptly following the expiration of the restrictions on the Restricted Shares as contemplated in this Agreement, the Company shall cause to be issued and delivered to you or your designee a certificate representing the number of Restricted Shares as to which restrictions have lapsed, free of any restrictive legend relating to the lapsed restrictions. The value of such Restricted Shares shall not bear any interest owing to the passage of time.

(c) From and after the time that a certificate or certificates representing the Restricted Shares has been issued in your name, you will be entitled to all the rights of absolute ownership of the Restricted Shares, including the right to vote those shares and to receive

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dividends thereon if, as, and when declared by the Board of Directors, subject, however, to the terms, conditions and restrictions set forth in this Agreement.

2. Vesting Provisions. You may not sell, transfer, or otherwise alienate or hypothecate Restricted Shares until your right to sell, transfer, or otherwise alienate or hypothecate has vested. Except as otherwise provided in Section 3 hereof, on each of the following dates on which you shall continue to serve as the Non-Executive Chairman pursuant to the terms of the Chairman’s Agreement, the Restricted Shares will vest on each designated vesting date with respect to the percentage of the Restricted Shares set forth in Section 1(a) hereof, as adjusted pursuant to Section 7 of this Agreement, (rounded to the nearest whole share):

Designated vesting date:		Percentage of Restricted Shares set forth in Section 1(a) hereof, as adjusted, vesting on such designated vesting date:
February 28, 2006		8.33%
May 28, 2006		An additional 8.33%
August 28, 2006		An additional 8.33%
November 28, 2006		An additional 8.33%
February 28, 2007		An additional 8.33%
May 28, 2007		An additional 8.33%
August 28, 2007		An additional 8.33%
November 28, 2007		An additional 8.33%
February 28, 2008		An additional 8.33%
May 28, 2008		An additional 8.33%
August 28, 2008		An additional 8.33%
November 28, 2008		The remaining Restricted Shares

3. Acceleration of Vesting Upon Certain Other Events.

(a) Accelerated Vesting Upon Certain Transactions. The Restricted Shares shall become immediately and fully vested upon the occurrence, during the term of the Chairman’s Agreement, of (i) a Change in Control (as defined below), (ii) an Initial Public Offering (as defined below), or (iii) the sale by the Company of all or substantially all of one or more of its operating divisions representing in the aggregate 25% or more of the Company’s Consolidated EBITDA (as such term is defined by the Company in announcing publicly its results of operations).

“Change in Control” shall mean the occurrence of any of the following events:

(i) The acquisition by any individual, entity, or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended) of beneficial ownership of either (x) the then outstanding shares of Common Stock of the Company (the “Outstanding Company Common Stock”) or (y) the combined voting power of the then outstanding voting securities of the Company entitled to vote

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generally in the election of directors (the “Outstanding Company Voting Securities”), such that Welsh, Carson, Xxxxxxxx & Xxxxx VIII, L.P., ceases to own, in the aggregate, more than 50% of the Outstanding Company Common Stock or of the Outstanding Company Voting Securities; provided, however, that for purposes of this Subparagraph (i), the following acquisitions shall not constitute a Change of Control: (A) any acquisition of Company Common Stock or other Company voting securities directly from the Company as part of or in connection with a transaction which complies with clauses (A) and (B) of subparagraph (iii) below; (B) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company; or (C) any acquisition by any corporation pursuant to a transaction which complies with clauses (A) and (B) of Subparagraph (iii) below; or

(ii) Individuals who, as of the Date of the Grant, constitute the Board of Directors cease for any reason to constitute at least a majority of the Incumbent Board (as hereinafter defined); or

(iii) Consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Company or an acquisition of assets of another corporation (a “Business Combination”), in each case, unless, following such Business Combination; (A) Welsh, Carson, Xxxxxxxx & Xxxxx VIII, L.P., beneficially owns, directly or indirectly, more than 50% of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Business Combination (including, without limitation, a corporation which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries); and (B) at least a majority of the members of the board of directors of the corporation resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination; or

(iv) Approval by the stockholders of the Company of a complete liquidation or dissolution of the Company.

“Incumbent Board” means the individuals who constitute the Board of Directors on the Date of Grant and any other individual who becomes a director of the Company after that date and whose election or appointment by the Board of Directors or nomination for election by the Company’s stockholders was approved by a vote of at least a majority of the directors then comprising the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a person other than the Incumbent Board.

“Initial Public Offering” shall mean an underwritten public offering of the Common Stock pursuant to an effective registration statement under the Securities Act of 1933, as amended (the “Securities Act”).

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(b) Accelerated Vesting Upon Certain Terminations of Chairman’s Agreement. The Restricted Shares shall become immediately and fully vested in the event of the termination of the Chairman’s Agreement pursuant to (i) Section 6(a) of the Chairman’s Agreement upon your death, (ii) Section 6(b) of the Chairman’s Agreement as a result of your becoming Disabled (as defined below), (ii) Section 6(c) by the Company without Cause, or (iv) Section 6(d) of the Chairman’s Agreement by you for Good Reason (as defined below). In the event the Chairman’s Agreement is terminated by the Company for Cause (as defined below) pursuant to Section 6(c) of the Chairman’s Agreement or you terminate the Chairman’s Agreement without Good Reason pursuant to Section 6(e) of the Chairman’s Agreement any Restricted Shares that have not previously vested will be forfeited to the Company pursuant to Section 4 hereof.

“Disabled” means your inability, with reasonable accommodation, to perform the essential functions of your duties and responsibilities under the Chairman’s Agreement due to physical or mental illness or injury, or your otherwise becoming disabled within the meaning of section 22(e)(3) of the Code, in either case, for 180 consecutive calendar days and within 30 days after written notice of termination is given (which may occur before or after the end of such 180 day period) you shall not have returned to the performance of your material duties and responsibilities under the Chairman’s Agreement, which results in the termination of the Chairman’s Agreement by you or by the Company.

“Good Reason” means the occurrence of any one or more of the following events:

(i) a material adverse change or diminution in the nature or scope of your authorities, status, powers, functions, duties, or responsibilities from those set forth in Section 2 of the Chairman’s Agreement;

(ii) any removal by the Company of you from, or any failure to appoint or reelect you to, the position indicated in Section 1 of the Chairman’s Agreement except in connection with the Company’s termination of the Chairman’s Agreement for Cause (as defined below) or Disability;

(iii) a failure by the Company to comply with any other material term or provision of the Chairman’s Agreement or of any other written agreement between you and the Company;

(iv) delivery by the Company of notice of non-renewal pursuant to Section 1 of the Chairman’s Agreement; or

(v) the occurrence of a Change in Control.

“Cause” means the occurrence of any one or more of the following events:

(i) your willful or intentional failure to perform your material duties and responsibilities under the Chairman’s Agreement (other than any such failure resulting from your incapacity due to physical or mental illness or any such failure after the issuance of a Notice of Termination for Good Reason (as defined in the Chairman’s Agreement) by you);

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(ii) your commission of an act of dishonesty or fraud of a material nature in connection with the performance of your duties under the Chairman’s Agreement, or your willful or intentional misconduct of a material nature in connection with the performance of your duties under the Chairman’s Agreement; or

(iii) your conviction of, or entering of a plea of nolo contendere with respect to, a felony.

(c) Modification of Vesting Schedule Upon Exercise of Purchase Option. In the event you exercise the Purchase Option (as defined in Section 2(b) of the Chairman’s Agreement), the vesting schedule set forth in Section 4 hereof shall be modified, retroactively to the Date of Grant to the extent applicable, to read as follows:

Designated vesting date:		Percentage of Restricted Shares set forth in Section 1(a) hereof, as adjusted, vesting on such designated vesting date:
February 28, 2006		12.5%
May 28, 2006		An additional 12.5%
August 28, 2006		An additional 12.5%
November 28, 2006		An additional 12.5%
February 28, 2007		An additional 12.5%
May 28, 2007		An additional 12.5%
August 28, 2007		An additional 12.5%
November 28, 2007		The remaining Restricted Shares

(d) Other Accelerations. The Board of Directors of the Company or the Administrator of the Plan, in its sole discretion, may at any time accelerate the times set forth in Sections 2 and 3 hereof at which the Restricted Shares will vest.

4. Forfeiture of Unvested Restricted Shares Upon Termination of Chairman’s Agreement. If for any reason the Chairman’s Agreement is terminated, then your rights shall terminate in any Restricted Shares for which restrictions have not lapsed as of such date of termination (after taking into account the provisions of Section 3), and such Restricted Shares shall be canceled. Your rights to Restricted Shares shall terminate as provided in this Section 4 without any payment of consideration by the Company; provided, however, that the portion, if any, of any or all of the Restricted Shares held by you for which restrictions have lapsed as of the date of such termination (after taking into account the provisions of Section 3) shall survive the termination.

5. Certain Agreements Respecting Taxes. Upon the vesting of any Restricted Shares you will have the right to sell to the Company a number of unencumbered shares of Common Stock held by you for a period exceeding six months, and otherwise qualifying as mature shares pursuant to then-applicable accounting standards, and having a Fair Market Value equal to the amount of income and other taxes payable by you in connection with such vesting.

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6. Representations.

(a) You represent and warrant to the Company that you will be acquiring the Restricted Shares for your own account for the purpose of investment and not with a view to or for sale in connection with any distribution thereof, and you understand that (i) as of the date hereof, the Restricted Shares have not been registered with the Securities and Exchange Commission by reason of their issuance in a transaction exempt from the registration requirements of the Securities Act, and (ii) the Restricted Shares must be held indefinitely by you unless a subsequent disposition thereof is registered under the Securities Act or is exempt from such registration. If applicable, the stock certificates for any Restricted Shares issued to you upon their vesting in accordance with this Agreement will bear the following legend:

THE SHARES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAW, AND MAY NOT BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF UNLESS THEY HAVE BEEN SO REGISTERED OR AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE.

(b) You further represent and warrant that you understand the federal, state, and local income tax consequences of the granting of the Restricted Shares to you, the vesting of the Restricted Shares, and the subsequent sale or other disposition of any Restricted Shares with respect to which the restrictions have lapsed.

7. Equitable Adjustment.

(a) In the event of a merger, consolidation, reorganization, recapitalization, stock split, stock dividend, extraordinary dividend, or other similar change in the structure or capitalization of the Company, appropriate adjustments shall be made to the Restricted Shares in order to prevent enlargement or dilution of your rights hereunder, including, if applicable, adjustments to the number and kind of shares of Common Stock or other securities, cash, or property subject hereto or that may be delivered hereunder.

(b) No fractional shares will be issued or issuable pursuant to any adjustment under this Section 7.

8. Continuation of Services. Neither the Plan nor the Restricted Shares shall confer upon you any right to continue as Non-Executive Chairman, and such relationship shall be governed by the terms of the Chairman’s Agreement.

9. Stockholders Agreement. No Restricted Shares will be issued to you pursuant to this Agreement unless and until you have entered into the Stockholders Agreement, dated as of August 17, 1999, between the Company and certain of its stockholders, as amended (the “Stockholders Agreement”) (or unless and until you have joined the Stockholders Agreement through an amendment thereto), with respect to the Restricted Shares.

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10. Plan Documents. This Agreement is qualified in its entirety by reference to the provisions of the Plan and the applicable provisions of the Chairman’s Agreement, which are incorporated herein by reference.

11. Transfer Restrictions on Restricted Shares. If requested in writing by the underwriters for the Initial Public Offering of securities of the Company, you may not sell publicly any Restricted Shares for which restrictions have lapsed or any other shares of Common Stock then held by you, without the consent of such underwriters, for a period of not more than 180 days following the effective date of the registration statement relating to such Initial Public Offering.

12. General Provisions.

(a) This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware. If any one or more provisions of this Agreement shall be found to be illegal or unenforceable in any respect, the validity and enforceability of the remaining provisions hereof shall not in any way be affected or impaired thereby.

(b) This Agreement, the Plan and the Chairman’s Agreement contain the entire agreement between the Company and you relating to the Restricted Shares and the other matters set forth herein. Except as expressly provided in this Agreement or the Plan with respect to certain actions permitted to be taken by the Board of Directors of the Company or the Administrator of the Plan with respect to this Agreement and the terms of the Restricted Shares, this Agreement may not be amended, modified, changed, or waived other than by written instrument signed by the parties hereto.

(c) This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument.

(d) The definitions of Change in Control, Initial Public Offering, Incumbent Board, Disabled, Good Reason, Cause, Purchase Option, and any other terms or provisions of this Agreement that are explicitly set forth in the Chairman’s Agreement shall be construed in accordance with the Chairman’s Agreement and such events shall only occur for purposes of this Agreement only to the extent they occur pursuant to the Chairman’s Agreement.

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Please acknowledge receipt of this Agreement by signing both copies of this Agreement in the space provided below and returning them promptly to the Company’s Legal Department.

CONCENTRA INC.
By:		/s/    Xxxxxxx X. Xxxx XX
		Xxxxxxx X. Xxxx XX
		Executive Vice President

Accepted and Agreed to as of

the date first above written:

/s/    Xxxxxx X. Xxxxxx, M.D.

Xxxxxx X. Xxxxxx, M.D.

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