Notice of Restricted Stock Grant
Restricted Stock Award Agreement
This Restricted Stock Award Agreement (this “Agreement”) dated as of the Grant Date (the “Grant Date”) set forth in the
Notice of Restricted Stock Grant attached as Schedule A hereto (the “Grant Notice”) is made between WellPoint, Inc. (the
“Company”) and the Participant set forth in the Grant Notice. The Grant Notice is included in and made part of this Agreement.
1. Period of Restriction . The Period of Restriction with respect to the Restricted Stock shall be as set forth in the Grant
Notice (the “Period of Restriction”). The Participant acknowledges that prior to the expiration of the applicable portion of the
Period of Restriction, the Restricted Stock may not be sold, transferred, pledged, assigned, encumbered, alienated,
hypothecated or otherwise disposed of (whether voluntary or involuntary or by operation of law by judgment, levy, attachment,
garnishment or any other legal or equitable proceedings (including bankruptcy)). Upon the expiration of the applicable portion
of the Period of Restriction, the restrictions set forth in this Agreement with respect to the Restricted Stock theretofore subject
to such expired Period of Restriction shall lapse, except as may be provided in accordance with Section 9 hereof.
2. Ownership . The Participant agrees that the Participant’s ownership of the Restricted Stock will be evidenced solely by a
“book entry” ( i.e. , a computerized or manual entry) in the records of the Company or its designated stock transfer agent in the
Participant’s name. Upon expiration of the applicable portion of the Period of Restriction, the Company shall transfer the vested
shares to the Participant’s account with the Company’s captive broker.
3. Termination .
(a) Retirement . If the Participant’s Termination is due to Retirement (for purposes of this Agreement, defined as the
Participant’s Termination after attaining age fifty-five (55) with at least t