EX-10.2






Exhibit 10.2




HEALTHSPRING, INC.




AMENDED AND RESTATED EMPLOYMENT AGREEMENT




     THIS
AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”)
is made as of this 19th day
of April, 2009 (the “Effective Date”) between HealthSpring, Inc., a Delaware corporation
(the “Company”), and Gerald V. Coil (“Executive”).



               WHEREAS, Company and Executive entered into that certain Employment Agreement as of December
31, 2006 (the “Original Agreement”); and,



               WHEREAS, in connection with the restructuring of various organizational reporting
responsibilities, the Company has requested Executive to assume certain new responsibilities on
behalf of the Company and Executive has agreed to do so; and



               WHEREAS, the parties wish to amend and restate the Original Agreement in its entirety.


NOW THEREFORE, in consideration of the mutual covenants contained herein and other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties
hereto agree as follows:




     1. Employment. The Company shall employ Executive, and Executive hereby accepts
employment with the Company, upon the terms and conditions set forth in this Agreement for the
period beginning on the Effective Date and ending as provided in paragraph 4 hereof (the
“Employment Period”).



     2. Position and Duties.



          (a) During the Employment Period, Executive shall serve as the Executive Vice President —
Chief Innovation Officer of the Company and shall have the duties, responsibilities, functions and
authority of an executive officer of the Company, subject to the power and authority of the
Company’s President to expand or limit such duties, responsibilities, functions and authority.
During the Employment Period, Executive shall render such administrative, financial and other
executive and managerial services to the Company and its Subsidiaries (as defined below) as the
President may from time to time reasonably direct.




          (b) During the Employment Period, Executive shall report to the Company’s President and shall
devote his full business time and attention (except for permitted vacation periods and reasonable
periods of illness or other incapacity) to the business and affairs of the Company and its
Subsidiaries. Executive shall perform his duties, responsibilities and functions to the Company and
its Subsidiaries hereunder in good faith in a diligent, trustworthy and professional manner and
shall comply with the Company’s and its Subsidiaries’ policies and procedures in all material
respects. During the Employment Period, Executive shall not serve as an officer or director of, or
otherwise perform services for compensation for, any other entity without the prior written consent
of the Board (which shall not be unreasonably withheld, conditioned or delayed); provided
that Executive may participate on boards of charitable entities or other civic entities so
long as such service does not materially interfere with Executive’s duties under this Agreement.




          (c) For purposes of this Agreement, “Subsidiaries” shall mean any corporation or other
entity of which the securities or other ownership interests having the voting power to elect a
majority of the board of directors or other governing body are, at the time of determination, owned
by the Company, directly or through one or more Subsidiaries.




     3. Compensation and Benefits.



          (a) During the Employment Period, Executive’s base salary shall be $400,000 per annum or such
higher rate as the Board may determine from time to time (as adjusted from time to time, the
“Base Salary”), which salary shall be payable by the Company or one of its Subsidiaries in
regular installments in accordance with such entity’s general payroll practices (in effect from
time to time). In addition, during the Employment Period, Executive shall be entitled to
participate in all of the Company’s employee benefit programs for which senior executive employees




 









 







of the Company and its Subsidiaries are generally eligible. During the Employment Period, Executive
shall also be entitled to 200 PTO hours each calendar year in accordance with the Company’s
policies, which if not taken during any year may not be carried forward, other than with respect to
40 PTO hours per year, to any subsequent calendar year and no compensation shall be payable in
lieu thereof. The Company or one of its affiliates or Subsidiaries shall obtain and maintain
customary directors’ and officers’ liability insurance coverage covering Executive on terms
reasonably satisfactory to the Board.




          (b) In addition to the Base Salary, Executive shall be eligible for an annual bonus in an
amount up to 75% of the Base Salary then in effect following the end of each fiscal year of the
Company, based upon the achievement by Executive of personal performance objectives as determined
in the subjective judgment of the President and recommended to and approved by the Compensation
Committee of the Board. Such bonus shall be paid on or before March 31 of the following year.




          (c) During the Employment Period, the Company or one of its Subsidiaries shall reimburse
Executive for all reasonable business expenses incurred by him in the course of performing his
duties and responsibilities under this Agreement which are consistent with the Company’s and its
Subsidiaries’ policies in effect from time to time with respect to travel, entertainment and other
business expenses, subject to the Company’s and its Subsidiaries’ requirements with respect to
reporting and documentation of such expenses.




          (d) All amounts payable to Executive as compensation hereunder shall be subject to all
required and customary withholding by the Company.




     4. Term.



          (a) The Employment Period will continue until the earliest to occur of (i) December 31, 2009
(subject to the right of the Company to extend the Employment Period until December 31, 2010 as
provided herein); (ii) Executive’s resignation, Disability (as defined in paragraph 4(f)
below) or death, and (iii) the Board decides to terminate Executive’s employment with or without
Cause (as defined in paragraph 4(e) below). Except as otherwise provided herein, any
termination of the Employment Period by the Company shall be effective as specified in a written
notice from the Company to Executive. The Company shall have the option to extend the Employment
Period for an additional year until December 31, 2010 on written notice to Executive on or before
November 30, 2009.




          (b) Upon (i) the expiration of the Employment Period, (ii) the termination of the Employment
Period by the Company without Cause, or (iii) upon Executive’s resignation for any reason
(including Disability or death) on or before December 31, 2009, or for Good Reason (as defined in
paragraph 4(g) below), after December 31, 2009, Executive, or his estate, as applicable, shall be
entitled to (x) continue to receive his Base Salary payable in regular installments and to
participate in employee benefit programs for senior executive employees (other than bonus and
incentive compensation plans), at the Company’s cost, to the extent permitted under the terms of
such programs and under applicable law, as special severance payments from the date of termination
for a period of twelve months thereafter (the “Severance Period”) and (y) $100,000 in cash,
payable on the date that is six months and one day following termination of the Employment Period,
if and only if Executive has executed and delivered to the Company the General Release
substantially in form and substance as set forth in Exhibit A attached hereto and the
General Release has become effective, and only so long as Executive has not revoked or breached the
provisions of the General Release or breached the provisions of paragraphs 5, 6 or
7 hereof and does not apply for unemployment compensation chargeable to the Company or any
Subsidiary during the Severance Period, and Executive shall not be entitled to any other salary,
compensation or benefits after termination of the Employment Period, except as specifically
provided for in the Company’s employee benefit plans or as otherwise expressly required by
applicable law.




               In the event the receipt of amounts payable pursuant to this paragraph 4(b) within six
months of the date of the Executive’s termination would cause the Executive to be subject to tax
under Section 409A of the Internal Revenue Code of 1986, as amended, then payment of such amounts
shall be delayed until the date that is six months following Executive’s termination date.



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          (c) If the Employment Period is terminated by the Company for Cause or is terminated pursuant
to clause (a)(ii) above (other than termination by Executive pursuant to clause (b)(iii) above),
Executive shall only be entitled to receive his Base Salary through the date of termination and
shall not be entitled to any other salary, compensation or benefits from the Company or any of its
Subsidiaries thereafter, except as otherwise specifically provided for under the Company’s employee
benefit plans or as otherwise expressly required by applicable law.




          (d) Except as otherwise expressly provided herein, all of Executive’s rights to salary,
bonuses, employee benefits and other compensation hereunder which would have accrued or become
payable after the termination of the Employment Period shall cease upon such termination, other
than those expressly required under applicable law (such as COBRA). The Company may offset any
amounts Executive owes the Company or any of its Subsidiaries against any amounts the Company or
any of its Subsidiaries owes Executive hereunder. Upon the expiration or termination of the
Employment Period in accordance with this Agreement, all stock options, restricted stock, or equity
awards previously granted to Executive will be governed by the terms of the respective award
agreements and plans governing such awards; provided, however, that if the Employment Period is
terminated by the Company for any reason other than for Cause or by the Employee for any reason,
with respect to any shares of Company common stock purchased by Executive under the HealthSpring
2008 Management Stock Purchase Plan (the “MSPP”), for which restrictions have not lapsed, Executive
shall be entitled to receive the greater of (i) the fair market value of the shares on the date of
termination, or (ii) the cash value of the bonus amount deferred (in accordance with the terms of
the MSPP).




          (e) For purposes of this Agreement, “Cause” shall mean with respect to Executive one
or more of the following: (i) the conviction of a felony or other crime involving moral turpitude
or the commission of any other act or omission involving material dishonesty or fraud with respect
to the Company or any of its Subsidiaries, (ii) reporting to work under the influence of illegal
drugs, the use of illegal drugs (whether or not at the workplace) or other repeated conduct causing
the Company or any of its Subsidiaries substantial public disgrace or disrepute or substantial
economic harm, which is not cured within 20 days following written notice thereof to the Executive,
(iii) material and repeated failure to perform his duties as reasonably directed by the Board or
the Company’s President, which is not cured within 20 days following written notice thereof to the
Executive, (iv) breach of fiduciary duty or engaging in gross negligence or willful misconduct with
respect to the Company or any of its Subsidiaries or (v) any other material breach of this
Agreement which is not cured within 20 days after written notice thereof to Executive.




          (f) For purposes of this Agreement, “Disability” shall mean the disability of
Executive caused by any physical or mental injury, illness or incapacity as a result of which
Executive is unable to effectively perform or fails to perform the essential functions of
Executive’s duties for 90 consecutive days or 120 days during any 12-month period.




          (g) For purposes of this Agreement, “Good Reason” shall mean if Executive resigns from
employment with the Company and its Subsidiaries prior to the end of the Employment Period as a
result of one or more of the following reasons: (i) the Company reduces the amount of the Base
Salary, (ii) the Company materially reduces his responsibilities, in each case which is not cured
within 20 days after written notice thereof to the Company, (iii) the relocation of the Company’s
principal executive offices and/or the location at which Executive provides services pursuant to
this Agreement to a location outside the metropolitan Nashville, Tennessee area, or (iv) the
Company’s material breach of this Agreement; provided that written notice of Executive’s
resignation for Good Reason must be delivered to the Company within 45 days after the occurrence of
any such event in order for Executive’s resignation with Good Reason to be effective hereunder.




     5. Confidential Information.



          (a) Executive acknowledges that the information, observations and data (including trade
secrets) obtained by him while employed by the Company and its Subsidiaries concerning the business
or affairs of the Company or any Subsidiary (“Confidential Information”) are the property
of the Company or such Subsidiary. Therefore, Executive agrees that, except as set forth in, and
pursuant to, this paragraph 5(a), he shall not disclose to any unauthorized person or
entity or use for his own purposes any Confidential Information or any confidential or proprietary
information of other persons or entities in the possession of the Company and its Subsidiaries
(“Third Party




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Information”), without the prior written consent of the Board, unless and to
the extent that the Confidential
Information or Third Party Information becomes generally known to and available for use by the
public other than as a result of Executive’s acts or omissions. In the event that Executive is
requested or required (by oral question or request for information or documents in any legal
proceeding, interrogatory, subpoena, civil investigative demand, or similar process) to disclose
any Confidential Information, such Executive shall notify the Company promptly of the request or
requirement so that the Company may seek an appropriate protective order or waive compliance with
the provisions of this Section. If, in the absence of a protective order or the receipt of a waiver
hereunder, Executive is, on the advice of counsel, compelled to disclose any Confidential
Information to any tribunal, such Executive may disclose the Confidential Information to the
tribunal; provided that such disclosing Executive shall use his best efforts to assist the Company
to obtain, at the request of the Company (and at the Company’s sole expense), an order or other
assurance that confidential treatment shall be accorded to such portion of the Confidential
Information required to be disclosed as the Company shall designate. Executive shall deliver to the
Company at the termination of the Employment Period, or at any other time the Company may request,
all memoranda, notes, plans, records, reports, computer files, disks and tapes, printouts and
software and other documents and data (and copies thereof) embodying or relating to Third Party
Information, Confidential Information, Work Product (as defined below) or the business of the
Company or any of its Subsidiaries which he may then possess or have under his control.




          (b) Executive shall be prohibited from using or disclosing any confidential information or
trade secrets that Executive may have learned through any prior employment. If at any time during
this employment with the Company or any Subsidiary, Executive believes he is being asked to engage
in work that will, or will be likely to, jeopardize any confidentiality or other obligations
Executive may have to former employers, Executive shall immediately advise the President so that
Executive’s duties can be modified appropriately. Executive represents and warrants to the Company
that Executive took nothing with him which belonged to any former employer when Executive left his
prior position and that Executive has nothing that contains any information which belongs to any
former employer. If at any time Executive discovers this is incorrect, Executive shall promptly
return any such materials to Executive’s former employer. The Company does not want any such
materials, and Executive shall not be permitted to use or refer to any such materials in the
performance of Executive’s duties hereunder.




     6. Intellectual Property, Inventions and Patents.



               Executive acknowledges that all discoveries, concepts, ideas, inventions, innovations,
improvements, developments, methods, designs, analyses, drawings, reports, patent applications,
copyrightable work and mask work (whether or not including any Confidential Information) and all
registrations or applications related thereto, all other proprietary information and all similar or
related information (whether or not patentable) which relate to the Company’s or any of its
Subsidiaries’ actual or anticipated business, research and development or existing or future
products or services and which are conceived, developed or made by Executive (whether alone or
jointly with others) while employed by the Company and its Subsidiaries, whether before or after
the date of this Agreement (“Work Product”), belong to the Company or such Subsidiary.
Executive shall promptly disclose all patentable inventions and other material Work Product to the
Board and, at the Company’s expense, perform all actions reasonably requested by the Board (whether
during or after the Employment Period) to establish and confirm such ownership (including, without
limitation, assignments, consents, powers of attorney and other instruments). Executive
acknowledges that all Work Product shall be deemed to constitute “works made for hire” under the
U.S. Copyright Act of 1976, as amended. In accordance with Title 19, Section 805 of the Delaware
Code, Executive is hereby advised that this paragraph 6 regarding the Company’s and its
Subsidiaries’ ownership of Work Product does not apply to any invention for which no equipment,
supplies, facilities or trade secret information of the Company or any Subsidiary was used and
which was developed entirely on Executive’s own time, unless (i) the invention relates to the
business of the Company or any Subsidiary or to the Company’s or any Subsidiaries’ actual or
demonstrably anticipated research or development or (ii) the invention results from any work
performed by Executive for the Company or any Subsidiary.



     7. Non-Compete, Non-Solicitation.



          (a) In further consideration of the compensation to be paid to Executive hereunder, Executive
acknowledges that during the course of his employment with the Company and its Subsidiaries he
shall become familiar with the Company’s and its Subsidiaries’ trade secrets and with other
Confidential Information concerning the Company and



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its predecessors and Subsidiaries and that his
services have been and shall continue to be of special, unique and
extraordinary value to the Company and its Subsidiaries, and therefore Executive agrees that,
during the Employment Period and for twelve months thereafter (the “Noncompete Period”), he
shall not directly or indirectly own any interest in, manage, control, participate in, consult
with, render services for, be employed in an executive, managerial or administrative capacity by,
or in any manner engage in any business within the United States engaging in the businesses of the
Company or its Subsidiaries, as such businesses exist during the Employment Period or, as of the
date of termination or expiration of the Employment Period, are contemplated to exist during the
twelve-month period following the date of termination or expiration of the Employment Period (the
“Restricted Business”). Nothing herein shall prohibit Executive from (i) being a passive
owner of not more than 2% of the outstanding stock of any class of a corporation which is publicly
traded, so long as Executive has no active participation in the business of such corporation, (ii)
becoming employed, engaged, associated or otherwise participating with a separately managed
division or Subsidiary of a competitive business that does not engage in the Restricted Business
(provided that services are provided only to such division or Subsidiary), or (iii) accepting
employment with any federal, state, or local governmental subdivision or agency, or any government
owned or operated health plan




          (b) During the Noncompete Period, Executive shall not directly or indirectly through another
person or entity (i) induce or attempt to induce any employee of the Company or any Subsidiary to
leave the employ of the Company or such Subsidiary, or in any way interfere with the relationship
between the Company or any Subsidiary and any employee thereof, (ii) hire any person who was an
employee of the Company or any Subsidiary at any time during the 18-month period immediately prior
to the termination of the Employment Period or (iii) induce or attempt to induce any customer,
supplier, licensee, licensor, franchisee or other business relation of the Company or any
Subsidiary to cease doing business with the Company or such Subsidiary, or in any way interfere
with the relationship between any such customer, supplier, licensee or business relation and the
Company or any Subsidiary (including, without limitation, making any negative or disparaging
statements or communications regarding the Company or its Subsidiaries). Notwithstanding the
foregoing, nothing in this Agreement shall prohibit Executive from employing an individual (i) with
the consent of the Company or (ii) who responded to general solicitations in publications or on
websites, or through the use of search firms, so long as such general solicitations or search firm
activities are not targeted specifically at an employee of the Company or any of its Subsidiaries.
In addition, nothing in this Agreement will prohibit the making of any truthful statements made by
any Person in response to a lawful subpoena or legal proceeding or to enforce such Person’s rights
under this Agreement, or any other agreement between Executive, the Company and its Subsidiaries.




     8. Enforcement.



               If, at the time of enforcement of paragraph 5, 6 or 7 of this
Agreement, a court holds that the restrictions stated herein are unreasonable under circumstances
then existing, the parties hereto agree that the maximum period, scope or geographical area
reasonable under such circumstances shall be substituted for the stated period, scope or area and
that the court shall be allowed to revise the restrictions contained herein to cover the maximum
period, scope and area permitted by law. Because Executive’s services are unique and because
Executive has access to Confidential Information and Work Product, the parties hereto agree that
the Company and its Subsidiaries would suffer irreparable harm from a breach of paragraph
5, 6 or 7 by Executive and that money damages would not be an adequate remedy
for any such breach of this Agreement. Therefore, in the event a breach or threatened breach of
this Agreement, the Company or its successors or assigns, in addition to other rights and remedies
existing in their favor, shall be entitled to specific performance and/or injunctive or other
equitable relief from a court of competent jurisdiction in order to enforce, or prevent any
violations of, the provisions hereof (without posting a bond or other security). In addition, in
the event of a breach or violation by Executive of paragraph 7, the Noncompete Period shall
be automatically extended by the amount of time between the initial occurrence of the breach or
violation and when such breach or violation has been duly cured. Executive acknowledges that the
restrictions contained in paragraph 7 are reasonable and that he has reviewed the
provisions of this Agreement with his legal counsel.



     9. Executive’s Representations.



               Executive hereby represents and warrants to the Company that (i) the execution, delivery and
performance of this Agreement by Executive do not and shall not conflict with, breach, violate or
cause a default under any



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contract, agreement, instrument, order, judgment or decree to which
Executive is a party or by which he is bound,
(ii) Executive is not a party to or bound by any employment agreement, noncompete agreement or
confidentiality agreement with any other person or entity, and (iii) upon the execution and
delivery of this Agreement by the Company, this Agreement shall be the valid and binding obligation
of Executive, enforceable in accordance with its terms. Executive hereby acknowledges and
represents that he has consulted with independent legal counsel regarding his rights and
obligations under this Agreement and that he fully understands the terms and conditions contained
herein. The Company hereby represents and warrants to Executive that (i) the execution, delivery
and performance of this Agreement by the Company do not and shall not conflict with, breach,
violate or cause a default under any contract, agreement, instrument, order, judgment or decree to
which the Company is a party or by which it is bound and (ii) upon the execution and delivery of
this Agreement by Executive, this Agreement shall be the valid and binding obligation of the
Company, enforceable in accordance with its terms.




     10. Survival.



               Paragraphs 4 through 23, inclusive, shall survive and continue in full force
in accordance with their terms notwithstanding the expiration or termination of the Employment
Period.



     11. Notices.



               Any notice provided for in this Agreement shall be in writing and shall be either personally
delivered, sent by reputable overnight courier service or mailed by first class mail, return
receipt requested, to the recipient at the address below indicated:



Notices to Executive:




Gerald V. Coil

309 Seven Springs Way

Brentwood, TN 37027




Notices to the Company:




HealthSpring, Inc.

9009 Carothers Parkway, Suite 501

Brentwood, TN 37067

Attn: Corporate Secretary

facsimile: (615) 401-4566



Or such other address or to the attention of such other person as the recipient party shall have
specified by prior written notice to the sending party. Any notice under this Agreement shall be
deemed to have been given when so delivered, sent or mailed.




     12. Severability.



               Whenever possible, each provision of this Agreement shall be interpreted in such manner as to
be effective and valid under applicable law, but if any provision of this Agreement is held to be
invalid, illegal or unenforceable in any respect under any applicable law or rule in any
jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision
of this Agreement or any action in any other jurisdiction, but this Agreement shall be reformed,
construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision
had never been contained herein.



     13. Complete Agreement.



               This Agreement, those documents expressly referred to herein and other documents of even date
herewith embody the complete agreement and understanding among the parties and supersede and
preempt any prior



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understandings, agreements or representations by or among the parties, written or
oral, which may have related to the subject matter hereof.




     14. No Strict Construction.



               The language used in this Agreement shall be deemed to be the language chosen by the parties
hereto to express their mutual intent, and no rule of strict construction shall be applied against
any party.



     15. Counterparts.


This Agreement may be executed in separate counterparts, each of which is deemed to be an original
and all of which taken together constitute one and the same agreement.



     16. Successors and
Assigns.




               This Agreement is intended to bind and inure to the benefit of and be enforceable by
Executive, the Company and their respective heirs, successors and assigns, except that Executive
may not assign his rights or delegate his duties or obligations hereunder without the prior written
consent of the Company.



     17. Choice of Law.



               All issues and questions concerning the construction, validity, enforcement and interpretation
of this Agreement and the exhibits and schedules hereto shall be governed by, and construed in
accordance with, the laws of the State of Delaware, without giving effect to any choice of law or
conflict of law rules or provisions (whether of the State of Delaware or any other jurisdiction)
that would cause the application of the laws of any jurisdiction other than the State of Delaware.



     18. Amendment and Waiver.



               The provisions of this Agreement may be amended or waived only with the prior written consent
of the Company (as approved by the Board) and Executive, and no course of conduct or course of
dealing or failure or delay by any party hereto in enforcing or exercising any of the provisions of
this Agreement (including, without limitation, the Company’s right to terminate the Employment
Period for any reason) shall affect the validity, binding effect or enforceability of this
Agreement or be deemed to be an implied waiver of any provision of this Agreement.



     19. Insurance.



               The Company may, at its discretion, apply for and procure in its own name and for its own
benefit life and/or disability insurance on Executive in any amount or amounts considered
advisable. Executive agrees to reasonably cooperate in any medical or other examination, supply any
information reasonably requested and execute and deliver any applications or other instruments in
writing as may be reasonably necessary to obtain and constitute such insurance. Executive hereby
represents that he has no reason to believe that his life is not insurable at rates now prevailing
for healthy men of his age.



     20. Indemnification and Reimbursement of Payments on Behalf of Executive.



               The Company and its Subsidiaries shall be entitled to deduct or withhold from any amounts
owing from the Company or any of its Subsidiaries to Executive any federal, state, local or foreign
withholding taxes, excise tax, or employment taxes (“Taxes”) imposed with respect to
Executive’s compensation (including, without limitation, wages, bonuses, dividends, the receipt or
exercise of equity options and/or the receipt or vesting of restricted equity). In the event the
Company or any of its Subsidiaries does not make such deductions or withholdings, Executive shall
indemnify the Company and its Subsidiaries for any amounts paid with respect to any such Taxes.



     21. Consent to Jurisdiction.



               EACH OF THE PARTIES HERETO SUBMITS TO THE JURISDICTION OF ANY STATE OR FEDERAL COURT SITTING
IN NASHVILLE, TENNESSEE, IN ANY ACTION OR PROCEEDING ARISING



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OUT OF OR RELATING TO THIS AGREEMENT
OR THE TRANSACTIONS CONTEMPLATED HEREIN AND AGREES THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR
PROCEEDING MAY BE HEARD
AND DETERMINED IN ANY SUCH COURT. EACH OF THE PARTIES HERETO WAIVES ANY DEFENSE OF
INCONVENIENT FORUM TO THE MAINTENANCE OF ANY ACTION OR PROCEEDING SO BROUGHT AND WAIVES ANY BOND,
SURETY OR OTHER SECURITY THAT MIGHT BE REQUIRED OF ANY OTHER PARTY WITH RESPECT THERETO. ANY PARTY
MAY MAKE SERVICE ON ANY OTHER PARTY BY SENDING OR DELIVERING A COPY OF THE PROCESS (I) TO THE PARTY
TO BE SERVED AT THE ADDRESS AND IN THE MANNER PROVIDED FOR THE GIVING OF NOTICES IN PARAGRAPH 11
ABOVE, OR (II) TO THE PARTY TO BE SERVED IN CARE OF SUCH PARTY’S REGISTERED AGENT IN THE MANNER
PROVIDED FOR THE GIVING OF NOTICES IN PARAGRAPH 11 ABOVE. NOTHING IN THIS PARAGRAPH 21 HOWEVER
SHALL AFFECT THE RIGHT OF ANY PARTY TO SERVE LEGAL PROCESS IN ANY OTHER MANNER PERMITTED BY LAW.
EACH PARTY AGREES THAT A FINAL JUDGMENT (AFTER GIVING EFFECT TO ANY TIMELY APPEALS) IN ANY ACTION
OR PROCEEDING SO BROUGHT SHALL BE CONCLUSIVE AND MAY BE ENFORCED BY SUIT ON THE JUDGMENT OR IN ANY
OTHER MANNER PROVIDED BY LAW.




     22. Waiver of Jury Trial.



               AS A SPECIFICALLY BARGAINED FOR INDUCEMENT FOR EACH OF THE PARTIES HERETO TO ENTER INTO THIS
AGREEMENT (AFTER HAVING THE OPPORTUNITY TO CONSULT WITH COUNSEL), EACH PARTY HERETO EXPRESSLY
WAIVES THE RIGHT TO TRIAL BY JURY IN ANY LAWSUIT OR PROCEEDING RELATING TO OR ARISING IN ANY WAY
FROM THIS AGREEMENT OR THE MATTERS CONTEMPLATED HEREBY.



     23. Executive’s Cooperation.



               During the Employment Period and thereafter, Executive shall reasonably cooperate with the
Company and its Subsidiaries in any internal investigation, any administrative, regulatory or
judicial investigation or proceeding or any dispute with a third party as reasonably requested by
the Company (including, without limitation, Executive being available to the Company upon
reasonable notice and at reasonable times for interviews and factual investigations, appearing at
the Company’s request upon reasonable notice and at reasonable times to give testimony without
requiring service of a subpoena or other legal process, delivering to the Company requested
information and relevant documents which are or may come into Executive’s possession, all at times
and on schedules that are reasonably consistent with Executive’s other permitted activities and
commitments). In the event the Company requests Executive’s cooperation in accordance with this
paragraph, the Company shall (i) reimburse Executive for all reasonable travel expenses and other
reasonable out-of-pocket expenses (including lodging and meals) upon submission of receipts and
(ii) reimburse Executive for all reasonable fees and expenses, including without limitation all
attorneys fees and expenses, incurred by Executive in connection with any such investigation or
proceeding. Notwithstanding anything contained herein to the contrary, Executive shall not be
required to cooperate or assist the Company in any such investigation or proceeding in the event
that (i) legal counsel to Executive advises him that a reasonable likelihood exists of a conflict
of interest between the Company and its Affiliates and Executive or (ii) cooperation with the
Company could incriminate the Executive or adversely affect the defense by Executive of any
investigation, claim or proceeding.



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               IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first
written above.



	 	 	 	 	 
	 	HEALTHSPRING, INC.

 	 
	 	/s/
Herbert A. Fritch 	 
	 	Herbert A. Fritch, Chief Executive Officer 	 
	 	 	 
	 	 	 
	 	/s/
Gerald V. Coil 	 
	 	Gerald V. Coil 	 
	 	 	 



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Exhibit A




GENERAL RELEASE





     I,                     , in consideration of and subject to the performance by
HealthSpring, Inc., a Delaware corporation (together with its Subsidiaries, the “Company”),
of its obligations under the Amended and Restated Employment Agreement, dated as of                     , 2009
(the “Agreement”), do hereby release and forever discharge as of the
date hereof the Company and its affiliates and all present and former directors, officers, agents,
representatives, employees, successors and assigns of the Company and its affiliates and the
Company’s direct or indirect owners (collectively, the “Released Parties”) to the extent
provided below.




	1.	 	I understand that any payments or benefits paid or granted to me under
paragraph 4(b) of the Agreement represent, in part, consideration for
signing this General Release and are not salary, wages or benefits to
which I was already entitled. I understand and agree that I will not
receive the payments and benefits specified in paragraph 4(b) of the
Agreement unless I execute this General Release and do not revoke this
General Release within the time period permitted hereafter or breach
this General Release. Such payments and benefits will not be
considered compensation for purposes of any employee benefit plan,
program, policy or arrangement maintained or hereafter established by
the Company or its affiliates. I also acknowledge and represent that I
have received all payments and benefits that I am entitled to receive
(as of the date hereof) by virtue of any employment by the Company.
	 
	2.	 	Except as provided in paragraph 4 below and except for the provisions
of my Employment Agreement which expressly survive the termination of
my employment with the Company, I knowingly and voluntarily (for
myself, my heirs, executors, administrators and assigns) release and
forever discharge the Company and the other Released Parties from any
and all claims, suits, controversies, actions, causes of action,
crossclaims, counterclaims, demands, debts, compensatory damages,
liquidated damages, punitive or exemplary damages, other damages,
claims for costs and attorneys’ fees, or liabilities of any nature
whatsoever in law and in equity, both past and present (through the
date this General Release becomes effective and enforceable) and
whether known or unknown, suspected, or claimed against the Company or
any of the Released Parties which I, my spouse, or any of my heirs,
executors, administrators or assigns, may have, which arise out of or
are connected with my employment with, or my separation or termination
from, the Company (including, but not limited to, any allegation,
claim or violation, arising under: Title VII of the Civil Rights Act
of 1964, as amended; the Civil Rights Act of 1991; the Age
Discrimination in Employment Act of 1967, as amended (including the
Older Workers Benefit Protection Act); the Equal Pay Act of 1963, as
amended; the Americans with Disabilities Act of 1990; the Family and
Medical Leave Act of 1993; the Worker Adjustment Retraining and
Notification Act; the Employee Retirement Income Security Act of 1974;
any applicable Executive Order Programs; the Fair Labor Standards Act;
or their state or local counterparts; or under any other federal,
state or local civil or human rights law, or under any other local,
state, or federal law, regulation or ordinance; or under any public
policy, contract or tort, or under common law; or arising under any
policies, practices or procedures of the Company; or any claim for
wrongful discharge, breach of contract, infliction of emotional
distress, defamation; or any claim for costs, fees, or other expenses,
including attorneys’ fees incurred in these matters) (all of the
foregoing collectively referred to herein as the “Claims”).
	 
	3.	 	I represent that I have made no assignment or transfer of any right,
claim, demand, cause of action, or other matter covered by paragraph 2
above.
	 
	4.	 	I agree that this General Release does not waive or release any rights
or claims that I may have under the Age Discrimination in Employment
Act of 1967 which arise after the date I execute this General Release.
I acknowledge and agree that my separation from employment with the
Company in compliance with the terms of the Agreement shall not serve
as the basis for any claim or action (including, without limitation,
any claim under the Age Discrimination in Employment Act of 1967).
	 
	5.	 	In signing this General Release, I acknowledge and intend that it
shall be effective as a bar to each and every one of the Claims
hereinabove mentioned or implied. I expressly consent that this
General Release shall be given full




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	 	 	force and effect according to each
and all of its express terms and provisions, including those relating
to unknown and unsuspected Claims (notwithstanding any state statute
that expressly limits the effectiveness of a general release of
unknown, unsuspected and unanticipated Claims), if any, as well as
those relating to any other Claims hereinabove mentioned or implied. I
acknowledge and agree that this waiver is an essential and material
term of this General Release and that without such waiver the Company
would not have agreed to the terms of the Agreement. I further agree
that in the event I should bring a Claim seeking damages against the
Company, or in the event I should seek to recover against the Company
in any Claim brought by a governmental agency on my behalf, this
General Release shall serve as a complete defense to such Claims. I
further agree that I am not aware of any pending charge or complaint
of the type described in paragraph 2 as of the execution of this
General Release.
	 
	6.	 	I agree that neither this General Release, nor the furnishing of the
consideration for this General Release, shall be deemed or construed
at any time to be an admission by the Company, any Released Party or
myself of any improper or unlawful conduct.
	 
	7.	 	I agree that I will forfeit all amounts payable by the Company
pursuant to the Agreement if I challenge the validity of this General
Release. I also agree that if I violate this General Release by suing
the Company or the other Released Parties, I will pay all costs and
expenses of defending against the suit incurred by the Released
Parties, including reasonable attorneys’ fees, and return all payments
received by me pursuant to the Agreement.
	 
	8.	 	I agree that this General Release is confidential and agree not to
disclose any information regarding the terms of this General Release,
except to my immediate family and any tax, legal or other counsel I
have consulted regarding the meaning or effect hereof or as required
by law, and I will instruct each of the foregoing not to disclose the
same to anyone. Notwithstanding anything herein to the contrary, each
of the parties (and each
affiliate and person acting on behalf of any such party)
agree that each party (and each employee, representative,
and other agent of such party) may disclose to any and
all persons, without limitation of any kind, the tax
treatment and tax structure of this transaction
contemplated in the Agreement and all materials of any
kind (including opinions or other tax analyses) that are
provided to such party or such person relating to such
tax treatment and tax structure, except to the extent
necessary to comply with any applicable federal or state
securities laws. This authorization is not intended to
permit disclosure of any other information including
(without limitation) (i) any portion of any materials to
the extent not related to the tax treatment or tax
structure of this transaction, (ii) the identities of
participants or potential participants in the Agreement,
(iii) any financial information (except to the extent
such information is related to the tax treatment or tax
structure of this transaction), or (iv) any other term or
detail not relevant to the tax treatment or the tax
structure of this transaction.
	 
	9.	 	Any non-disclosure provision in this General Release does
not prohibit or restrict me (or my attorney) from
responding to any inquiry about this General Release or
its underlying facts and circumstances by the Securities
and Exchange Commission (SEC), the National Association
of Securities Dealers, Inc. (NASD), any other
self-regulatory organization or governmental entity.
	 
	10.	 	I agree to reasonably cooperate with the Company in any
internal investigation, any administrative, regulatory,
or judicial proceeding or any dispute with a third party
on the terms and subject to the limitations set forth in
paragraph 24 of the Agreement.
	 
	11.	 	I agree not to disparage the Company, its past and
present investors, officers, directors or employees or
its affiliates and to keep all confidential and
proprietary information about the past or present
business affairs of the Company and its affiliates
confidential in accordance with the terms of the
Agreement unless a prior written release from the Company
is obtained. I further agree that as of the date hereof,
I have returned to the Company any and all property,
tangible or intangible, relating to its business, which I
possessed or had control over at any time (including, but
not limited to, company-provided credit cards, building
or office access cards, keys, computer equipment,
manuals, files, documents, records, software, customer
data base and other data) and that I shall not retain any
copies, compilations, extracts, excerpts, summaries or
other notes of any such manuals, files, documents,
records, software, customer data base or other data.




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	12.	 	Notwithstanding anything in this General Release to the
contrary, this General Release shall not relinquish,
diminish, or in any way affect (i) any rights or claims
arising out of any breach by the Company or by any
Released Party of the Agreement after the date hereof,
(ii) any rights or obligations under applicable law which
cannot be waived or released pursuant to an agreement,
(iii) any rights to payments or benefits under paragraph
4(b) of the Agreement, (iv) my rights of indemnification
and directors and officers insurance coverage to which I
may be entitled solely with regards to my service as an
officer or director of the Company; (v) my rights with
regard to accrued benefits under any employee benefit
plan, policy or arrangement maintained by the Company or
under COBRA; and (vi) my rights as a stockholder or other
equityholder of the Company and/or its affiliates.
	 
	13.	 	Whenever possible, each provision of this
General Release shall be interpreted in,
such manner as to be effective and valid
under applicable law, but if any
provision of this General Release is held
to be invalid, illegal or unenforceable
in any respect under any applicable law
or rule in any jurisdiction, such
invalidity, illegality or
unenforceability shall not affect any
other provision or any other
jurisdiction, but this General Release
shall be reformed, construed and enforced
in such jurisdiction as if such invalid,
illegal or unenforceable provision had
never been contained herein.





BY SIGNING THIS GENERAL RELEASE, I REPRESENT AND AGREE THAT:





	(a)	 	I HAVE READ IT CAREFULLY;
	 
	(b)	 	I UNDERSTAND ALL OF ITS TERMS AND KNOW THAT I AM GIVING UP IMPORTANT
RIGHTS, INCLUDING BUT NOT LIMITED TO, RIGHTS UNDER THE AGE
DISCRIMINATION IN EMPLOYMENT ACT OF 1967, AS AMENDED, TITLE VII OF THE
CIVIL RIGHTS ACT OF 1964, AS AMENDED; THE EQUAL PAY ACT OF 1963, THE
AMERICANS WITH DISABILITIES ACT OF 1990; AND THE EMPLOYEE RETIREMENT
INCOME SECURITY ACT OF 1974, AS AMENDED;
	 
	(c)	 	I VOLUNTARILY CONSENT TO EVERYTHING IN IT;
	 
	(d)	 	I HAVE BEEN ADVISED TO CONSULT WITH AN ATTORNEY BEFORE EXECUTING IT
AND I HAVE DONE SO OR, AFTER CAREFUL READING AND CONSIDERATION I HAVE
CHOSEN NOT TO DO SO OF MY OWN VOLITION;
	 
	(e)	 	I HAVE HAD AT LEAST 21 DAYS FROM THE DATE OF MY RECEIPT OF THIS
RELEASE SUBSTANTIALLY IN ITS FINAL FORM ON [                        ,           ]
TO CONSIDER IT AND THE CHANGES MADE SINCE THE [                        ,           ]
VERSION OF THIS RELEASE ARE NOT MATERIAL AND
WILL NOT RESTART THE REQUIRED 21-DAY PERIOD;
	 
	(f)	 	THE CHANGES TO THE AGREEMENT SINCE [                        ,           ] EITHER ARE NOT MATERIAL OR WERE MADE AT MY REQUEST.
	 
	(g)	 	I UNDERSTAND THAT I HAVE SEVEN DAYS AFTER THE EXECUTION OF THIS
RELEASE TO REVOKE IT AND THAT THIS RELEASE SHALL NOT BECOME EFFECTIVE
OR ENFORCEABLE UNTIL THE REVOCATION PERIOD HAS EXPIRED;
	 
	(h)	 	I HAVE SIGNED THIS GENERAL RELEASE KNOWINGLY AND VOLUNTARILY AND WITH
THE ADVICE OF ANY COUNSEL RETAINED TO ADVISE ME WITH RESPECT TO IT;
AND




12









 












	(i)	 	I AGREE THAT THE PROVISIONS OF THIS GENERAL RELEASE MAY NOT BE
AMENDED, WAIVED, CHANGED OR MODIFIED EXCEPT BY AN INSTRUMENT IN
WRITING SIGNED BY AN AUTHORIZED REPRESENTATIVE OF THE COMPANY AND BY
ME.





			
	 	 	 
	DATE:                               
	 	                                                            







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