exhibit1015_12312009.htm


    Exhibit
10.15

    Coventry
Health Care, Inc. (“Coventry”)

    Summary
of Non-Employee Directors’ Compensation

    


    The following table summarizes the
components and amounts of the compensation to be paid to eligible non-employee
directors for their services in 2010.

    


    
      	
              Compensation Components

            	
              Board or Committee

            	
              Compensation

            
	
              Annual
      Compensation for Attendance at Regular Board Meetings(1) (paid/vested/deferred quarterly in
      arrears in accordance with the Plan and includes compensation for five
      regularly scheduled Board meetings)

            	
              Board

            	
              $     225,000

            
	
              Annual
      Committee Chair Retainer

              (Paid annually
      in arrears)

            	
              Chair
      of Board

            	
              $   125,000(2)

            
	 
      	
              Lead
      Director

            	
              25,000

            
	 
      	
              Chair
      of Audit Committee

            	
              15,000

            
	 
      	
              Chair
      of Comp Committee

            	
              10,000

            
	 
      	
              Chair
      of N/CG Committee

            	
              10,000

            
	
              Attendance
      at In-Person Special Meeting

            	
              Board

            	
              $        3,000

            
	 
      	
              Audit
      Committee

            	
              3,000

            
	 
      	
              Comp
      Committee

            	
              3,000

            
	 
      	
              N/CG
      Committee

            	
              1,500

            
	
              Participation
      in a Special Telephonic Meeting

            	
              Board

            	
              $       1,000

            
	 
      	
              Audit
      Committee

            	
              1,000

            
	 
      	
              Comp
      Committee

            	
              1,000

            
	 
      	
              N/CG
      Committee

            	
              500

            
	
              Reimbursement
      of Reasonable Travel Expenses

            	
              All
      Directors

            	
              Actual
      Costs

            
	
              New
      Director Stock Option Grant

            	
              New
      Director

            	
              10,000 options
      to acquire shares which vest in equal amounts over four
    years

            
	
              Health
      and Basic Life Insurance Coverage

            	
              All
      Non-employee Directors

            	 
      
	 
      	
              (voluntary
      participation)

            	 
      


    

    


    Subject
to the terms of the Plan, non-employee directors may elect the form and the
timing of their compensation on an individual basis as summarized in the table
below. All elections of the form of payment must be made in multiples of
25%.  The table below summarizes the forms of compensation each
individual non-employee director may select as well as certain material terms
related to those forms of compensation.

    


    

      

    

      
      1 Any
non-employee directors who become eligible to participate in the Plan after
January 1 will receive a pro rata portion of the Annual
Compensation.

    

      
      2 Annual retainer
established for the Chairman of the Board. Allen F. Wise, our Chairman of the
Board, became our Chief Executive Officer effective January 30, 2009. In light
of this, he will receive no compensation in 2010 for his services as a
director.  See the Executive Compensation Summary for Mr. Wise’s
compensation as Chief Executive Officer of our Company.

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    
      	
              Payment

              “Form” (3)

            	
              Maximum
      Allocation

            	
              Payment

              “Current”

            	
              Payment

              “Deferred”

            	
              Vesting

            
	
              Cash

            	
              50%(4)

            	
              Paid
      at the end of each quarter

            	
              Credited
      at the end of each quarter(5)

            	
              None

            
	
              Restricted
      Stock/

              Stock
      Units

            	
              100%

            	
              Granted
      at beginning of year

            	
              Stock
      Units deferred until termination of service or unforeseeable
      emergency

               

            	
              Quarterly
      over the year of service

            
	
              Stock
      Options

            	
              100%

            	
              Granted
      at beginning of year

            	
              Exercisable
      when vested and subject to a 10 year term

            	
              Quarterly
      over the year of service

            


    

    
      	 
      


    

    


    

      

    

      
      3   Value
of stock options, restricted stock awards and stock units determined in
accordance with ASC Topic 718.  

       

    

    
      4    
Percentage limit may be waived with the approval of the Chairman of the
Compensation Committee.

    

      
      5    
Deferred cash will be credited quarterly with interest based on the
Company’s borrowing rate set at the beginning of each year (the 2009 rate is
approximately ­­­­0.99%).