exv10w1






Exhibit 10.1




2011

Coventry Health Care, Inc.

Executive Management Incentive Plan




Section 1. Purpose



The purpose of this Plan is to advance the interests of the Company and its shareholders by
attracting and retaining key employees, and by stimulating the efforts of such employees to
contribute to the continued success and growth of the business of the Company. This Plan is
governed by the terms and conditions of the Coventry Health Care, Inc. 2004 Incentive Plan (“2004
Incentive Plan”) and awards hereunder shall be “Performance Awards” to Covered Officers as defined
in Sections 8 and 9 of the Incentive Plan.




Section 2. Definitions





	(a)	 	“Base Salary” shall mean a Participant’s annualized base salary.
	 
	(b)	 	“Code” shall mean the Internal Revenue Code of 1986, as it may be amended from time to time
and any proposed, temporary or final Treasury Regulations.
	 
	(c)	 	“Committee” shall mean the Compensation and Benefits Committee of the Board of Directors of
the Company. Each member of the Committee shall be an “outside director” within the meaning
of Section 162(m) of the Code.
	 
	(d)	 	“Company” shall mean Coventry Health Care, Inc. and any of its subsidiaries or affiliates,
whether established now or in the future.
	 
	(e)	 	“Incentive Awards” shall have the meaning set forth in Section 4 herein.
	 
	(f)	 	“Participants” shall mean the Chief Executive Officer (CEO), and any other executive officer
of the Company designated by the Committee, as provided for herein, to participate with
respect to a Performance Period in the Plan.
	 
	(g)	 	“Performance Period” shall mean each consecutive twelve-month period commencing on January 1
of each year during the term of this plan and coinciding with the Company’s fiscal year.
	 
	(h)	 	“Performance Measurement” shall mean one or more pre-established, objective financial metrics
as selected by the Committee and defined in Section 4 herein.
	 
	(i)	 	“Performance Threshold” shall mean a specified, pre-established level of achievement of one
of the Company’s Performance Measurements.
	 
	(j)	 	“Plan” shall mean the Coventry Health Care Inc., Executive Management Incentive Plan.




 









 












	(k)	 	“Target Award” shall mean a percentage of Base Salary, which may be greater or less than
100%, as determined by the Committee with respect to each Performance Period.





Section 3. Administration



The Plan shall be administered by the Committee. The Committee shall have full power and authority,
subject to all the applicable provisions of the Plan and applicable law, to (i) establish, amend,
suspend or waive such rules and regulations and appoint such agents as it deems necessary or
advisable for the proper administration of the Plan, (ii) construe, interpret and administer the
Plan and any instrument or agreement relating to the Plan, and (iii) make all other determinations
and take all other actions necessary or advisable for the administration of the Plan. Unless
otherwise expressly provided in the Plan, each determination made and each action taken by the
Committee pursuant to the Plan or any instrument or agreement relating to the Plan (x) shall be
within the sole discretion of the Committee, (y) may be made at any time and (z) shall be final,
binding and conclusive for all purposes on all persons, including, but not limited to Participants
and their legal representatives and beneficiaries, and employees of the Company.




Section 4. Awards



(a) Determination of Target Award and Eligible Employees. At any time ending on or before the
90th calendar day during each Performance Period, the Committee shall designate all
Participants and their Target Awards for such Performance Period, and establish one or more
Performance Measurements. Following the close of each Performance Period and prior to payment to
any Participant under the Plan, the Committee must confirm that the Performance Threshold(s) used
for the basis of the payout, has been met.



(b) Incentive Awards. The Committee will grant Incentive Awards under the Plan (an “Incentive
Award”). The Committee shall determine the proportion of Incentive Award that shall be paid in cash
and/or Company stock. Award payments in shares of Company stock shall be valued at the closing
sale price on the New York Stock Exchange on the day prior to the date of grant. Incentive Awards
shall be “qualified performance-based compensation” within the meaning of Section 162(m) of the
Code and shall be granted in accordance with the following:





Pre-Established Formula. In the event that the Company’s actual Performance Measurement for
a Performance Period is equal to or exceeds the designated Performance Threshold for the
Performance Period, then each Participant shall receive an Incentive Award for that
Performance Period in an amount not to exceed 1% of operating earnings.


(c) Performance Measurement. The specific performance measurement for employees who are
covered under the Plan shall be based upon achievement of one or more of the following financial
objectives:





	•	 	Earnings Per Share
	 
	•	 	Revenue
	 
	•	 	Operating Earnings
	 
	•	 	Membership Growth
	 
	•	 	SG&A
	 
	•	 	Earnings Growth




 









 










(d) Performance Measurement Weighting. Designated Participants will also have their award modified
based on Business/Division results and achievement of individual performance goals.




Section 5. General Provisions



(a) Discretionary Reduction. The Committee shall retain sole and full discretion to reduce by
any amount the Incentive Award otherwise payable to any Participant under this Plan.



(b)
Continued Employment. No Incentive Award shall be paid to a Participant who is not actively
employed by the Company at the time the Incentive Award otherwise would be paid except in the case
of retirement, death or permanent disability. If a Participant retires before the end of a
Performance Period or after the end of a Performance Period but before an Incentive Award is paid,
the Committee may, in its discretion, determine that the Participant shall be paid a pro rated
portion of the Incentive Award that the Participant would have received. If a Participant dies or
becomes permanently and totally disabled before the end of a Performance Period or after the end of
a Performance Period but before an Incentive Award is paid, the Committee may, in its discretion,
determine that the Participant (or, in the case of death, the Participant’s estate) shall be paid a
pro rated portion of the Incentive Award that the Participant would have received. The Committee
shall determine the Participant’s date of disability per Company policy and practice.



(c) Tax Withholding. The Company shall have the right to deduct from all amounts paid pursuant to
the Plan any taxes required by law to be withheld with respect to Incentive Award payments. Any
amounts so withheld shall be treated as paid to the Participant (or the Participant’s beneficiary
or estate, if applicable) for all purposes of the Plan.



(d) No Rights to Awards. No employee shall have any claim to be granted any Incentive Award under
the Plan, and there is no obligation for uniformity of treatment of Participants or their
beneficiaries under the Plan.



(e) No Limit on Other Compensation Arrangements. Nothing contained in the Plan shall prevent the
Company from adopting or continuing in effect other or additional compensation arrangements, and
such arrangements may be either generally applicable or applicable only in specific cases.



(f) Term. This plan shall expire on the date of the annual shareholders meeting that occurs in the
fifth year following the date it is approved by the shareholders of the Company, unless re-approved
by stockholders on or before such date.