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 Agreement, the Plan shall govern and control. EX-10.21 3 adpt-20141231ex1021cc1f1.htm EX-10.21 adpt_Exhibit_1021 Exhibit 10.21 RESTRICTED STOCK GRANT NOTICEUNDER THEAdeptus Health Inc.2014 OMNIBUS INCENTIVE PLAN(Non-Employee Directors) Adeptus Health Inc. (the "Company"), pursuant to its 201
...4 Omnibus Incentive Plan (the "Plan"), hereby grants to the Participant set forth below the number of shares of Restricted Stock set forth below. The shares of Restricted Stock are subject to all of the terms and conditions as set forth herein, in the Restricted Stock 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 Date of Grant] Number of Shares of Restricted Stock: [Insert No. of Shares of Restricted Stock Granted] Vesting Schedule: Provided the Participant has not undergone a Termination at the time of each applicable vesting date (or event): [___]% of the Restricted Stock Units will vest on [__________________]; [provided, however, that in the event that (i) the Participant undergoes a Termination as a result of such Participant's death or Disability, or (ii) a Change in Control occurs, such Participant shall fully vest in such Participant's Restricted Stock Units.] *** 2 THE UNDERSIGNED PARTICIPANT ACKNOWLEDGES RECEIPT OF THIS RESTRICTED STOCK GRANT NOTICE, THE RESTRICTED STOCK AGREEMENT AND THE PLAN, AND, AS AN EXPRESS CONDITION TO THE GRANT OF SHARES OF RESTRICTED STOCK HEREUNDER, AGREES TO BE BOUND BY THE TERMS OF THIS RESTRICTED STOCK GRANT NOTICE, THE RESTRICTED STOCK AGREEMENT AND THE PLAN. Adeptus Health Inc.Participant1 ________________________________________________________________By:Title: 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. 3 RESTRICTED STOCK AGREEMENTUNDER THEAdeptus Health Inc.2014 OMNIBUS INCENTIVE PLAN Pursuant to the Restricted Stock Grant Notice (the "Grant Notice") delivered to the Participant (as defined in the Grant Notice), and subject to the terms of this Restricted Stock Agreement (this "Restricted Stock Agreement") and the Adeptus Health Inc. 2014 Omnibus Incentive Plan (the "Plan"), Adeptus Health Inc. (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 Option and
provisions all rights of the
Plan Optionee with respect thereto are
incorporated herein by reference. In the event of a conflict or inconsistency between the terms and provisions of the Plan subject to, and the
provisions of this Restricted Stock Agreement, the Plan shall govern and control. EX-10.21 3 adpt-20141231ex1021cc1f1.htm EX-10.21 adpt_Exhibit_1021 Exhibit 10.21 RESTRICTED STOCK GRANT NOTICEUNDER THEAdeptus Health Inc.2014 OMNIBUS INCENTIVE PLAN(Non-Employee Directo...rs) Adeptus Health Inc. (the "Company"), pursuant Optionee agrees to its 2014 Omnibus Incentive Plan (the "Plan"), hereby grants to the Participant set forth below the number of shares of Restricted Stock set forth below. The shares of Restricted Stock are subject to be bound by, all of the terms and conditions as of the provisions of the Plan, incorporated herein by reference, to the extent such provisions are applicable to Awards granted thereunder. The Optionee acknowledges receipt of a copy of the Plan, which is made a part hereof by this reference, and agrees to be bound by the terms thereof. Unless otherwise expressly provided in other Sections of this Agreement, provisions of the Plan that confer discretionary authority on the Board do not (and shall not be deemed to) create any rights in the Optionee unless such rights are expressly set forth herein, herein or are otherwise in the Restricted Stock Agreement (attached hereto or previously provided sole discretion of the Board specifically so conferred by appropriate action of the Board under the Plan after the date hereof. ACKNOWLEDGE AND AGREED TO: Zeta Global Holdings Corp. Optionee: a Delaware corporation By: _____________________________________ _______________________________________________ Name: Steven Vine Signature Title: Secretary 3 EX-10.9 15 d379381dex109.htm EX-10.9 EX-10.9 Exhibit 10.9 ZETA GLOBAL HOLDINGS CORP. STOCK OPTION AGREEMENT 2017 EQUITY INCENTIVE PLAN Optionee: As Set forth in Carta. Award Date: As set forth in Carta. Exercise Price (Per Share): $4.86. Number of Shares Subject to Option: As set forth in Carta. Expiration Data: Ten (10) Years. Type of Grant: ISO. Vesting Schedule: The options shall vest over a period of four years. The first 25% shall vest on the first anniversary of the date of grant set forth above and an additional 6.25% shall vest on each quarterly anniversary thereafter until 100% of the Options shall have vested. THIS AGREEMENT is among Zeta Global Holdings Corp., a Delaware corporation (the "Company"), and is granted pursuant to and subject to the Participant in connection with a prior grant), terms and conditions set forth in the Plan, all of which are incorporated herein in their entirety. Zeta Global Holdings Corp. 2017 Equity Incentive Plan (the "Plan"). Capitalized terms used herein and not otherwise defined herein shall have the meaning assigned by the Plan. WHEREAS, pursuant to the Plan, the Company has granted to the Optionee with reference to services rendered and to be rendered to the Company, effective as of the Award Date, an Option upon the terms and conditions set forth herein and in the Plan. Participant: [Insert Participant Name] Date NOW THEREFORE, in consideration of Grant: [Insert Date services rendered and to be rendered prior to exercise by the Optionee and the mutual promises made herein and the mutual benefits to be derived therefrom, the parties agree as follows: 1. Exercisability of Grant] Number of Shares of Restricted Stock: [Insert No. of Shares of Restricted Stock Granted] Option. The Option shall vest and become exercisable during its term in accordance with the Vesting Schedule: Provided the Participant has not undergone a Termination at the time of each applicable vesting date (or event): [___]% of the Restricted Stock Units will vest on [__________________]; [provided, however, that in the event that (i) the Participant undergoes a Termination Schedule as a result of such Participant's death or Disability, or (ii) a Change in Control occurs, such Participant shall fully vest in such Participant's Restricted Stock Units.] *** 2 THE UNDERSIGNED PARTICIPANT ACKNOWLEDGES RECEIPT OF THIS RESTRICTED STOCK GRANT NOTICE, THE RESTRICTED STOCK AGREEMENT AND THE PLAN, AND, AS AN EXPRESS CONDITION TO THE GRANT OF SHARES OF RESTRICTED STOCK HEREUNDER, AGREES TO BE BOUND BY THE TERMS OF THIS RESTRICTED STOCK GRANT NOTICE, THE RESTRICTED STOCK AGREEMENT AND THE PLAN. Adeptus Health Inc.Participant1 ________________________________________________________________By:Title: 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. 3 RESTRICTED STOCK AGREEMENTUNDER THEAdeptus Health Inc.2014 OMNIBUS INCENTIVE PLAN Pursuant to the Restricted Stock Grant Notice (the "Grant Notice") delivered to the Participant (as defined in the Grant Notice), set forth above and with and subject to the terms applicable provisions of the Plan and this Restricted Stock Agreement (this "Restricted Stock Agreement") Agreement. The Option may be exercised only to the extent the Option is exercisable and vested, and, In no event may the Adeptus Health Inc. 2014 Omnibus Incentive Plan (the "Plan"), Adeptus Health Inc. (the "Company") and Optionee exercise the Participant agree Option after the Expiration Date as follows. Capitalized terms not otherwise defined herein shall have the same meaning as set forth in the Plan. provided above.
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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 Agreement, the Plan shall govern and control.
EX-10.21 3 adpt-20141231ex1021cc1f1.htm EX-10.21 adpt_Exhibit_1021 4 EX-10.33 5 exhibit1033.htm EXHIBIT 10.33 Exhibit
10.21 RESTRICTED STOCK Exhibit 10.33OPTION GRANT NOTICEUNDER
THEAdeptus Health Inc.2014 THEK2M GROUP HOLDINGS, INC.2016 OMNIBUS
...INCENTIVE PLAN(Non-Employee Directors) Adeptus Health PLANK2M Group Holdings, Inc. (the "Company"), pursuant to its 2014 2016 Omnibus Incentive Plan (the "Plan"), hereby grants to the Participant set forth below the number of shares Options (each Option representing the right to purchase one share of Restricted Stock Common Stock) set forth below, at an Exercise Price per share as set forth below. The shares of Restricted Stock Options are subject to all of the terms and conditions as set forth herein, in the Restricted Stock Option 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 Date of Grant] Number Grant]Number of Shares of Restricted Stock: Options: [Insert No. of Shares Options Granted]Exercise Price: [Insert Exercise Price per share]Option Period Expiration Date: [Insert Expiration Date (e.g., Ten years from Date of Restricted Grant)]Type of Option: [Incentive Stock Granted] Vesting Schedule: Provided Option][Nonqualified Stock Option]Vesting Schedule:Provided the Participant has not undergone a Termination at the time of each applicable vesting date (or event): [___]% of the Restricted Stock Units will vest on [__________________]; [provided, however, that in the event that (i) the Participant undergoes a Termination as a result of such Participant's death or Disability, or (ii) a Change in Control occurs, such Participant shall fully vest in such Participant's Restricted Stock Units.] *** 2 THE Vesting DateShares Vested[ ][ ][ ][ ][ ][ ]* * *1THE UNDERSIGNED PARTICIPANT ACKNOWLEDGES RECEIPT OF THIS RESTRICTED STOCK OPTION GRANT NOTICE, THE RESTRICTED STOCK OPTION AGREEMENT AND THE PLAN, AND, AS AN EXPRESS CONDITION TO THE GRANT OF SHARES OF RESTRICTED STOCK OPTIONS HEREUNDER, AGREES TO BE BOUND BY THE TERMS OF THIS RESTRICTED STOCK OPTION GRANT NOTICE, THE RESTRICTED STOCK OPTION AGREEMENT AND THE PLAN. Adeptus Health Inc.Participant1 ________________________________________________________________By:Title: 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. 3 RESTRICTED STOCK PLAN.K2M Group Holdings, Inc. Participant________________________________ ________________________________By: Title: 2 OPTION AGREEMENTUNDER THEAdeptus Health Inc.2014 THEK2M Group Holdings, Inc. 2016 OMNIBUS INCENTIVE PLAN Pursuant PLANPursuant to the Restricted Stock Option Grant Notice (the "Grant Notice") delivered to the Participant (as defined in the Grant Notice), and subject to the terms of this Restricted Stock Option Agreement (this "Restricted Stock "Option Agreement") and the Adeptus Health K2M Group Holdings, Inc. 2014 2016 Omnibus Incentive Plan (the "Plan"), Adeptus Health K2M Group Holdings, Inc. (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 Agreement, Option Agreement (including the Grant Notice), the Plan shall govern and control.
EX-10.21 EX-10.2 3
adpt-20141231ex1021cc1f1.htm EX-10.21 adpt_Exhibit_1021 exhibit102.htm EXHIBIT 10.2 Exhibit
10.21 RESTRICTED STOCK Exhibit 10.2OPTION GRANT NOTICEUNDER
THEAdeptus Health Inc.2014 T...HEGATES INDUSTRIAL CORPORATION PLC2018 OMNIBUS INCENTIVE PLAN(Non-Employee Directors) Adeptus Health Inc. PLANGates Industrial Corporation plc (the "Company"), pursuant to its 2014 2018 Omnibus Incentive Plan Plan, as it may be amended and restated from time to time (the "Plan"), hereby grants to the Participant set forth below the number of shares of Restricted Stock Options (each Option representing the right to purchase one Ordinary Share) set forth below, at an Exercise Price per share as set forth below. The shares of Restricted Stock Options are subject to all of the terms and conditions as set forth herein, in the Restricted Stock Option Agreement (attached hereto or previously provided to the Participant in connection with a prior grant), hereto), 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 Date Grant Date]Vesting Commencement Date:[Insert Vesting Commencement Date]Number of Grant] Options: [Insert Number of Shares Options]Exercise Price: [Insert Exercise Price]Option Period Expiration Date: [Insert Expiration Date]Type of Restricted Stock: [Insert No. of Shares of Restricted Option: Non-qualified Stock Granted] Vesting Schedule: Provided OptionVesting Schedule:Provided that the Participant has not undergone a Termination at prior to the time of each applicable vesting date (or event): [___]% event):•25% of the Restricted Stock Units Options will vest and become exercisable on [__________________]; [provided, the first anniversary of the Vesting Commencement Date;•25% of the Options will vest and become exercisable on the second anniversary of the Vesting Commencement Date;•25% of the Options will vest and become exercisable on the third anniversary of the Vesting Commencement Date; and•The remaining unvested Options will vest and become exercisable on the fourth anniversary of the Vesting Commencement Date;provided, however, that the Options shall fully vest and become exercisable in the event that following circumstances: (i) if the Participant undergoes a Termination as a result of such Participant's death or Disability, or (ii) Disability; or(ii) immediately prior to a Change in Control occurs, such Participant shall fully vest in such Participant's Restricted Stock Units.] *** 2 Control. * * *GATES INDUSTRIAL CORPORATION PLC___________________________________ By: Title: THE UNDERSIGNED PARTICIPANT ACKNOWLEDGES RECEIPT OF THIS RESTRICTED STOCK OPTION GRANT NOTICE, THE RESTRICTED STOCK OPTION AGREEMENT AND THE PLAN, AND, AS AN EXPRESS CONDITION TO THE GRANT OF SHARES OF RESTRICTED STOCK OPTIONS HEREUNDER, AGREES TO BE BOUND BY THE TERMS OF THIS RESTRICTED STOCK OPTION GRANT NOTICE, THE RESTRICTED STOCK OPTION AGREEMENT AND THE PLAN. Adeptus Health Inc.Participant1 ________________________________________________________________By:Title: 1To PLAN.PARTICIPANT1 _____________________________________________________________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. 3 RESTRICTED STOCK hereto. OPTION AGREEMENTUNDER THEAdeptus Health Inc.2014 THEGATES INDUSTRIAL CORPORATION PLC2018 OMNIBUS INCENTIVE PLAN Pursuant PLANPursuant to the Restricted Stock Option Grant Notice (the "Grant Notice") delivered to the Participant (as defined in the Grant Notice), and subject to the terms of this Restricted Stock Option Agreement (this "Restricted Stock "Option Agreement") and the Adeptus Health Inc. 2014 Gates Industrial Corporation plc 2018 Omnibus Incentive Plan Plan, as it may be amended and restated from time to time (the "Plan"), Adeptus Health Inc. Gates Industrial Corporation plc (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 Agreement, the Plan shall govern and
control. EX-10.21 3 adpt-20141231ex1021cc1f1.htm EX-10.21 adpt_Exhibit_1021 control.15. Section 409A. It is intended that the Restricted Stock Units granted hereunder shall be exempt from Section 409A of the Code pursuant to the "short-term deferral" rule... applicable to such section, as set forth in the regulations or other guidance published by the Internal Revenue Service thereunder. 4 EX-10.35 7 exhibit1035.htm EXHIBIT 10.35 Exhibit 10.21 RESTRICTED Exhibit 10.35RESTRICTED STOCK UNIT GRANT NOTICEUNDER THEAdeptus Health Inc.2014 THEK2M GROUP HOLDINGS, INC. 2016 OMNIBUS INCENTIVE PLAN(Non-Employee Directors) Adeptus Health PLANK2M Group Holdings, Inc. (the "Company"), pursuant to its 2014 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 Date of Grant] Number of Shares Grant]Number of Restricted Stock: Stock Units: [Insert No. of Shares of Restricted Stock Granted] Vesting Schedule: Provided Units Granted]Vesting Schedule:Provided the Participant has not undergone a Termination at the time of each applicable vesting date (or event): [___]% of the Restricted Stock Units will vest on [__________________]; [provided, however, that in the event that (i) the Participant undergoes a Termination as a result of such Participant's death or Disability, or (ii) a Change in Control occurs, such Participant shall fully vest in such Participant's Restricted Stock Units.] *** 2 THE Vesting DateShares Vested[ ][ ][ ][ ][ ][ ]* * *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. Adeptus Health Inc.Participant1 ________________________________________________________________By:Title: 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. 3 RESTRICTED PLAN.K2M Group Holdings, Inc. Participant________________________________ ________________________________By: Title: 2RESTRICTED STOCK UNIT AGREEMENTUNDER THEAdeptus Health Inc.2014 THEK2M Group Holdings, Inc. 2016 OMNIBUS INCENTIVE PLAN Pursuant PLANPursuant to the Restricted Stock Unit 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 Adeptus Health K2M Group Holdings, Inc. 2014 2016 Omnibus Incentive Plan (the "Plan"), Adeptus Health K2M Group Holdings, Inc. (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-10.21 3 adpt-20141231ex1021cc1f1.htm EX-10.21 adpt_Exhibit_1021 EX-10.6 7 chng-20220630xex10_6.htm EX-10.6 Exhibit
10.21 106 Exhibit AU.S. Form - Executives RESTRICTED STOCK
UNIT GRANT NOTICEUNDER
THEAdeptus Health Inc.2014 THECHANGE HE...ALTHCARE INC.2019 OMNIBUS INCENTIVE PLAN(Non-Employee Directors) Adeptus Health Inc. PLAN Change Healthcare Inc., a Delaware corporation (the "Company"), pursuant to its 2014 2019 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:[Insert Participant Name] Date of Grant: [Insert Date of Grant] Grant:[Insert Date] Vesting Commencement Date:[Insert Date] Number of Shares of Restricted Stock: [Insert No. of Shares of Restricted Stock Units:[Insert No. of RSUs Granted] Vesting Schedule: Provided Schedule:Provided the Participant has not undergone a Termination at the time of each applicable vesting date (or event): [___]% of event), the Restricted Stock Units will vest in twelve equal quarterly installments over three years from the Vesting Commencement Date, such as to be 100% vested on [__________________]; [provided, however, the date that is third anniversary of the Vesting Commencement Date (each such quarterly vesting date, a "Vesting Date"). Notwithstanding the foregoing, in the event that (i) the Participant undergoes a Termination (i) as a result of such the Participant's death or Disability, or (ii) a Change in Control occurs, such prior to any Vesting Date, the Participant shall fully vest in such the Participant's then-unvested Restricted Stock Units.] *** 2 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 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 termination date. 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) a 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. * * * 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. Adeptus Health Inc.Participant1 ________________________________________________________________By:Title: 1To CHANGE HEALTHCARE Inc.Participant ________________________________________________________________By: Title: __________________________ 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. 3 RESTRICTED STOCK UNIT AGREEMENTUNDER THEAdeptus Health Inc.2014 THEchange 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 Adeptus Health Change Healthcare Inc. 2014 2019 Omnibus Incentive Plan (the "Plan"), Adeptus Health Inc. Change Healthcare Inc., a Delaware corporation (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
Agreement, Agreement (including the Grant Notice), the Plan shall govern and control.
EX-10.21 3 adpt-20141231ex1021cc1f1.htm EX-10.21 adpt_Exhibit_1021 EX-10.3 4 exhibit103.htm EXHIBIT 10.3 Exhibit
10.21 RESTRICTED Exhibit 10.3RESTRICTED STOCK GRANT NOTICEUNDER
THEAdeptus Health Inc.2014 TH...EGATES INDUSTRIAL CORPORATION PLC2018 OMNIBUS INCENTIVE PLAN(Non-Employee Directors) Adeptus Health Inc. PLANTIME-BASED VESTING AWARDGates Industrial Corporation plc (the "Company"), pursuant to its 2014 2018 Omnibus Incentive Plan Plan, as it may be amended and restated from time to time (the "Plan"), hereby grants to the Participant set forth below the number of shares of Restricted Stock set forth below. The shares of Restricted Stock are subject to all of the terms and conditions as set forth herein, in the Restricted Stock Agreement (attached hereto or previously provided to the Participant in connection with a prior grant), hereto), 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: Plan.Participant:[Insert Participant Name]Vesting Commencement Date: [Insert Participant Name] Date of Grant: [Insert Date of Grant] Number Grant Date]Number of Shares of Restricted Stock: [Insert No. of Shares of Restricted Stock 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): [___]% event):•25% of the shares of Restricted Stock will vest on the first anniversary of the Vesting Commencement Date;•25% of the shares of Restricted Stock will vest on the second anniversary of the Vesting Commencement Date;•25% of the shares of Restricted Stock will vest on the third anniversary of the Vesting Commencement Date; and•The remaining unvested shares of Restricted Stock will vest on the fourth anniversary of the Vesting Commencement Date;provided, however, that the Restricted Stock Units will shall fully vest on [__________________]; [provided, however, that in the event that following circumstances: (i) if the Participant undergoes a Termination as a result of such Participant's death or Disability, Disability; or (ii) immediately prior to a Change in Control occurs, such Participant shall fully vest in such Participant's Restricted Stock Units.] *** 2 THE Control. * * *GATES INDUSTRIAL CORPORATION PLC ________________________________ By: Title:THE UNDERSIGNED PARTICIPANT ACKNOWLEDGES RECEIPT OF THIS RESTRICTED STOCK GRANT NOTICE, THE RESTRICTED STOCK AGREEMENT AND THE PLAN, AND, AS AN EXPRESS CONDITION TO THE GRANT OF SHARES OF RESTRICTED STOCK HEREUNDER, AGREES TO BE BOUND BY THE TERMS OF THIS RESTRICTED STOCK GRANT NOTICE, THE RESTRICTED STOCK AGREEMENT AND THE PLAN. Adeptus Health Inc.Participant1 ________________________________________________________________By:Title: 1To PLAN.PARTICIPANT1 _____________________________________________________________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. 3 hereto. TIME-BASED RESTRICTED STOCK AGREEMENTUNDER THEAdeptus Health Inc.2014 THEGATES INDUSTRIAL CORPORATION PLC2018 OMNIBUS INCENTIVE PLAN Pursuant PLANPursuant to the Restricted Stock Grant Notice (the "Grant Notice") delivered to the Participant (as defined in the Grant Notice), and subject to the terms of this Restricted Stock Agreement (this "Restricted Stock Agreement") and the Adeptus Health Inc. 2014 Gates Industrial Corporation plc 2018 Omnibus Incentive Plan Plan, as it may be amended and restated from time to time (the "Plan"), Adeptus Health Inc. Gates Industrial Corporation plc (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 Agreement, the Plan shall govern and control.
EX-10.21 3 adpt-20141231ex1021cc1f1.htm EX-10.21 adpt_Exhibit_1021 EX-10.20 2 adpt-20141231ex1020ebd80.htm EX-10.20 adpt_Exhibit_1020 Exhibit
10.21 10.20 RESTRICTED STOCK GRANT NOTICEUNDER THEAdeptus Health Inc.2014 OMNIBUS INCENTIVE
PLAN(Non-Emp...loyee Directors) PLAN Adeptus Health Inc. (the "Company"), pursuant to its 2014 Omnibus Incentive Plan (the "Plan"), hereby grants to the Participant set forth below the number of shares of Restricted Stock set forth below. The shares of Restricted Stock are subject to all of the terms and conditions as set forth herein, in the Restricted Stock 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 Date of Grant] Number of Shares of Restricted Stock: [Insert No. of Shares of Restricted Stock Granted] Vesting Schedule: Provided the Participant has not undergone a Termination at the time of each applicable vesting date (or event): [___]% The restricted units shall vest according to the following schedule, provided that Executive remains employed by the Company as of each vesting date below: 1) [ ]% of the Restricted Stock Units will vest shall become vested on [__________________]; [provided, however, the one-year anniversary of this agreement (such date, the "First Vesting Date"), and 2) [ ]% of the Restricted Units shall become vested ratably on a quarterly basis during the [ ] -year period beginning on the First Vesting Date such that 100% of the Restricted Units shall become vested on the [ ]-year anniversary of this agreement. In addition, in the event that (i) of the Participant undergoes a Participant's Termination as a result of such Participant's due to death or Disability, Disability or (ii) the Participant's Termination by the Service Recipient without Cause, in each case, occurring at any time following a Change in Control occurs, such Participant Control, the shares of Restricted Stock, to the extent not then vested, shall fully vest in vest; provided, however, that no such Participant's additional vesting shall occur if the shares of Restricted Stock Units.] are assumed or substituted as contemplated under Section 12 of the Plan. *** 2 THE UNDERSIGNED PARTICIPANT ACKNOWLEDGES RECEIPT OF THIS RESTRICTED STOCK GRANT NOTICE, THE RESTRICTED STOCK AGREEMENT AND THE PLAN, AND, AS AN EXPRESS CONDITION TO THE GRANT OF SHARES OF RESTRICTED STOCK HEREUNDER, AGREES TO BE BOUND BY THE TERMS OF THIS RESTRICTED STOCK GRANT NOTICE, THE RESTRICTED STOCK AGREEMENT AND THE PLAN. Adeptus Health Inc.Participant1 ________________________________________________________________By:Title: 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. 3 RESTRICTED STOCK AGREEMENTUNDER THEAdeptus Health Inc.2014 OMNIBUS INCENTIVE PLAN Pursuant to the Restricted Stock Grant Notice (the "Grant Notice") delivered to the Participant (as defined in the Grant Notice), and subject to the terms of this Restricted Stock Agreement (this "Restricted Stock Agreement") and the Adeptus Health Inc. 2014 Omnibus Incentive Plan (the "Plan"), Adeptus Health Inc. (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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