Magellan Health Services, Inc.
Amendment to Agreements and Documents Governing Restricted Stock Units
This document shall be deemed a global amendment to Restricted Stock Unit ("RSU") Agreements,
Notices of Restricted Stock Grant and other documents relating to RSUs under the 2006 Plan and 2008 Plan,
granted by Magellan Health Services, Inc. ("Magellan") on or before December 31, 2008 to the
employee named below (hereinafter "Grantee") and which remain outstanding after December 31, 2008.
For purposes of Internal Revenue Code Section 409A (hereinafter "409A"), each tranche of RSUs that vests at
a separate stated vesting date or is earned by performance over a separate measuring period is deemed to be a
separate payment, and any pro rata portion of a tranche that may become vested or would not become vested
upon a termination or other event in a given calendar year will be deemed to be a separate payment. The
amendments herein are meant to confirm that the RSUs granted to Grantee will qualify under the IRS
Section 409A "short-term deferral" rules to the maximum extent possible RSUs not so qualifying under such
"short term" deferral rules are referred to herein as "409A RSUs" .
A. "Good Reason" Amendments
(1.) All agreements relating to such RSUs are hereby amended as follows (to the extent such agreements do
not already incorporate these terms):
With respect to the definition of "Good Reason," the triggering event based on reduction in salary or
reduction in bonus opportunity shall be triggered only for a material reduction, and references to
"reduction" in such definition (relating to salary or bonus) shall be changed to refer instead to "material
reduction." At the end of the provision relating to this triggering event for Good Reason, the following
provision shall be added:
For purposes of this provision, an action or actions of the Company will be deemed "material" if,