Dawson Employment Agreement



Exhibit 10.1







EMPLOYMENT AGREEMENT 



        This
Employment Agreement (“Agreement”) is entered into as of the 12th day of
January, 2005, by and between Robert L. Dawson (“Executive”) and Coventry
Health Care, Inc. (“Employer”), a Delaware corporation with its principal place
of business at 6705 Rockledge Drive, Bethesda, Maryland 20817. 




W I T N E S S E T H: 


         WHEREAS,  Executive  has been,  prior to the date  hereof,  an employee of the  business  conducted by the
Employer, and


        WHEREAS,
Employer desires to continue to employ Executive and to be assured of his continued
services in connection with the management of the business conducted by the Employer upon
the terms and conditions hereinafter set forth, and 



        WHEREAS,
Executive is willing and desires to continue to be employed by the Employer to provide
such services. 



        NOW,
THEREFORE, in consideration of the premises hereof and of the mutual promises and
agreements contained herein, the parties hereto, intending to be legally bound, hereby
agree as follows: 



         1.       
          Employment. Employer hereby agrees to continue to employ
          Executive to serve as Chief Executive Officer of HealthAmerica Pennsylvania,
          Inc. Executive hereby agrees to such employment on and after the date hereof
          under the terms and conditions hereinafter set forth. 



         2.       
          Duties. Executive shall report to the Executive Vice
          President, Health Plan Operations, (the “Supervisor”).
          Executive’s powers and duties shall be those normally associated with such
          position or as may be delegated or assigned to Executive by his Supervisor or
          Employer’s Chief Executive Officer. During the term of this Agreement,
          Executive shall also serve without additional compensation in such other offices
          of the Employer or its subsidiaries or affiliates to which he may be elected or
          appointed. 



         3.       
          Term. Subject to the terms and conditions set forth herein,
          Executive shall be employed hereunder for a period of one (1) year (the
          “Term”) commencing on the date hereof and shall continue on a year to
          year basis thereafter (the “Renewal Term”), until the Executive’s
          employment terminates as outlined in Sections 8 and 9 herein or until one party
          provides the other with a minimum of thirty (30) days prior written notice (the
          “Notice”) of termination. 



         4.       
          Base Compensation. For all duties rendered by Executive,
          Employer shall pay Executive a base salary (“Base Salary”) of no less
          than Three Hundred Thousand Dollars ($300,000) annually. The Base Salary shall
          be paid to Executive in accordance with Employer’s normal payroll policies. 



         5.       
          Additional Compensation. During the period of this
          Agreement and as a result of employment under this Agreement, Executive shall
          receive or be eligible for the following additional compensation: 



        Bonus
Compensation: Executive shall be eligible for an annual bonus (“Bonus”) in
accordance with the Company’s Performance Based 162(m) Plan. 



        Vacation:
During each year of this Agreement, Executive shall be entitled to four (4) weeks paid
vacation. 



        Other
Benefits: Executive will be eligible for participation in employee benefit programs
available to employees of Employer, including but not limited to, participation in any
profit-sharing, retirement or similar plans established by Employer in which managerial
employees of Employer participate, including any such plan intended to comply with Section
401(k) of the Internal Revenue Code of 1986, as amended, and any such plan providing
supplemental executive retirement benefits. 



         6.       
           Expenses. Executive shall be reimbursed for ordinary and
                    necessary business expenses incurred by Executive on behalf of Employer and its
                    subsidiaries or affiliates upon presentation of vouchers in accordance with the
                    usual and customary procedure of Employer in relation to such expense items,
                    except that Employer may elect, at its option, to pay such expense items
                    directly rather than reimburse Executive therefor. 



         7.       
                    Extent of Service. Executive shall devote substantially all
                    of his working time, attention and energies to the business of the Employer and
                    shall not, during the term of this Agreement, take, directly or indirectly, an
                    active role in any other business activity without the prior written consent of
                    the Employer; but except as provided in Section 12(b), this Section shall not
                    prevent Executive from serving as a director of other entities not affiliated
                    with Employer, from making real estate or other investments of a passive nature
                    or from participating in the activities of a nonprofit charitable organization
                    where such participation does not require a substantial amount of time and does
                    not adversely affect Executive’s ability to perform his duties under this
                    Agreement. 



         8.       
                    Termination of Employment. Employer may terminate this
                    Agreement with or without cause at any time with notice (as defined in Section
                    3). However, except in the case of a Termination With Cause (as defined in
                    Section 21), if the Executive suffers a Termination Without Cause (as defined in
                    Section 21) or a Constructive Termination (as defined in Section 21) the
                    following provisions will apply:



               	(a) 	  	
                    Employer shall during the Severance Period (as defined in Section 21), continue
                    to pay Executive an amount equal to the Executive’s Base Salary at the time
                    of termination of employment. Such amount will be paid during the Severance
                    Period in installments similar to those being received by Executive at the date
                    of termination of employment, and will commence as soon as practicable following
                    the date of termination of employment. 



                    



               	(b) 	  	
                    During the Severance Period Executive and his spouse and family will continue to
                    be covered by all Welfare Plans (as defined in Section 21), maintained by
                    Employer in which he or his spouse or family were participating immediately
                    prior to the date of his termination as if he continued to be an employee of
                    Employer; provided that, if participation in any one or more of such Welfare
                    Plans is not possible under the terms thereof, Employer will provide
                    substantially identical benefits to the extent possible. If, however, Executive
                    obtains employment with another employer during the Severance Period, such
                    coverage shall be provided until the earlier of: (i) the end of the Severance
                    Period or (ii) the date on which the Executive and his spouse and family can be
                    covered under the plans of a new employer without being excluded from full
                    coverage because of any actual pre-existing condition. Executive’s
                    eligibility for and the Employer match to the 401(k) Plan, Supplemental
                    Executive Retirement Plan and/or any other retirement savings program in which
                    the Employee participates shall end at the date of termination of employment. 



                    



               	(c) 	  	
                    During the Severance Period Executive shall not be entitled to accrue any
                    additional vacation, sick or floating holiday time. 



                    



               	(d) 	  	
                    During the Severance Period Executive shall not be entitled to reimbursement for
                    fringe benefits such as dues and expenses related to club memberships, and
                    expenses for professional services. 



                    



        Compensation
under Section 8(a) and (b) hereof is contingent upon Executive’s compliance with
Section 12 hereof. 



         9.       
                    Termination by Executive. Executive may terminate his
                    employment hereunder at any time upon thirty (30) days prior written notice (the
                    “Notice”). Upon such termination by Executive, the Employer shall pay
                    the Executive only his Base Salary due through the date on which his employment
                    is terminated at the rate in effect at the time of notice of termination. The
                    Employer shall then have no further obligation to Executive under this
                    Agreement, except for the payout of benefits accrued under any Employee Benefit
                    Plans or other employee benefits. 



         10.       
                    Setoff. 



               	(a) 	  	
                    With respect to Section 8, payments or benefits payable to or with respect to
                    Executive or his spouse pursuant to this Agreement shall be reduced by the
                    amount of any claim of Employer against Executive or his spouse or any debt or
                    obligation of Executive or his spouse owing to Employer. 



                    



               	(b) 	  	
                    With respect to Section 8, payments or benefits payable to or with respect to
                    Executive pursuant to this Agreement shall be reduced by any amount Executive
                    may earn or receive from employment with another employer or other professional
                    services, except as expressly provided in Section 8(b). Employee shall notify
                    Employer immediately in writing of the date upon which such services or other
                    work commenced and shall provide Employer with such documentation as Employer
                    shall require to determine the amount of any such setoff. Employee’s
                    failure to provide such written notice and documentation as required herein
                    shall immediately release Employer from its obligations under this Agreement and
                    Employer shall have the right to recover all amounts payable beginning at the
                    point of employment with another employer or at the point other professional
                    services are rendered. 



                    



         11.       
                    Death. If Executive dies during the Severance Period: 



               	(a) 	  	
                    All amounts payable hereunder to Executive shall, during the remainder of the
                    Severance Period, be paid to his designated beneficiary. On the death of the
                    survivor of Executive and his designated beneficiary, no further benefits will
                    be paid under the Agreement. 



                    



               	(b) 	  	
                    The designated beneficiary (or beneficiaries covered by a Trust) of Executive
                    shall, during the remainder of the Severance Period, be covered under all
                    Welfare Plans (as defined in Section 21(d)), made available by Employer to
                    Executive immediately prior to the date of his death to the extent possible. 



                    



        Any
benefits payable under this Section 11 are in addition to any other benefits due to
Executive or his beneficiaries (or Trust), from Employer, including, but not limited to,
payments under any Incentive Plans. 


         12.       
                    Restrictive Covenants. 



               	(a) 	  	
                    Confidential Information. Executive agrees not to disclose, either during
                    the time he is employed by the Employer and for a period of twelve months
                    following termination of employment in accordance with the terms of Section 8
                    herein, to any person (other than a person to whom disclosure is necessary in
                    connection with the performance of his duties as an employee of Employer or to
                    any person specifically authorized by the Chief Executive Officer of Employer)
                    any material confidential information concerning the Employer or any of its
                    Affiliates, including, but not limited to, strategic plans, customer lists,
                    contract terms, financial costs, pricing terms, sales data or business
                    opportunities whether for existing, new or developing businesses. 



                    



               	(b) 	  	
                    Non-Competition. During the term of employment provided hereunder and for
                    a period of twelve months following termination of employment in accordance with
                    the terms of Section 8 herein, Executive will not directly or indirectly own,
                    manage, operate, control or participate in the ownership, management, operation
                    or control of, or be connected as an officer, employee, partner, director or
                    otherwise with, or any have financial interest in, or aid or assist anyone else
                    in the conduct of, any business which is in competition with any business
                    conducted by the Employer or any Affiliate of Employer in any state in which the
                    Employer or any Affiliate of Employer is conducting business on the date of
                    termination or expiration of this Agreement, provided that ownership of 5% or
                    less of the voting stock of any public corporation shall not constitute a
                    violation hereof. In the event Executive enters into any of the foregoing
                    arrangements in competition with Employer or any Affiliate of Employer,
                    Executive shall forfeit all rights to payments and other benefits under Section
                    8 above, and not yet paid to Executive under this Agreement, as of the violation
                    of the terms of this Section 12(b). Such forfeiture shall be Employer’s
                    sole remedy against Executive for violation of this Section 12(b). 



                    



               	(c) 	  	
                    Non-Solicitation. During the term of employment provided for hereunder
                    and for a period of twelve months following termination of employment in
                    accordance with the terms of Section 8 herein, Executive will not (i) directly
                    or indirectly solicit business which could reasonably be expected to conflict
                    with the interest of Employer or any Affiliate of Employer from any entity,
                    organization or person which has contracted with the Employer or any Affiliate
                    of Employer, which has been doing business with the Employer or any Affiliate of
                    Employer, from which the Employer or any Affiliate of Employer was soliciting
                    business at the time of the termination of employment or from which Executive
                    knew or had reason to know that Employer or any Affiliate of Employer was going
                    to solicit business at the time of termination of employment, or (ii) employ,
                    solicit for employment, or advise or recommend to any other persons that they
                    employ or solicit for employment, any employee of the Employer or any Affiliate
                    of Employer. 



                    



               	(d) 	  	
                    Consultation. Executive shall, at the Employer’s written request,
                    for a period of twelve months following termination of his employment, in
                    accordance with the terms of Section 8 herein, cooperate with the Employer in
                    concluding any matters in which Executive was involved during the term of his
                    employment and will make himself available for consultation with the Employer on
                    other matters otherwise of interest to the Employer. The Employer agrees that
                    such requests shall be reasonable in number and will consider Executive’s
                    time required for other employment and/or employment search. In the event of
                    voluntary termination by Executive, Employer agrees to pay Executive a
                    reasonable fee for any such consultation services requested by Employer;
                    provided, however, Executive agrees to cooperate with Employer and if there is
                    no conflict with Executive’s new employer, in concluding any matters in
                    which Executive was involved during the term of his employment. 



                    



               	(e) 	  	
                    Enforcement. Executive and the Employer acknowledge and agree that any of
                    the covenants contained in this Section 12 herein may be specifically enforced
                    through injunctive relief but such right to injunctive relief shall not preclude
                    the Employer from other remedies which may be available to it. 



                    



         13.       
                    Executive Assignment. No interest of Executive or his
                    spouse or any other beneficiary under this Agreement, or any right to receive
                    any payment or distribution hereunder, shall be subject in any manner to sale,
                    transfer, assignment, pledge, attachment, garnishment, or other alienation or
                    encumbrance of any kind, nor may such interest or right to receive a payment or
                    distribution be taken, voluntarily or involuntarily, for the satisfaction of the
                    obligations or debts of, or other claims against, Executive or his spouse or
                    other beneficiary, including claims for alimony, support, separate maintenance,
                    and claims in bankruptcy proceedings. 



         14.       
                    Benefits Unfunded. All rights of Executive and his spouse
                    or other beneficiaries under this Agreement shall at all times be entirely
                    unfunded and no provision shall at any time be made with respect to segregating
                    any assets of Employer for payment of any amounts due hereunder. Neither
                    Executive nor his spouse or other beneficiaries shall have any interest in or
                    rights against any specific assets of Employer, and Executive and his spouse or
                    other beneficiary shall have only the rights of a general unsecured creditor of
                    Employer. 



         15.       
                    Notices. Any notice required or permitted to be given under
                    this Agreement shall be sufficient if in writing and sent by registered or
                    certified mail to his primary residence in the case of Executive, or to its
                    principal office in the case of the Employer and the date of receipt shall be
                    deemed the date which such notice has been provided. 



         16.       
                    Waiver of Breach. The waiver by either party of any
                    provision of this Agreement shall not operate or be construed as a waiver of any
                    subsequent breach by the other party. 



         17.        
                    Assignment. The rights and obligations of the Employer
                    under this Agreement shall inure to the benefit of and shall be binding upon the
                    successors and assigns of the Employer. The Executive acknowledges that the
                    services to be rendered by his are unique and personal, and Executive may not
                    assign any of his rights or delegate any of his duties or obligations under this
                    Agreement. 



         18.       
                    Entire Agreement. This instrument contains the entire
                    agreement of the parties and supersedes all other prior agreements, employment
                    contracts and understandings, both written and oral, express or implied with
                    respect to the subject matter of this Agreement and may not be changed orally
                    but only by an agreement in writing signed by the party against whom enforcement
                    of any waiver, change, modification, extension or discharge is sought. 


         19       
                    Applicable Law. This Agreement shall be governed by the
                    laws of the State of Maryland, without giving effect to the principles of
                    conflicts of law thereof. 



         20.       
                    Headings. The sections, subjects and headings of this
                    Agreement are inserted for convenience only and shall not affect in any way the
                    meaning or interpretation of this Agreement. 



         21.       
                    Definitions. For purposes of this Agreement: 



               	(a) 	  	
                    “Affiliate” shall have the meaning set forth in Rule 144(a)(1)
                    promulgated under the Securities Act of 1933, as amended. 



                    



               	(b) 	  	
                    “Constructive Termination” shall mean termination by the Executive
                    which follows (i) reassignment of duties, responsibilities, title, or reporting
                    relationships that are not at least the equivalent of his then current position
                    as set forth in Section 1.2, (ii) the intentional or material breach by the
                    Company of this Agreement, or (iii) a reassignment to a geographic location more
                    than fifty (50) miles from Executive’s primary place of business. The
                    Executive shall have a period of ninety (90) days after termination of his
                    employment to assert against the Employer that he suffered a Constructive
                    Termination, and after the expiration of such ninety (90) day period, the
                    Executive shall be deemed to have irrevocably waived the right to such
                    assertion. 



                    



               	(c) 	  	
                    “Severance Period” shall mean the period beginning on the day after
                    the Executive’s employment with Employer ends after a Termination Without
                    Cause or Constructive Termination, as described in Section 8, and ending on the
                    date that follows twelve months thereafter. 



                    



               	(d) 	  	
                    “Termination With Cause” shall mean termination by the Employer,
                    acting in good faith, by written notice to the Executive specifying the event
                    relied upon for such termination, due to; (i) the Executive’s indictment or
                    conviction of a felony, (ii) the Executives’ intentional perpetration of a
                    fraud, theft, embezzlement or other acts of dishonesty, (iii) the
                    Executive’s intentional breach of a trust of fiduciary duty which
                    materially affects the Employer or its shareholders. 



                    



               	(e) 	  	
                    “Termination Without Cause” shall mean termination by the Employer
                    other than due to the Executive’s death or “Termination With
                    Cause”. 



                    



               	(f) 	  	
                    “Welfare Plans” shall mean any medical, vision and dental coverage
                    made available by Employer in which Executive is eligible to participate. 



                    



         22.       
                    Counterparts. This Agreement may be executed in
                    counterparts, each of which shall be deemed an original. 



         23.       
                    Severability. In the event any provision of this Agreement
                    is held illegal or invalid, the remaining provisions of this Agreement shall not
                    be affected thereby. In the event that Section 12(b) is determined by a court of
                    competent jurisdiction to be invalid due to overbreadth, such Section 12(b)
                    shall be constructed as narrowly as necessary to be enforceable. 



        IN
WITNESS WHEREOF, the parties have executed this Agreement on the day and year first
written above. 



   /s/ Robert L. Dawson   
Robert L. Dawson 




COVENTRY HEALTH CARE,
INC. 
By:
   /s/ Francis S. Soistman   
Francis S. Soistman
 Executive Vice President, Health Plan Operations