2004 Executive Management Incentive Plan (MIP)




Exhibit 10.20





2004
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: 


	Net Earnings Per
Share

	Revenue Growth

	Operating Earnings

	Membership Growth

	Return on Equity






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.