PERFORMANCE STOCK UNIT AGREEMENT
CHANGE HEALTHCARE INC.
2019 OMNIBUS INCENTIVE PLAN
Pursuant to the Performance Stock Units Grant Notice (the Grant Notice) delivered to the Participant (as defined in the Grant Notice), and subject to the terms of this Performance Stock Unit Agreement (this Performance Stock Unit Agreement) and the Change Healthcare Inc. 2019 Omnibus Incentive Plan (the Plan), Change Healthcare Inc., a Delaware corporation (the Company), and the Participant agree as follows. Capitalized terms not otherwise defined herein shall have the same meaning as set forth in the Plan.
1. Grant of Performance Stock Units. Subject to the terms and conditions set forth herein and in the Plan, the Company hereby grants to the Participant the number of Performance Stock Units provided in the Grant Notice (with each Performance Stock Unit representing the right to receive one share of Common Stock upon the vesting of such Performance Stock Unit). The Company may make one or more additional grants of Performance Stock Units to the Participant under this Performance Stock Unit Agreement by providing the Participant with a new Grant Notice, which may also include any terms and conditions differing from this Performance Stock Unit Agreement to the extent provided therein. The Company reserves all rights with respect to the granting of additional Performance Stock Units hereunder and makes no implied promise to grant additional Performance Stock Units.
2. Vesting. Subject to the conditions contained herein and in the Plan, the Performance Stock Units shall vest as provided in the Grant Notice. With respect to any Performance Stock Unit, the period of time that such Performance Stock Unit remains subject to vesting shall be its Restricted Period.
3. Settlement of Performance Stock Units. Subject to the proviso to Section 9(d)(ii) of the Plan, as soon as reasonable practicable (and in any event, within 30 days) following the Vesting Date (as defined in the Grant Notice), the Company shall issue to the Participant or the Participants beneficiary, without charge, one share of Common Stock (or other securities or other property, as applicable) for each such outstanding vested Performance Stock Unit; provided, however, that if the Participant shall have vested in any such Performance Stock Unit prior to the Vesting Date as a consequence of any Termination as provided in the Grant Notice, the Company shall pay cash to the Participant in lieu of issuing shares of Common Stock in respect of such Performance Stock Units, with the amount of such cash payment to be equal to the Fair Market Value per share of Common Stock as of the Vesting Date .
4. Treatment of Performance Stock Units Upon Termination. Unless otherwise determined by the Committee, in the event of the Participants Termination for any reason:
(a) all vesting with respect to the Performance Stock Units shall cease (after taking into account vesting of Performance Stock Units as set forth in the Grant Notice); and
(b) the unvested Performance Stock Units shall be forfeited to the Company by the Participant for no consideration as of the date of such Termination.
5. Company; Participant.
(a) The term Company as used in this Performance Stock Unit Agreement with reference to employment shall include the Board, the Company and its Subsidiaries.