Plan. The terms and provisions of the Plan are incorporated herein by reference. In the event of a conflict or inconsistency between the terms and provisions of the Plan and the provisions of this Restricted Stock Unit Agreement, the Plan shall govern and control. EX-10.55 6 d904010dex1055.htm EX-10.55 EX-10.55 Exhibit 10.55 Final Version Stock-Settled RESTRICTED STOCK UNIT GRANT NOTICE UNDER THE CHANGE HEALTHCARE INC. 2019 OMNIBUS INCENTIVE PLAN Change Healthcare Inc., a Delaware corporation (the "Co
...mpany"), pursuant to its 2019 Omnibus Incentive Plan (the "Plan"), hereby grants to the Participant set forth below the number of Restricted Stock Units set forth below. The Restricted Stock Units are subject to all of the terms and conditions as set forth herein, in the Restricted Stock Unit Agreement (attached hereto or previously provided to the Participant in connection with a prior grant), and in the Plan, all of which are incorporated herein in their entirety. Capitalized terms not otherwise defined herein shall have the meaning set forth in the Plan. Participant: [Insert Participant Name] Date of Grant: [Insert Grant Date] Vesting Commencement Date: [Insert Date] Number of Restricted Stock Units: [Insert No. of RSUs Granted] Vesting Schedule: Provided the Participant has not undergone a Termination at the time of each applicable vesting date (or event): (i) 25% of the Restricted Stock Units will vest on the second anniversary of the Vesting Commencement Date; provided, however, that if a Qualified MCK Exit (as defined in the Joint Venture LLC Agreement) has occurred prior to the second anniversary of the initial public offering of the Company, then 25% of the Restricted Stock Units will instead vest on the later of (x) the first anniversary of the [Vesting Commencement Date]1[Date of Grant] and (y) the date that is 30 days after a Qualified MCK Exit; and (ii) an additional 25% of the Restricted Stock Units will vest on each of the second, third and fourth anniversaries of the Vesting Commencement Date (each such vesting date in (i) and (ii), a "Vesting Date"). Notwithstanding the foregoing, in the event that the Participant undergoes a Termination (i) as a result of the Participant's death prior to any Vesting Date, the Participant shall fully vest in the Participant's then-unvested Restricted Stock Units or (ii) as a result of the Participant's Disability or Retirement, in either case, prior to a Vesting Date, the Participant shall vest as to a prorated portion of the then-unvested Restricted Stock 1 Note: For pre-IPO new hire and talent promises. 2 Units granted, with such proration based on the number of days the Participant provided services from the Vesting Commencement Date to the date of Termination (or, if applicable, from the immediately prior Vesting Date to the date of Termination); provided, however, that any such Restricted Stock Units shall be settled in accordance with Section 3 of the Restricted Stock Unit Agreement within 30 days following the Vesting Date originally applicable to such Restricted Stock Units. * * * THE UNDERSIGNED PARTICIPANT ACKNOWLEDGES RECEIPT OF THIS RESTRICTED STOCK UNIT GRANT NOTICE, THE RESTRICTED STOCK UNIT AGREEMENT AND THE PLAN, AND, AS AN EXPRESS CONDITION TO THE GRANT OF RESTRICTED STOCK UNITS HEREUNDER, AGREES TO BE BOUND BY THE TERMS OF THIS RESTRICTED STOCK UNIT GRANT NOTICE, THE RESTRICTED STOCK UNIT AGREEMENT AND THE PLAN. CHANGE HEALTHCARE INC. PARTICIPANT2 By: Title: 2 To the extent that the Company has established, either itself or through a third-party plan administrator, the ability to accept this award electronically, such acceptance shall constitute the Participant's signature hereof. RESTRICTED STOCK UNIT AGREEMENT UNDER THE CHANGE HEALTHCARE INC. 2019 OMNIBUS INCENTIVE PLAN Pursuant to the Restricted Stock Units Grant Notice (the "Grant Notice") delivered to the Participant (as defined in the Grant Notice), and subject to the terms of this Restricted Stock Unit Agreement (this "Restricted 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.
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Plan. The terms and provisions of the Plan are incorporated herein by reference. In the event of a conflict or inconsistency between the terms and provisions of the Plan and the provisions of this Restricted Stock
Unit Agreement, the Plan shall govern and control.
EX-10.55 6 d904010dex1055.htm EX-10.55 EX-10.55 5 EX-10.2 3 ara-3312017xex102.htm EXHIBIT 10.2 Exhibit
10.55 Final Version Stock-Settled RESTRICTED STOCK
UNIT GRANT
NOTICE UNDER THE CHANGE HEALTHCARE INC. 2019 NOTICEUNDER THEAMERICAN RENAL A...SSOCIATES HOLDINGS, INC.2016 OMNIBUS INCENTIVE PLAN Change Healthcare PLANAmerican Renal Associates Holdings, Inc., a Delaware corporation (the "Company"), pursuant to its 2019 2016 Omnibus Incentive Plan (the "Plan"), hereby grants to the Participant set forth below the number of shares of Restricted Stock Units set forth below. The shares of Restricted Stock Units are subject to all of the terms and conditions as set forth herein, in the Restricted Stock Unit Agreement (attached hereto or previously provided to the Participant in connection with a prior grant), and in the Plan, all of which are incorporated herein in their entirety. Capitalized terms not otherwise defined herein shall have the meaning set forth in the Plan. Participant: [Insert Plan.Participant:[Insert Participant Name] Date Name]Date of Grant: [Insert Grant Date] Vesting Commencement Date: Date of Grant]Number of Shares of Restricted Stock: [Insert Date] Number No. of Shares of Restricted Stock Units: [Insert No. of RSUs Granted] Vesting Schedule: Provided Granted]Vesting Schedule:Provided the Participant has not undergone a Termination at the time of each applicable vesting date (or event): (i) 25% event):one-third (1/3) of the Restricted Stock Units will vest on the second anniversary of the Vesting Commencement Date; provided, however, that if a Qualified MCK Exit (as defined in the Joint Venture LLC Agreement) has occurred prior to the second anniversary of the initial public offering of the Company, then 25% of the Restricted Stock Units will instead vest on the later of (x) the first anniversary of the [Vesting Commencement Date]1[Date of Grant] and (y) the date that is 30 days after a Qualified MCK Exit; and (ii) an additional 25% of the Restricted Stock Units will vest on each of the second, third and fourth first three anniversaries of the Vesting Commencement Date (each such vesting date in (i) and (ii), a "Vesting Date"). Notwithstanding the foregoing, of Grant; provided that in the event of a Change in Control that occurs during Participant's service with the Participant undergoes a Termination (i) as a result of Company, the Participant's death prior to any Vesting Date, the Participant shall fully vest in the Participant's then-unvested Restricted Stock Units or (ii) as a result of the Participant's Disability or Retirement, in either case, prior to a Vesting Date, the Participant shall vest as to a prorated portion of the then-unvested Restricted Stock 1 Note: For pre-IPO new hire and talent promises. 2 Units granted, with such proration based on the number of days the Participant provided services from the Vesting Commencement Date Stock, to the date of Termination (or, if applicable, from the immediately prior Vesting Date to the date of Termination); provided, however, that any such Restricted Stock Units shall be settled in accordance with Section 3 of the Restricted Stock Unit Agreement within 30 days following the Vesting Date originally applicable to such Restricted Stock Units. extent not then vested or previously forfeited or canceled, will become fully vested. * * * THE *1THE UNDERSIGNED PARTICIPANT ACKNOWLEDGES RECEIPT OF THIS RESTRICTED STOCK UNIT GRANT NOTICE, THE RESTRICTED STOCK UNIT AGREEMENT AND THE PLAN, AND, AS AN EXPRESS CONDITION TO THE GRANT OF SHARES OF RESTRICTED STOCK UNITS HEREUNDER, AGREES TO BE BOUND BY THE TERMS OF THIS RESTRICTED STOCK UNIT GRANT NOTICE, THE RESTRICTED STOCK UNIT AGREEMENT AND THE PLAN. CHANGE HEALTHCARE PLAN.AMERICAN RENAL ASSOCIATES HOLDINGS, INC. PARTICIPANT2 PARTICIPANT1 By: Title: 2 To 1To the extent that the Company has established, either itself or through a third-party plan administrator, the ability to accept this award electronically, such acceptance shall constitute the Participant's signature hereof. RESTRICTED 2RESTRICTED STOCK UNIT AGREEMENT UNDER THE CHANGE HEALTHCARE INC. 2019 AGREEMENTUNDER THEAMERICAN RENAL ASSOCIATES HOLDINGS, INC.2016 OMNIBUS INCENTIVE PLAN Pursuant PLANPursuant to the Restricted Stock Units Grant Notice (the "Grant Notice") delivered to the Participant (as defined in the Grant Notice), and subject to the terms of this Restricted Stock Unit Agreement (this "Restricted Stock Unit Agreement") and the Change Healthcare American Renal Associates Holdings, Inc. 2019 2016 Omnibus Incentive Plan (the "Plan"), Change Healthcare American Renal Associates Holdings, 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.
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Plan. The terms and provisions of the Plan are incorporated herein by reference. In the event of a conflict or inconsistency between the terms and provisions of the Plan and the provisions of this Restricted Stock
Unit Agreement, the Plan shall govern and control.
EX-10.55 6 d904010dex1055.htm EX-10.55 EX-10.55 5 EX-10.18 13 d793464dex1018.htm EX-10.18 EX-10.18 Exhibit
10.55 Final Version Stock-Settled 10.18 RESTRICTED STOCK
UNIT GRANT NOTICE UNDER THE
CHANGE HEALTHCARE PATRIOT NATIONAL, INC.
2019 201...4 OMNIBUS INCENTIVE PLAN Change Healthcare Inc., a Delaware corporation (Employees) Patriot National, Inc. (the "Company"), pursuant to its 2019 2014 Omnibus Incentive Plan (the "Plan"), hereby grants to the Participant set forth below the number of shares of Restricted Stock Units set forth below. The shares of Restricted Stock Units are subject to all of the terms and conditions as set forth herein, in the Restricted Stock Unit Agreement (attached hereto or previously provided to the Participant in connection with a prior grant), and in the Plan, all of which are incorporated herein in their entirety. Capitalized terms not otherwise defined herein shall have the meaning set forth in the Plan. Participant: [Insert Participant Name] Date of Grant: [Insert Grant Date] Vesting Commencement Date: Date of Grant] Number of Shares of Restricted Stock: [Insert Date] Number No. of Shares of Restricted Stock Units: [Insert No. of RSUs Granted] Vesting Schedule: Provided the Participant has not undergone a Termination at the time of each applicable vesting date (or event): (i) 25% • 100% of the Restricted Stock Units will vest on the second anniversary of date that is 180 days following the Vesting Commencement Date; provided, however, that if a Qualified MCK Exit (as defined in the Joint Venture LLC Agreement) has occurred prior to the second anniversary closing of the initial public offering of the Company, Company. In addition, (i) in the event of a Change in Control and the Participant's employment is terminated without Cause during the 24 month period following such Change in Control, the shares of Restricted Stock, to the extent not then 25% of the Restricted Stock Units will instead vested, shall fully vest on the later date of (x) the first anniversary such termination of the [Vesting Commencement Date]1[Date of Grant] and (y) the date that is 30 days after a Qualified MCK Exit; employment and (ii) an additional 25% of the Restricted Stock Units will vest on each of the second, third and fourth anniversaries of the Vesting Commencement Date (each such vesting date in (i) and (ii), a "Vesting Date"). Notwithstanding the foregoing, in the event that the Participant undergoes a Termination (i) as a result of the Participant's employment is terminated due to Participant's death prior or Disability, the shares of Restricted Stock, to any Vesting Date, the Participant extent not then vested, shall fully vest in the Participant's then-unvested Restricted Stock Units or (ii) as a result of the Participant's Disability or Retirement, in either case, prior to a Vesting Date, the Participant shall vest as to a prorated portion of the then-unvested Restricted Stock 1 Note: For pre-IPO new hire and talent promises. 2 Units granted, with such proration based on the number of days the Participant provided services from the Vesting Commencement Date to the date of Termination (or, if applicable, from the immediately prior Vesting Date to the date such termination of Termination); provided, however, that any such Restricted Stock Units shall be settled in accordance with Section 3 of the Restricted Stock Unit Agreement within 30 days following the Vesting Date originally applicable to such Restricted Stock Units. employment. * * * THE UNDERSIGNED PARTICIPANT ACKNOWLEDGES RECEIPT OF THIS RESTRICTED STOCK UNIT GRANT NOTICE, THE RESTRICTED STOCK UNIT AGREEMENT AND THE PLAN, AND, AS AN EXPRESS CONDITION TO THE GRANT OF SHARES OF RESTRICTED STOCK UNITS HEREUNDER, AGREES TO BE BOUND BY THE TERMS OF THIS RESTRICTED STOCK UNIT GRANT NOTICE, THE RESTRICTED STOCK UNIT AGREEMENT AND THE PLAN. CHANGE HEALTHCARE PATRIOT NATIONAL, INC. PARTICIPANT2 PARTICIPANT1 By: Title: 2 1 To the extent that the Company has established, either itself or through a third-party plan administrator, the ability to accept this award electronically, such acceptance shall constitute the Participant's signature hereof. 2 RESTRICTED STOCK UNIT AGREEMENT UNDER THE CHANGE HEALTHCARE PATRIOT NATIONAL, INC. 2019 2014 OMNIBUS INCENTIVE PLAN Pursuant to the Restricted Stock Units Grant Notice (the "Grant Notice") delivered to the Participant (as defined in the Grant Notice), and subject to the terms of this Restricted Stock Unit Agreement (this "Restricted Stock Unit Agreement") and the Change Healthcare Patriot National, Inc. 2019 2014 Omnibus Incentive Plan (the "Plan"), Change Healthcare Inc., a Delaware corporation Patriot National, Inc. (the "Company"), "Company") and the Participant agree as follows. Capitalized terms not otherwise defined herein shall have the same meaning as set forth in the Plan.
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Plan. The terms and provisions of the Plan are incorporated herein by reference. In the event of a conflict or inconsistency between the terms and provisions of the Plan and the provisions of this Restricted Stock Unit Agreement, the Plan shall govern and control.
EX-10.55 6 d904010dex1055.htm EX-10.55 EX-10.55 5 EX-10.4 5 ara-3312017xex104.htm EXHIBIT 10.4 Exhibit
10.55 Final Version Stock-Settled RESTRICTED STOCK UNIT GRANT
NOTICE UNDER THE CHANGE HEALTHCARE INC. 2019 NOTICEUNDER THEAMERICAN RENAL A...SSOCIATES HOLDINGS, INC.2016 OMNIBUS INCENTIVE PLAN Change Healthcare PLANAmerican Renal Associates Holdings, Inc., a Delaware corporation (the "Company"), pursuant to its 2019 2016 Omnibus Incentive Plan (the "Plan"), hereby grants to the Participant set forth below the number of Restricted Stock Units set forth below. The Restricted Stock Units are subject to all of the terms and conditions as set forth herein, in the Restricted Stock Unit Agreement (attached hereto or previously provided to the Participant in connection with a prior grant), and in the Plan, all of which are incorporated herein in their entirety. Capitalized terms not otherwise defined herein shall have the meaning set forth in the Plan. Participant: [Insert Plan.Participant:[Insert Participant Name] Date Name]Date of Grant: [Insert Grant Date] Vesting Commencement Date: [Insert Date] Number Date of Grant]Number of Restricted Stock Units: [Insert No. of RSUs Granted] Vesting Schedule: Provided Granted]Vesting Schedule:Provided the Participant has not undergone a Termination at the time of each applicable vesting date (or event): (i) 25% of the Restricted Stock Units will vest on the second anniversary of the Vesting Commencement Date; provided, however, that if a Qualified MCK Exit (as defined in the Joint Venture LLC Agreement) has occurred prior to the second anniversary of the initial public offering of the Company, then 25% of the Restricted Stock Units will instead vest on the later of (x) the first anniversary of the [Vesting Commencement Date]1[Date of Grant] and (y) the date that is 30 days after a Qualified MCK Exit; and (ii) an additional 25% one-third (1/3) of the Restricted Stock Units will vest on each of the second, third and fourth first three anniversaries of the Vesting Commencement Date (each such vesting date in (i) and (ii), a "Vesting Date"). Notwithstanding the foregoing, of Grant; provided that in the event of a Change in Control that occurs during Participant's service with the Participant undergoes a Termination (i) as a result of the Participant's death prior to any Vesting Date, the Participant shall fully vest in the Participant's then-unvested Restricted Stock Units or (ii) as a result of the Participant's Disability or Retirement, in either case, prior to a Vesting Date, the Participant shall vest as to a prorated portion of the then-unvested Restricted Stock 1 Note: For pre-IPO new hire and talent promises. 2 Units granted, with such proration based on the number of days the Participant provided services from the Vesting Commencement Date to the date of Termination (or, if applicable, from the immediately prior Vesting Date to the date of Termination); provided, however, that any such Restricted Stock Units shall be settled in accordance with Section 3 of Company, the Restricted Stock Unit Agreement within 30 days following Units, to the Vesting Date originally applicable to such Restricted Stock Units. extent not then vested or previously forfeited or canceled, will become fully vested. * * * THE *1THE UNDERSIGNED PARTICIPANT ACKNOWLEDGES RECEIPT OF THIS RESTRICTED STOCK UNIT GRANT NOTICE, THE RESTRICTED STOCK UNIT AGREEMENT AND THE PLAN, AND, AS AN EXPRESS CONDITION TO THE GRANT OF RESTRICTED STOCK UNITS HEREUNDER, AGREES TO BE BOUND BY THE TERMS OF THIS RESTRICTED STOCK UNIT GRANT NOTICE, THE RESTRICTED STOCK UNIT AGREEMENT AND THE PLAN. CHANGE HEALTHCARE PLAN.AMERICAN RENAL ASSOCIATES HOLDINGS, INC. PARTICIPANT2 PARTICIPANT1 By: Title: 2 To 1To the extent that the Company has established, either itself or through a third-party plan administrator, the ability to accept this award electronically, such acceptance shall constitute the Participant's signature hereof. RESTRICTED 2RESTRICTED STOCK UNIT AGREEMENT UNDER THE CHANGE HEALTHCARE INC. 2019 AGREEMENTUNDER THEAMERICAN RENAL ASSOCIATES HOLDINGS, INC.2016 OMNIBUS INCENTIVE PLAN Pursuant PLANPursuant to the Restricted Stock Units Grant Notice (the "Grant Notice") delivered to the Participant (as defined in the Grant Notice), and subject to the terms of this Restricted Stock Unit Agreement (this "Restricted Stock Unit Agreement") and the Change Healthcare American Renal Associates Holdings, Inc. 2019 2016 Omnibus Incentive Plan (the "Plan"), Change Healthcare American Renal Associates Holdings, 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.
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Plan. The terms and provisions of the Plan are incorporated herein by reference. In the event of a conflict or inconsistency between the terms and provisions of the Plan and the provisions of this Restricted Stock Unit Agreement, the Plan shall govern and control.
EX-10.55 6 d904010dex1055.htm EX-10.55 EX-10.55 7 EX-10.2 3 d732679dex102.htm EX-10.2 EX-10.2 Exhibit
10.55 Final Version Stock-Settled 10.2 Executive Form RESTRICTED STOCK UNIT GRANT NOTICE UNDER THE CHANGE HEALTHCARE INC. 2019 OMNIBUS INCE
...NTIVE PLAN Cash-Settled Change Healthcare Inc., a Delaware corporation (the "Company"), pursuant to its 2019 Omnibus Incentive Plan (the "Plan"), hereby grants to the Participant set forth below the number of Restricted Stock Units set forth below. The Restricted Stock Units are subject to all of the terms and conditions as set forth herein, in the Restricted Stock Unit Agreement (attached hereto or previously provided to the Participant in connection with a prior grant), and in the Plan, all of which are incorporated herein in their entirety. Capitalized terms not otherwise defined herein shall have the meaning set forth in the Plan. Participant: [Insert Participant Name] Date of Grant: [Insert Grant Date] Vesting Commencement Date: [Insert Date] Number of Restricted Stock Units: [Insert No. of RSUs Granted] Vesting Schedule: Provided the Participant has not undergone a Termination at the time of each applicable vesting date (or event): (i) 25% 100% of the Restricted Stock Units will vest on the second anniversary of the Vesting Commencement Date; provided, however, that if a Qualified MCK Exit (as defined in the Joint Venture LLC Agreement) has occurred prior to the second anniversary of the initial public offering of the Company, then 25% of the Restricted Stock Units will instead vest on the later of (x) the first anniversary of the [Vesting Commencement Date]1[Date of Grant] and (y) the date that is 30 days after a Qualified MCK Exit; and (ii) an additional 25% of the Restricted Stock Units will vest on each of the second, third and fourth anniversaries of the Vesting Commencement Date (each such vesting date in (i) and (ii), anniversary, a "Vesting Date"). Notwithstanding the foregoing, in the event that the Participant undergoes a Termination (i) as a result of the Participant's death prior to any Vesting Date, the Participant shall fully vest in the Participant's then-unvested Restricted Stock Units or Units; (ii) as a result of the Participant's Disability or Retirement, in either case, prior to a Vesting Date, the Participant shall vest as to a prorated portion of the then-unvested Restricted Stock 1 Note: For pre-IPO new hire and talent promises. 2 Units granted, with such proration based on the number of days the Participant provided services from the Vesting Commencement Date to the date of Termination (or, if applicable, from the immediately prior Vesting Date to the date of Termination); or (iii) (A) by the Service Recipient without Cause or (B) by the Participant for Good Reason, in each case, on or within 12 months following a Change in Control, the Participant shall fully vest in the Participant's then-unvested Restricted Stock Units; provided, however, that any such Restricted Stock Units shall be settled in accordance with Section 3 of the Restricted Stock Unit Agreement within 30 days following the Vesting Date originally applicable to such Restricted Stock Units. Definition: "Good Reason" means (i) a material diminution in the Participant's authority, title, duties or responsibilities, or the assignment to the Participant of any duties inconsistent with the Participant's position; (ii) a material reduction in the Participant's base salary or target bonus opportunity; (iii) relocation by more than 50 miles of the Participant's principal place of employment; or (iv) a material reduction in the level of employee benefits provided to the Participant. * * * 2 THE UNDERSIGNED PARTICIPANT ACKNOWLEDGES RECEIPT OF THIS RESTRICTED STOCK UNIT GRANT NOTICE, THE RESTRICTED STOCK UNIT AGREEMENT AND THE PLAN, AND, AS AN EXPRESS CONDITION TO THE GRANT OF RESTRICTED STOCK UNITS HEREUNDER, AGREES TO BE BOUND BY THE TERMS OF THIS RESTRICTED STOCK UNIT GRANT NOTICE, THE RESTRICTED STOCK UNIT AGREEMENT AND THE PLAN. CHANGE HEALTHCARE INC. PARTICIPANT2 PARTICIPANT By: Title: 2 To the extent that the Company has established, either itself or through a third-party plan administrator, the ability to accept this award electronically, such acceptance shall constitute the Participant's signature hereof. RESTRICTED STOCK UNIT AGREEMENT UNDER THE CHANGE HEALTHCARE INC. 2019 OMNIBUS INCENTIVE PLAN Pursuant to the Restricted Stock Units Grant Notice (the "Grant Notice") delivered to the Participant (as defined in the Grant Notice), and subject to the terms of this Restricted Stock Unit Agreement (this "Restricted 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.
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Plan. The terms and provisions of the Plan are incorporated herein by reference. In the event of a conflict or inconsistency between the terms and provisions of the Plan and the provisions of this Restricted Stock Unit Agreement, the Plan shall govern and control.
EX-10.55 6 d904010dex1055.htm EX-10.55 EX-10.55 7 EX-10.3 4 d732679dex103.htm EX-10.3 EX-10.3 Exhibit
10.55 Final Version Stock-Settled 10.3 Executive Form RESTRICTED STOCK UNIT GRANT NOTICE UNDER THE CHANGE HEALTHCARE INC. 2019 OMNIBUS INCE
...NTIVE PLAN Change Healthcare Inc., a Delaware corporation (the "Company"), pursuant to its 2019 Omnibus Incentive Plan (the "Plan"), hereby grants to the Participant set forth below the number of Restricted Stock Units set forth below. The Restricted Stock Units are subject to all of the terms and conditions as set forth herein, in the Restricted Stock Unit Agreement (attached hereto or previously provided to the Participant in connection with a prior grant), and in the Plan, all of which are incorporated herein in their entirety. Capitalized terms not otherwise defined herein shall have the meaning set forth in the Plan. Participant: [Insert Participant Name] Date of Grant: [Insert Grant Date] Vesting Commencement Date: [Insert Date] Number of Restricted Stock Units: [Insert No. of RSUs Granted] Vesting Schedule: Provided the Participant has not undergone a Termination at the time of each applicable vesting date (or event): (i) 25% of the Restricted Stock Units will vest on the second anniversary of the Vesting Commencement Date; provided, however, that if a Qualified MCK Exit (as defined in the Joint Venture LLC Agreement) has occurred prior to the second anniversary of the initial public offering of the Company, then 25% of the Restricted Stock Units will instead vest on the later of (x) the first anniversary of the [Vesting Commencement Date]1[Date of Grant] and (y) the date that is 30 days after a Qualified MCK Exit; and (ii) an additional 25% One-third (1/3) of the Restricted Stock Units will vest on each of the second, third and fourth anniversaries of the Vesting Commencement Date (each such vesting date in (i) and (ii), anniversary, a "Vesting Date"). Notwithstanding the foregoing, in the event that the Participant undergoes a Termination (i) as a result of the Participant's death prior to any Vesting Date, the Participant shall fully vest in the Participant's then-unvested Restricted Stock Units or Units; (ii) as a result of the Participant's Disability or Retirement, in either case, prior to a Vesting Date, the Participant shall vest as to a prorated portion of the then-unvested Restricted Stock 1 Note: For pre-IPO new hire and talent promises. 2 Units granted, with such proration based on the number of days the Participant provided services from the Vesting Commencement Date to the date of Termination (or, if applicable, from the immediately prior Vesting Date to the date of Termination); or (iii) (A) by the Service Recipient without Cause or (B) by the Participant for Good Reason, in each case, on or within 12 months following a Change in Control, the Participant shall fully vest in the Participant's then-unvested Restricted Stock Units; provided, however, that any such Restricted Stock Units shall be settled in accordance with Section 3 of the Restricted Stock Unit Agreement within 30 days following the Vesting Date originally applicable to such Restricted Stock Units. Definition: "Good Reason" means (i) a material diminution in the Participant's authority, title, duties or responsibilities, or the assignment to the Participant of any duties inconsistent with the Participant's position; (ii) a material reduction in the Participant's base salary or target bonus opportunity; (iii) relocation by more than 50 miles of the Participant's principal place of employment; or (iv) a material reduction in the level of employee benefits provided to the Participant. * * * 2 THE UNDERSIGNED PARTICIPANT ACKNOWLEDGES RECEIPT OF THIS RESTRICTED STOCK UNIT GRANT NOTICE, THE RESTRICTED STOCK UNIT AGREEMENT AND THE PLAN, AND, AS AN EXPRESS CONDITION TO THE GRANT OF RESTRICTED STOCK UNITS HEREUNDER, AGREES TO BE BOUND BY THE TERMS OF THIS RESTRICTED STOCK UNIT GRANT NOTICE, THE RESTRICTED STOCK UNIT AGREEMENT AND THE PLAN. CHANGE HEALTHCARE INC. PARTICIPANT2 PARTICIPANT By: Title: 2 To the extent that the Company has established, either itself or through a third-party plan administrator, the ability to accept this award electronically, such acceptance shall constitute the Participant's signature hereof. RESTRICTED STOCK UNIT AGREEMENT UNDER THE CHANGE HEALTHCARE INC. 2019 OMNIBUS INCENTIVE PLAN Pursuant to the Restricted Stock Units Grant Notice (the "Grant Notice") delivered to the Participant (as defined in the Grant Notice), and subject to the terms of this Restricted Stock Unit Agreement (this "Restricted 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.
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