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Exhibit 10.1
2003 HEALTHEXTRAS, INC. EQUITY INCENTIVE PLAN
RESTRICTED STOCK AWARD AGREEMENT
FOR EXECUTIVE OFFICERS
PARTICIPANT'S NAME:
You have been granted an award of shares of _______________ shares of
common stock ("Common Stock") at no cost to you subject to the terms and
conditions of this Award Agreement and the 2003 HealthExtras, Inc. Equity
Incentive Plan (the "Plan").
NUMBER OF SHARES
SUBJECT TO THE STOCK AWARD: ______ shares of Common Stock
DATE OF GRANT: ___________
TERM OF STOCK AWARD
AND VESTING SCHEDULE: Subject to the limitations of this Stock Award
Agreement, this Stock Award shall vest in
installments according to the following
schedule:
Installment Vesting Date
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______ shares [after year 1]
______ shares [after year 2]
______ shares [after year 3]
Except as provided below, an installment shall
not vest on the otherwise applicable vesting
date if your employment with the Company
terminates prior to such vesting date.
ACCELERATION OF VESTING
UPON A CHANGE IN CONTROL: All unvested shares of Common Stock subject to
this Stock Award shall immediately vest as of
the effective date of a Change in Control.
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EFFECT OF TERMINATION OF
EMPLOYMENT BECAUSE OF:
(a) DEATH OR DISABILITY: In the event you terminate employment with the
Company due to death or Disability, the entire
unvested portion of your Stock Award will
immediately vest as of the date of such
termination.
(b) TERMINATION FOR
CAUSE: In the event you are terminated for Cause, all
your rights to this Stock Award will expire
immediately as of the effective date of your
Termination for Cause.
(c) RETIREMENT: Unless otherwise determined by the Committee,
upon your Retirement, you will forfeit any
rights to all unvested shares of Company Common
Stock subject to this Stock Award.
(d) OTHER REASONS: Unless otherwise determined by the Committee,
all unvested shares subject to this Stock Award
are forfeited as of your termination date and
any rights you have to this Stock Award become
null and void.
VOTING: You are entitled to the vote of all shares
subject to this Stock Award in a manner
consistent with the Plan.
DIVIDENDS: You are entitled to receive, with respect to
each share of restricted stock awarded to you,
a payment equal to any cash or stock dividends,
or other distributions declared and paid by the
Company on its Common Stock.
DESIGNATION OF BENEFICIARY: You may designate a beneficiary on a form
acceptable to the Committee, to receive rights
under the Stock Award Agreement, in the event
of your death. If a beneficiary is not
designated, the Award will become part of your
estate.
TAX WITHHOLDING: Upon payment of (or, in the event of an
election under Section 83(b) of the Internal
Revenue Code, such election regarding) a Stock
Award, the employee Participant will be treated
as having received compensation income equal to
the Fair Market Value of the shares of Common
Stock on their vesting date (or, in the event
of a Section 83(b) election the applicable
date). The Committee is entitled to require as
a condition of delivery (i) that you remit an
amount sufficient to satisfy all federal, state
and local tax withholding requirements related
thereto, (ii) that the withholding of such sums
come from compensation otherwise due to you or
from shares of Common Stock due to you under
the Plan, or (iii) any combination of the
foregoing. Any withholding shall comply with
Rule 16b-3 or any amendments or successive
rule.
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PLAN GOVERNS: Notwithstanding anything in this Stock Award
Agreement to the contrary, the terms of this
Stock Award shall be subject to the terms and
conditions of the Plan, a copy of which you may
obtain from the Corporate Secretary of
HealthExtras, Inc; and this Stock Award
Agreement is subject to all interpretations,
amendments, rules and regulations promulgated
by the Committee from time to time pursuant to
the Plan. Any capitalized terms shall have the
meaning given to such terms in the Plan.
Neither the Plan nor this Stock Award Agreement
create any right on the part of any individual
to continue in the employ or service of
HealthExtras, Inc. or any Affiliates of
HealthExtras, Inc.
NON-TRANSFERABILITY: You shall not sell, transfer, assign, pledge or
otherwise encumber shares subject to this Stock
Award until full vesting of such shares has
occurred.
Unless determined otherwise by the Committee
and except in the event of your death or
pursuant to a domestic relations order, this
Stock Award is not transferable and may only be
earned by you in your lifetime. Upon your
death, this Stock Award is transferable by will
or the laws of descent and distribution.
MODIFICATION AND AMENDMENT: The Committee may amend or modify this Stock
Award from time to time, prospectively or
retroactively; PROVIDED, HOWEVER, that no such
amendment or modification will adversely affect
your rights under this Award without your
written consent.
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The Participant hereby acknowledges that all decisions, determinations
and interpretations of the Board of Directors, or the Committee thereof, in
regards to the Plan and/or this Stock Award Agreement are final and conclusive.
IN WITNESS WHEREOF, HealthExtras, Inc. has caused this Stock Award
Agreement to be executed, and said Participant has hereunto set his hand, as of
the __ day of _______________.
HEALTHEXTRAS, INC.
By: ________________________________________
For the Committee Administering the Plan
PARTICIPANT
________________________________________
________________________
________________________
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