Exhibit 10.9 MAGELLAN HEALTH SERVICES, INC. ------------------------------ 2003 MANAGEMENT INCENTIVE PLAN NOTICE OF RESTRICTED STOCK AWARD REFERENCE No. 2004-___-2 (Steven J. Shulman) As of January 5, 2004 THIS AWARD IS GRANTED PURSUANT TO A RESTRICTED STOCK AWARD AGREEMENT BETWEEN THE COMPANY AND THE GRANTEE DATED AS OF JANUARY 5, 204, DESIGNATED NO. 2004-___ NAME OF GRANTEE: Steven J. Shulman TOTAL NUMBER OF SHARES SUBJECT TO AWARD: 83,963 shares (1) of Ordinary Common Stock of Magellan Health Services, Inc. ("Shares") TYPE OF BENEFIT: Restricted Stock Award, zero purchase price, no Right of Repurchase PURCHASE PRICE PER SHARE: $ 11.91 (As amended March 26, 2004 - See Note 1) DATE OF GRANT: January 5, 2004 (As amended March 26, 2004 - See Note 1) VESTING: All the Shares shall vest in full on the earlier of January 5, 2005 or the earlier termination of Grantee's employment by the Company. RIGHT OF REPURCHASE: None. RESTRICTIONS ON TRANSFER: None of the Shares granted herein may be Transferred until vested except as otherwise permitted by the Award Agreement. By signing your name below, you accept this award and acknowledge and agree that this award is granted under and governed by the terms and conditions of Magellan Health Services, Inc. 2003 Management Incentive Plan and the related Restricted Stock Award Agreement, reference number 2004-___, both of which are hereby made a part of this document. GRANTEE: MAGELLAN HEALTH SERVICES, INC. - --------------------- By: ---------------------------------- Name: ---------------------------------- Title: ---------------------------------- - ---------------- (1) Granted pursuant to Grantee's Employment Agreement with the Company dated January 5, 2004: 83,752 Shares granted on January 5, 2004 and adjusted by 211 Shares to 83,963 Shares by action of the Committee as of March 26, 2004.