hum2018123110kex10f






                                                                                                                                                     Exhibit 10(f)                                    HUMANA INC.                          EXECUTIVE SEVERANCE POLICY         This Humana Inc. Executive Severance Policy has been adopted by the Organization &  Compensation Committee (the “Committee”) of the Board of Directors of the Company to apply   to selected executive employees of the Company. Executives will be eligible for coverage under   the Policy for the payment of severance benefits upon termination of employment under certain   circumstances, subject to the conditions set forth below. This Policy shall be effective as of the   Effective Date as provided herein.          1.    Definitions.  For  purposes  of  this  Policy,  the  following  terms  shall  have  the   following meaning:                “Annual Base Salary”  shall  mean  an  Executive’s  stated  annual  compensation   without regard to any bonus, perquisite or other benefits.                “Annual Bonus”  means  the  annual  bonus  or  incentive  compensation  payable  to   Executive  under  the  Company’s  annual  bonus  or  incentive  compensation  program  in  which   Executive participates from time to time.                “Cause” means (i) a felony conviction of Executive, (ii) the failure of Executive to   contest prosecution for a felony, or (iii) Executive’s willful misconduct or dishonesty, any of which   is  determined  by  the  Compensation  Committee  to  be  directly  and materially  harmful  to  the   business or reputation of the Company or any of its subsidiaries.                “CEO” shall mean the Company’s President and Chief Executive Officer.                “CEO Direct Reports” shall mean Executive Officers of the Company who are   direct reports to the Company’s President and Chief Executive Officer.                “Company” means Humana Inc., a Delaware corporation.                “Code” means the Internal Revenue Code of 1986, as amended.                “Compensation Committee” means the Organization and Compensation Committee   of the Board of Directors of the Company.                “Date of Termination”  means  the  effective  date  of  the  relevant  Executive’s   termination of employment with the Company.                “Effective Date” means March 1, 2019, or such later date as determined by the   Compensation Committee with respect to an Executive.                “Executive” means Executive Officers of the Company (including the CEO) and   such other individuals as identified by the Compensation Committee, in each case employed by                                                                            1 | Page     





 






     the Company or an affiliate of the Company on a full-time or part-time basis. Individuals will   continue to be deemed an “Executive” eligible for the rights and benefits under this Policy for a   period  of  twelve  (12)  months  following  a  change  in  role  or  title  at  the  Company  that  would   otherwise  have  caused  the  individual  to  cease  to  be  an  eligible  Executive  Officer  or  other   individual identified by the Compensation Committee as eligible.               “Executive Officer” shall include those executive officers designated by the Board  under Rule 16a-1(f) under the Securities Exchange Act of 1934, as amended.               “Policy” means this Humana Inc. Executive Severance Policy.               “Separation from Service” means a termination of the employment relationship of  the Executive with the Company or an affiliate within the meaning of Section 409A of the Code  and Treasury Regulation section 1.409A-1(h) or any successor thereto.               “Severance Period” means (i) for the CEO, twenty-four (24) months following the  Date of Termination, (ii) for CEO Direct Reports, eighteen (18) months following the Date of  Termination  and  (iii)  for  all  other  Executives,  six  (6)  months plus  two  (2)  weeks  per  year  of  completed service.          “Severance Rate” means (i) for the CEO, the CEO’s then current Annual Base  Salary plus the target annual bonus or incentive compensation which could have been earned by  the CEO, calculated as if all relevant goals had been met during the Company’s then-current fiscal  year pursuant to the terms of the incentive compensation plan in which the CEO participates, and  (ii) for all of Executives, such Executive’s then current Annual Base Salary.         2.    Term of Policy. The term of this Policy shall begin on the Effective Date and shall   continue in effect until modified or terminated by the Company pursuant to Section 13 hereof.          3.    Termination. The Company may terminate the employment of Executive for any   reason and at any time. In the event that the Company terminates the employment of Executive   without Cause, Executive shall be entitled to the following rights and benefits under this Section 3:               3.1   Severance Benefits.  Subject to Executive’s compliance with all terms of   this Policy, including, without limitation, Sections 5 and 6 hereof:                     (i)   Salary Continuation Payments. The Company  will pay Executive   salary  continuation  through  the  Severance  Period  at  an  annual  rate  equal  to  such  Executive’s   Severance Rate; provided that any payments that would otherwise be paid during the Severance   Period that remain outstanding as of March 15 of the year following the year during which the   Date of Termination occurred shall be paid in a lump sum on such date. Salary continuation under   this Section 3.1 shall be paid on a bi-weekly basis in accordance with the Company’s customary   payroll practices with the first payment to be made in accordance with Section 5 hereof, subject to   the accelerated payment of the remaining amounts in accordance with the prior sentence.                     (ii)   Pro-Rata Bonus. The Company will pay Executive an amount equal   to the product of (A) the Annual Bonus, if any, that Executive would have earned for the calendar   year in which the Date of Termination occurs, based on achievement of the applicable performance                                                                           2 | Page     





 






     goals for each such calendar year, as uniformly applied to other Executives who remain employed   through the end of the applicable performance period and (B) a fraction, the numerator of which   is  the  number  of  days  Executive  was  employed  by  the  Company  during  the  calendar  year  of   termination,  and  the  denominator  of  which  is  the  number  of  days  in  such  calendar  year. This   amount shall be paid on the date that Annual Bonuses are normally paid, but in no event later than   March 15th of the year following the year in which the Date of Termination occurs.                      (iii) Continued Health Benefit Coverage. The Company will provide to   each  Executive  and  Executive’s  eligible  dependents,  through  the  end  of  the  (i)  applicable   Severance  Period  for  such  Executive,  or  (ii)  the  effective  date  of  Executive’s  coverage  under   equivalent  benefits  from  a  new  employer  (provided  that  no  such equivalent  benefits  shall  be   considered  effective  unless  and until  all  pre-existing  condition  limitations  and  waiting  period   restrictions have been waived or have otherwise lapsed), at the Compensation Committee’s option,   either (A) continued medical and dental coverage under the Company’s health care plan at the   same level of coverage to which such Executive was entitled on the Date of Termination, subject   to eligibility requirements and other conditions contained in the plan, including the requirement   that  Executive  continue  to  pay  the  “employee  portion”  of  the  cost  thereof,  or  (B)  equivalent   benefits  (or  equivalent  cash  value,  payable  on  an  after-tax  basis),  as  determined  in  the  sole   reasonable discretion of the Compensation Committee.  The coverage provided pursuant to this   Section 3.1(iii) shall be in satisfaction of the Company’s obligation to provide coverage under the   Consolidated Omnibus Budget Reconciliation Act (COBRA).                      (iv)  Outplacement  Services;  Financial  Planning.  The  Company  will   provide an Executive who is the CEO or a CEO Direct Report or otherwise designated by the   Committee (i) with financial planning services during the one year period immediately following   the Date of Termination on the same terms as the financial planning services were provided to such   Executive  immediately  prior  to  the  Date  of  Termination,  and  (ii)  with  outplacement  services   through an outplacement firm of the Company’s choosing at a level of services to be determined   by the Company, with such services to extend until the earlier of (A) one year following the Date   of Termination or (B) the date Executive secures full time employment.                3.2   Accrued Rights. Within fifteen (15) business days following the Date of   Termination, the Company will pay or provide Executive with (i) all accrued but unpaid base salary   through the Date of Termination, (ii) vacation pay accrued but not used in accordance with the   Company’s  vacation  pay  policy,  (iii)  any  previously  awarded  but  unpaid Annual  Bonus  for  a   completed calendar year prior to the Date of Termination, (iv) any unreimbursed business expenses   that are reimbursable under the Company’s business expense policy, and (v) all rights and benefits   under  the  employee  benefit  plans  of  the  Company  in  which  Executive  is  then  participating,   (collectively, the “Accrued Rights”).                3.3   No Additional  Rights.  Except  as  provided  in  this  Section 3,  Executive’s   participation under any benefit plan, program, policy or arrangement sponsored or maintained by   the Company shall be treated in accordance with the terms of the applicable plan. Without limiting   the generality of the foregoing, Executive’s eligibility for and active participation in any of the   retirement plans maintained by the Company will end on the Date of Termination and Executive   will earn no additional benefits, including, without limitation, any additional service credit, under  those plans after that date. Executive shall be treated as a terminated employee for purposes of all                                                                            3 | Page     





 






     such benefit plans and programs effective as of the Date of Termination, and shall receive all   payments  and  benefits  due  under  such  plans  and  programs  in  accordance with the terms and   conditions thereof.          4.    Other Terminations. The Company may terminate the employment of Executive for   any reason and at any time.  In the event that the Company terminates the employment of Executive   during the term of the Policy, other than a termination of employment by the Company for Cause,  the Company will pay or provide Executive with all Accrued Rights.  Executive may terminate his  or her employment for any reason and at any time and shall not be entitled to any payments or  benefits under this Policy by reason of such termination of employment from the Company. This  Policy  shall  have  no  effect  on  the  rights  and  benefits  to  which  an  Executive  is  entitled  upon  retirement under (without limitation) any retirement or savings plan of the Company, which shall  be governed exclusively by the terms of such plans and agreements, as applicable.         5.    Release.                5.1   As a condition precedent to receiving the payments and benefits as provided   herein, Executive will execute (and not revoke) a general release of claims (the “Release”), in a   form provided by the Company. If Executive fails to execute and deliver the Release, or revokes   the Release, Executive agrees that he shall not be entitled to receive the payments and benefits   described herein. For purposes of this Policy, the Release shall be considered to have been executed   by Executive if it is signed by Executive’s legal representative in the case of legal incompetence   or on behalf of Executive’s estate in the case of Executive’s death.                5.2   Except as otherwise specified or agreed to by Executive and the Company,   payment of any amounts described hereunder that are subject to the Release will begin on the 60th   day  following  the  Date  of  Termination,  with  the  first  such  payment  to  include  any  amounts   attributable to payroll intervals occurring prior to such date, provided, however, that, to the extent   that the payments are exempt from Section 409A of the Code, such exempt payments shall be   made beginning with the first payroll date following the effectiveness of the Release.          6.    Restrictive  Covenants.  In  consideration  of  Executive’s  employment  by  the   Company and the rights and benefits of Executive provided by this Policy, Executive will enter   into agreements that contain certain covenants regarding non-competition, non-solicitation, non-  disparagement and specific enforcement with the restricted period for the non-competition and   non-solicitation covenants to be the applicable Severance Period for such Executive, commencing   upon the Date of Termination, with such covenants to be substantially in the form attached as   Exhibit A hereto and effective as of the Effective Date hereof (the “Restrictive Covenants Effective   Date”).          7.    Section 409A.                7.1   Compliance. It is intended that this Policy be exempt from the provisions of   Section 409A of the Code and this Policy shall be construed, administered, and governed in a   manner consistent with this intent. If and to the extent that any payment or benefit under this Policy   is  determined  by  the  Company  to  constitute  “non-qualified  deferred  compensation”  subject  to   Section 409A of the Code and is payable to Executive by reason of Executive’s termination of                                                                            4 | Page     





 






     employment, then such payment or benefit shall be made or provided to Executive only upon a   Separation from Service as defined for purposes of Section 409A of the Code. Each severance   payment under this Policy will be considered a “separate payment” and not one of a series of   payments for purposes of Section 409A of the Code.  To the extent that any benefits to be provided   to Executive pursuant to this Policy are considered nonqualified deferred compensation and are   reimbursements  subject  to  Treasury  Regulation  Section  1.409A-3(i)(1)(iv),  then  (i)  the   reimbursement of eligible expenses related to such benefits shall be made on or before the last day   of the Executive’s taxable year following the Executive’s taxable year in which the expense was   incurred and (ii) notwithstanding anything to the contrary in this Policy or any plan providing for  such benefits, the amount of expenses eligible for reimbursement during any taxable year of the  Executive  shall  not  affect  the  expenses  eligible  for  reimbursement  in  any  other  taxable  year.   Nothing in this Policy will provide a basis for any person to take action against the Company or  its  affiliates  based  on  matters  covered  by  Section  409A  of  the Code  and  in  no  event  will  the  Company or its affiliates be liable for any additional tax, interest or penalties that may be imposed  on  Executive  under  Section 409A  of  the  Code  or  any  damages  for failing  to  comply  with  Section 409A of the Code.               7.2   Six Month Delay for Specified Executives. To the extent that any amount   payable or benefit to be provided under this Policy constitutes a nonexempt “nonqualified deferred   compensation plan” (as defined in Section 409A of the Code) upon a Separation from Service, and   to the extent an Executive is deemed to be a “specified employee” (as that term is defined in   Section 409A of the Code and pursuant to procedures established by the Company) on the Date of   Termination, notwithstanding any other provision in this Policy to the contrary, such payment or   benefit  provision  will  not  be  made  to  the  Executive  during  the six  month  period  immediately   following the Date of Termination. Instead, on the first day of the seventh month following the   Date of Termination, all amounts that otherwise would have been paid or provided to the Executive   during the six month period, but were not paid or provided because of this Section 7.2, will be paid   or provided to the Executive at such time without interest. This six month delay will cease to be   applicable if the Executive incurs a Separation from Service due to death or if the Executive dies   before the six month period has expired.          8.    Withholding  Taxes. All  compensation  payable  pursuant  to  this  Policy  shall  be   subject to reduction by all applicable withholding, social security and other federal, state and local   taxes and deductions, and the Company shall be authorized to make all such withholdings to the   extent it determines necessary under applicable law.          9.    Acknowledgment. Executive acknowledges that this Policy does not constitute a   contract  of  employment  or  impose  on  the  Company  any  obligation to  retain  Executive  as  an   employee and that this Policy does not prevent Executive from terminating employment at any   time.          10.   Non-Duplication of Benefits; CIC Policy. The severance benefit under this Policy   is not intended to duplicate any other benefits provided by the Company in connection with the   termination of an employee’s employment, such as wage replacement benefits, pay-in-lieu-of-  notice,  severance  pay,  or  similar  benefits  under  any  other  benefit  plans,  severance  programs,   employment contracts, or applicable federal or state laws, such as the WARN Acts. Should such   other benefits be payable, the severance benefit under this Policy will be reduced accordingly or,                                                                            5 | Page     





 






     alternatively, severance benefits previously paid under this Policy will be treated as having been  paid to satisfy such other benefit obligations. In either case, the Company will determine how to  apply this provision and may override other provisions in this Policy in doing so. In addition, and  notwithstanding anything else provided herein, to the extent Executive is entitled to severance   payments and benefits upon termination of employment pursuant to the Company’s Change in   Control Policy or any other change in control arrangements, this Policy will cease to apply and   Executive’s entitlement to severance benefits shall be governed solely by the Change in Control   Policy.          11.   Administration. The Compensation Committee is responsible for the administration   of this Policy and shall have all powers and duties necessary to fulfill its responsibilities. The   Compensation Committee shall determine any and all questions of fact, resolve all questions of   interpretation of the Policy which may arise, and exercise all other powers and discretion necessary   to be exercised under the terms of the Policy which it is herein given or for which no contrary   provision is made. The Compensation Committee shall have full power and discretion to interpret   the  Policy  and  related  documents,  to  resolve  ambiguities,  inconsistencies  and  omissions,  to   determine any question of fact, and to determine the rights and benefits, if any, of any Executive   or  other  employee,  in  accordance  with  the  provisions  of  the  Policy.  The  Compensation   Committee’s decision with respect to any matter shall be final and binding on all parties concerned.   The validity of any such interpretation, construction, decision, or finding of fact shall not be given   de novo review if challenged in court, by arbitration, or in any other forum, and shall be upheld   unless clearly arbitrary or capricious. The Compensation Committee may, from time to time, by  action of its appropriate officers, delegate to designated persons or entities the right to exercise any  of its powers or the obligation to carry out its duties under the Policy.         12.   Amendment  and  Termination.  The  Company  reserves  the  right  to  amend  or   terminate  this  Policy  at  any  time  and  in  any  manner,  without  consent  or  advance  notice  to   Executives or other employees.  No amendment or termination of the Policy shall affect the rights   of an Executive whose Date of Termination has occurred prior to the date of such amendment or   termination of the Policy and who remains entitled to severance payments or benefits under this   Policy.                                                                                 6 | Page     





 






                                                                        Exhibit A                                 Restrictive Covenants   Confidential Information and Trade Secrets   The Executive recognizes that the Executive’s position with the Company requires considerable  responsibility and trust, and, in reliance on the Executive’s loyalty, the Company may entrust the  Executive  with  highly  sensitive  confidential,  restricted  and  proprietary  information  involving  Trade Secrets and Confidential Information.    “Trade  Secret”  shall  be  defined as  any  scientific  or  technical information,  design,  process,  procedure, formula or improvement that is valuable and not generally known to competitors of the  Company. “Confidential Information” is any data or information, other than Trade Secrets, that is  important,  competitively  sensitive,  and  not  generally  known  by the  public,  including,  but  not  limited  to,  the  Company’s  business  plans,  business  prospects,  training  manuals,  product  development  plans,  bidding  and  pricing  procedures,  market  strategies,  internal  performance  statistics,  financial  data,  confidential  personnel  information concerning  employees  of  the  Company,  supplier  data,  operational  or  administrative  plans,  policy  manuals,  and  terms  and  conditions of contracts and agreements. The terms “Trade Secrets” and “Confidential Information”  shall  not  apply  to  information  which  is  (i) already  in  the  Executive’s  possession  (unless  such  information was used in connection with formulating the Company’s business plans, obtained by  the Executive from the Company or was obtained by the Executive in the course of the Executive’s  employment by the Company), or (ii) required to be disclosed by any applicable law.   Except as may be required by law or legal process or an order of a court of competent jurisdiction,  the  Executive  will  not  use  or  disclose  any  Trade  Secrets  or  Confidential  Information  of  the  Company at any time after termination of employment and prior to such time as they cease to be  Trade Secrets or Confidential Information through no act of the Executive in violation of this  Section.   Upon termination of employment, Executive will surrender to the Company all memoranda, notes,  records,  plans,  manuals  or  other  documents  pertaining  to  the  Company’s  business  or  the  Executive’s employment (including all copies thereof). The Executive will also leave with the  Company all materials involving Trade Secrets or Confidential Information of the Company. All  such information and materials, whether or not made or developed by the Executive, shall be the  sole and exclusive property of the Company, and the Executive hereby assigns to the Company all  of the Executive’s right, title and interest in and to any and all of such information and materials.   Agreement Not to Compete and Agreement Not to Solicit   The  Executive  hereby  covenants  and  agrees  that,  for  a  period  commencing  on  the  Restrictive  Covenants Effective Date and ending at the conclusion of the applicable Severance Period (as  defined in the Humana Inc. Executive Severance Policy (the “Policy”)), the Executive, directly or  indirectly, personally, or as an employee, officer, director, partner, member, owner, stockholder,  investor or principal of, or consultant or independent contractor with, another entity, shall not  participate in any business which competes with the Company including, without limitation, health  maintenance organizations, insurance companies or prepaid health plan businesses in which the                                                                          7 | Page    





 






   Company  has  been  actively  engaged  during  any  part  of  the  two  (2) year  period  immediately  preceding  the  Date  of  Termination   (as  defined  in  the  Policy)  (“Company  Business”),  in  any  Geographic Area (as defined below) in which the Company and/or any of its Affiliates is then  doing business.  For purposes of this Policy, “Geographic Area” means any state, commonwealth  or territory of the United States or any equivalent entity in any foreign country.   The  Executive  hereby  covenants  and  agrees  that,  for  a  period  commencing  on  the  Restrictive  Covenants Effective Date and ending at the conclusion of the applicable Severance Period, the  Executive, directly or indirectly, personally, or as an employee, officer, director, partner, member,  owner, stockholder, investor or principal of, or consultant or independent contractor with, another  entity, shall not: (1) interfere with the relationship of the Company and any of its employees,  agents, representatives, consultants or advisors; (2) divert, or attempt to cause the diversion from  the Company, any Company Business, nor interfere with relationships of the Company with its  policyholders, agents, brokers, dealers, distributors, marketers, sources of supply or customers; or  (3)  solicit,  recruit  or  otherwise  induce  or  influence  any  employee  of  the  Company  to  accept  employment in any business which competes with the Company Business, in any Geographic Area  in which the Company and/or any of its Affiliates is then doing business.                                                                                 8 | Page