hum-20181231x10kxex10jj






                                                                                                                                                                     Exhibit 10(jj)                                       HUMANA INC.                         COMPENSATION RECOUPMENT POLICY                                (Effective February 21, 2019)           I.        Policy and Scope           The Board adopts this recoupment policy under which, upon the occurrence of certain events, the  Company’s Officers may be required to repay to the Company certain cash and equity incentive-based  compensation covered below.                   Upon the occurrence of a Triggering Event, the Administrator may, in its sole discretion, after  evaluating the associated costs and benefits, recover all or any portion of the Recoverable Incentive paid to  a Covered Employee during the Applicable Period.  In addition, the Administrator may, in its sole discretion  and in the reasonable exercise of its business judgment, determine whether and to what extent additional  action is appropriate to address the circumstances surrounding such Triggering Event so as to minimize the  likelihood of any recurrence and to impose such other discipline as it deems appropriate.    II.       Definitions           For the purposes of this Policy, the following terms have the following meanings:        A.   “Administrator” means the Board, the Compensation Committee or such other committee of          the  Board  that,  at  the  relevant  time,  has  authority  for  making determinations  as  to  the          compensation of senior executives.                B.   “Applicable Period” means (i) with respect to a Restatement, the three-year period preceding          the date on which the Company is required to prepare a Restatement and (ii) with respect to          Improper  Conduct,  the  three-year  period  preceding  the  date  on  which  the  Administrator          determines that Improper Conduct has occurred.       C.   “Board” means the Board of Directors of the Company.             D.   “Company” means Humana Inc.             E.   “Compensation Committee” means the Organization & Compensation Committee of the Board.             F.   “Covered Employee” means any Officer of the Company.          G.   “Improper  Conduct”  means  the  following  conduct  that,  in  the  sole  discretion  of  the          Administrator, is likely to cause or has caused material financial, operational, or reputational          harm to the Company, materially disrupt, damage, impair or interfere with the business of the          Company or its affiliates, or have a significant, adverse reputational or economic impact on the          Company or any of its affiliates or divisions:                          i.   the commission of an act of fraud, misappropriation or embezzlement in the course                      of employment;      





 






                                                                                                        ii.  the  commission  of  a  criminal  act,  whether  or  not  in  the  workplace,  that  in  the                      Administrator’s  sole  discretion,  constitutes  a  felony  or  crime of  comparable                      magnitude;                iii.  the  material  violation  of  a  non-compete,  non-solicitation,  or  confidentiality                      agreement; or                iv.   the willful and material breach of a Covered Employee’s obligations under the                      Company’s code of conduct relating to compliance with law or regulation       H.   “Incentive-Based Compensation” refers to each award of and payment (whether in cash, Company          stock, or otherwise) of incentive compensation and other compensation the earning, payment or amount          of which depends on the performance of the Company or any individual, product, service, or business          unit, including but not limited to annual incentive compensation, awards under commission plans, and          awards under the Company’s stock incentive plans, including but not limited to gains from the sale or          disposition of securities.               I.   “Officer” shall include any individual who serves as a current or former “Officer” within the          meaning set forth in Rule 16a-1(f) of the Securities Exchange Act of 1934, as amended (the          “Exchange Act”), as applied by the Administrator from time to time.              J.   “Policy” means this Humana Inc. Compensation Recoupment Policy.             K.   “Recoupment”  means,  to  the  extent  permissible  under  law,  offset  from  amounts otherwise          credited,  payable,  or  due,  forfeiture  or  cancellation  of  awards  or  amounts  deferred,  and/or          recovery or repayment, as applicable.             L.   “Recoverable Incentive” means (i) with respect to Recoupment relating to a Restatement, the          amount of any Incentive-Based Compensation paid or provided during the Applicable Period that          exceeds the amount or value that the Administrator determines, in its sole discretion, would have          been payable or received in respect of Incentive-Based Compensation had the revised financial          statement(s)  reflected  in  the  Restatement  been  applied  to  determine  the  Incentive-Based          Compensation or been available to the market at the time such Incentive-Based Compensation          was paid or (ii) with respect to Improper Conduct, any Incentive-Based Compensation received          by the Covered Employee during and after the period in which such Improper Conduct occurred.           In no event will the amount of the Recoverable Incentive exceed the total amount of Incentive-         Based Compensation paid or granted during the Applicable Period.        M.   “Restatement”  means  the  Company  being  required  to  undertake  any  material  restatement          (occurring after the effective date of this Policy) of any of its financial statements that have been          filed with the Securities and Exchange Commission (the “SEC”) under the Exchange Act or the          Securities Act of 1933, as amended.             N.   “Triggering Event” means either a Restatement or Improper Conduct by a Covered Employee.            III.   Administrator Discretion         In exercising the discretion afforded to it under this Policy, the Administrator may consider any  and all facts it considers relevant under all of the circumstances, including without limitation: (A) whether  or not the Covered Employee engaged in Improper Conduct; (B) the likelihood of success of any recovery  under this Policy under governing law as compared to the cost and effort involved; (C) whether the assertion  of a claim may prejudice the interests of the Company, including in any related proceeding or investigation;  (D) the passage of time since the occurrence of the Triggering Event; and (E) any pending legal proceeding      





 






                                                                                         relating  to  the  Triggering  Event.  Subject  to  applicable  law,  the  Administrator  may  seek  to  recoup  any  Recoverable Incentive by requiring any affected Covered Employee to repay such amount to the Company,  by set-off, by forfeiture, by reducing future compensation, or by such other means or combination of means  as the Administrator, in its sole discretion, determines to be appropriate.  The Administrator has sole and  absolute discretion with respect to interpretation and enforcement of this Policy and any interpretations or  determinations made by the Administrator shall be final and binding on all affected individuals. This Policy  will be interpreted and enforced, and appropriate disclosures and filings will be made, in a manner that is  consistent with any applicable rules or regulations adopted by the SEC and the New York Stock Exchange  pursuant to Section 10D of the Exchange Act, and any other applicable law (collectively, the “Applicable  Rules”). To the extent the Applicable Rules require the Company to recover Incentive-Based Compensation  in additional circumstances besides those specified herein, nothing in this Policy shall be deemed to restrict  the right of the Company to recover Incentive-Based Compensation to the fullest extent required by the  Applicable Rules. This Policy shall be deemed to be automatically amended, as of the date the Applicable  Rules become effective with respect to the Company, to allow the Company to recover Incentive-Based  Compensation to the extent required for this Policy to comply with the Applicable Rules.          IV.    Recoupment     A.  Restatement: In the event of a Restatement, the Administrator may recover up to the amount of the       Recoverable Incentive received during the Applicable Period if, in the Administrator’s judgment and       determination,  the  Covered  Employee  engaged  in  fraud,  negligence  or  other  misconduct  that       contributed to the need for the Restatement. For the avoidance of doubt, Restatement does not include       any restatement required due to changes in accounting rules or standards or changes in applicable       law,  or  retrospective  revisions  or  reclassifications  made  to  reflect  a  change  in  the  structure  or       operations of the Company.           B. Improper  Conduct:   In  the  event  that  a  Covered  Employee  engages  in  Improper  Conduct,  the       Administrator may recover up to the amount of the Recoverable Incentive during the Applicable       Period.         V.     Method of Recovery           The Administrator may effect Recoupment in any manner consistent with applicable law including,  but not limited to, (a) seeking reimbursement of all or part of an award previously paid, (b) cancelling prior  awards, whether vested or unvested or paid or unpaid, (c) cancelling or setting-off against planned future  grants, and (d) any other method authorized by applicable law or contract.   VII.  Amendment and Termination           The Administrator may, from time to time, suspend, discontinue, revise, amend or terminate this  Policy in any respect whatsoever. Nothing in this Policy will be deemed to limit or restrict the Company  from providing for recoupment, repayment and/or forfeiture of compensation (including Incentive-Based  Compensation) under circumstances not set forth in this Policy.  In all events, this Policy shall immediately  terminate upon the consummation of a Change in Control (as defined in the Company’s Change in Control Policy).    VIII.  Effective Date      This Policy shall be effective as of the date it is adopted by the Board (the “Effective Date”) and shall  apply to compensation that is awarded or granted to Covered Employees on or after that date (and shall not  apply to compensation that is granted or awarded before that date)