[HEALTHEXTRAS LOGO APPEARS HERE]
2003 HEALTHEXTRAS, INC. EQUITY INCENTIVE PLAN
RESTRICTED STOCK AWARD AGREEMENT
PARTICIPANT'S NAME:
You have been granted an award 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 ________________
_______ shares ________________
_______ shares ________________
_______ shares ________________
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 vest
immediately as of the effective date of
a Change in Control.
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.
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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.
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.
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.
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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:
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For the Committee Administering the Plan
PARTICIPANT
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