exhibit1019_12312011.htm









Exhibit 10.19







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 2012 under the Compensation Program for Non-Employee Directors (the “Program”).








	
Compensation Components

	
Board or Committee

	 	
Compensation

	 
	
Annual Compensation for Attendance at Regular Board Meetings1 (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

	 	 	3,000	 
	
Participation in a Special Telephonic Meeting

	
Board

	 	$	1,000	 
	  	
Audit Committee

	 	 	1,000	 
	  	
Comp Committee

	 	 	1,000	 
	  	
N/CG Committee

	 	 	1,000	 
	
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 Program, 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%.  Payment in the form of cash is limited to 50% of the total annual compensation (i.e., $112,500), unless a waiver is approved by the Chairman of the Compensation Committee.  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 1st 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 2012 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   The value of stock options, restricted stock awards and stock units are determined in accordance with FASB Accounting Standards Codification Topic 718 “Compensation-Stock Compensation” (“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 2011 rate is approximately LIBOR + 1.75%).