WellChoice, Inc. Annual Executive Incentive Compensation Plan - 2004 Plan Desc.



 Exhibit 10.30 
  
 WELLCHOICE, INC. 
 ANNUAL EXECUTIVE INCENTIVE COMPENSATION PLAN 
 2004 PLAN DESCRIPTION 
  
 PURPOSE 
  
 The purpose of the WellChoice, Inc. (the “Company”) Annual Executive Incentive Compensation Plan (the “Plan”) is to
improve Company performance by relating executive and management compensation to corporate and division annual objectives and to motivate eligible employees to achieve operational excellence. 
  
 ELIGIBILITY 
  
 Participation in the Plan is generally restricted to full-time positions that are: 
  

	1.	Executive, middle management, or other key contributors, and 

  

	2.	Grades 25 or above. 

  
 However, additional positions below grade 25 that significantly and directly influence business performance may be selectively included at the discretion of the President and Chief Executive Officer (the
“CEO”). Positions otherwise eligible may be deleted at the CEO’s discretion. The Target Award Pool will not be increased to accommodate the target awards for any such positions that are added. 
  
 Positions participating in the Sales Incentive Plan or other short-term incentive plans
offered by the Company are not eligible to participate in this Plan for that portion of the year during which they participated in another plan. 
  
 ADMINISTRATION SUMMARY 
  
 At the beginning of each year, the CEO will develop performance measures for the Company based on WellChoice’s annual plan. The CEO will recommend the corporate objectives to the Board of Directors for approval.

  
 At the beginning of each year (See Exhibit A), the Compensation Committee of
the Board (the “Committee”) will evaluate the performance of the CEO and the Company for the most recent Plan year. The Committee will then establish the Performance Adjusted Award Pool and recommend the actual incentive payments to be
awarded to the CEO and direct reports to the CEO, and present them to the full Board for ratification. The Committee may, at its discretion, establish separate pools and separate multipliers for the CEO and for the group of all other eligible
executives. 
  
 The Committee has overall responsibility for, and has the maximum
discretion permitted under the law over, the administration of the Plan and the interpretation of all of the Plan’s terms. The Board of Directors reserves the right to amend, suspend, or terminate the Plan at any time without recourse on the
part of any employee. 
  

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 PLAN FEATURES 
  
 Individual Awards - Current participants and new participants who enter the Plan after January 1, 2004 will have Individual Awards based on their base
salary in effect as of April 15, 2004 times the target award percentage associated with their grade level as shown in Exhibit B. Pro-rations will be made for salary and grade changes that occur after April 15, 2004 as appropriate. 
  
 Adjusted Individual Awards are determined by the CEO and management based on the
individual’s contribution to corporate, division and individual business objectives. Adjusted Individual Awards for the direct reports to the CEO, and direct reports to the Executive Vice President and Chief Operating Officer, will be
individually reviewed by the Compensation Committee. An Adjusted Individual Award may be more or less than the Individual Target Award depending on actual results achieved, but will not exceed 1.5 times the Individual Target Award. All awards are
granted as lump sum payments. 
  
 Target Award Pool - The sum of the
Individual Target Awards of eligible Plan participants in grade 25 and above at 100% performance on all objectives is the Target Award Pool. At target, if all Plan participants as of December 2003 remain in the Plan for the full year, the Target
Award Pool would be $11.6 million (not including the target award for the CEO, for whom the Board may establish a separate pool). The actual pool will be based on participants as of December 31, 2004, prorated based on months of participation in the
Plan and any changes in grade level during the Plan year as well as changes to base salary that occur during the Plan year. 
  
 Performance Objectives - Specific objectives are established at the beginning of the performance period (See Exhibit C) for the corporation, each division
and each eligible individual. Objectives may be weighted based on relative importance. 
  
 Corporate objectives will be expressed as measurable results, (e.g., achievement of targeted pre-tax earnings growth, increase in membership, customer satisfaction, etc.). 
  
 Performance Measures - Objectives will have numerical measures by which to assess performance. Each objective will generally
have a threshold level of performance, below which no credit will be earned. In some cases, the target performance level may also be the threshold. Each objective will also have a maximum level of performance above which no additional credit will be
earned. Achieving the objective, i.e., the target performance level, earns 1.0 credit for that goal. 
  
 Measures selected for the Corporation may vary from one year to another. Chosen measures will, in each instance, reflect important strategic and/or tactical objectives crucial to the applicable entity’s success.

  
 Corporate Multiplier - The Corporate Multiplier will be based on
the aggregate level of corporate objective achievement and will range from 0 to 1.5. Each weighted corporate objective will be evaluated and scored separately. The weighted scores will be summed to become the Corporate Multiplier (See Exhibit D) to
be utilized in determining the Performance Adjusted Award Pool. The Committee has discretion to modify the results of the calculation if, in their opinion, it does not appropriately reflect overall performance. 
  
 Performance Adjusted Award Pool - Calculation of a Performance Adjusted Award
Pool will be made at the end of each performance year. The Pool is equal to the product of the Target Award Pool adjusted by the Corporate Multiplier. Payments to all eligible participants may not exceed the Performance Adjusted Award
Pool. 
  

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 SPECIAL CONSIDERATIONS 
  
 If a participant’s employment is terminated due to death or permanent disability, or if a termination of employment occurs due to
retirement (defined herein as eligibility for retiree medical coverage based on meeting the following criteria: (1) at least 65 years of age plus 10 or more years of service, (2) at least 55 years of age plus 20 or more years of service, or (3) at
least 30 years of service at any age), prior to the date of payment, the participant or the participant’s beneficiary will eligible to receive, subject to recommendation by the participant’s manager and the CEO along with approval by the
Committee and ratification by the Board, a pro-rata portion of the award that would have been received had the participant been active for the full year. Notwithstanding anything to the contrary in this Plan, if a participant’s employment is
terminated prior to the date of payment due to voluntary resignation, job elimination or discharge, any rights to an award will be forfeited. 
  
 If a participant terminates employment prior to the date of payment for any reason other than death, permanent disability or retirement (as defined above), any rights to
an award will be forfeited. 
  
 LIMITATIONS 
  

	(a)	No part of the Plan shall be construed as an employment or compensation contract, either explicit or implied. The establishment of the Plan shall not be construed as conferring any
legal rights upon any participant for a continuation of employment, nor shall it interfere with the rights of the Company to discharge a participant and to treat him or her without regard to the effect which such treatment might have upon him or her
as a participant in the Plan. 

  

	(b)	The Company shall have the right to deduct from any amounts otherwise payable to a participant, whether pursuant to the Plan or otherwise, or otherwise to collect from the
participant, any required withholding taxes with respect to benefits under the Plan. 

  

	(c)	Subject to any applicable law, no benefit under the Plan shall be subject in any manner to, nor shall the Company be obligated to recognize, any purported anticipation, alienation,
sale, transfer (otherwise than by will or the laws of descent and distribution), assignment, pledge encumbrance, or charge, and any attempt to do so shall be void. No such benefit shall in any manner be liable for or subject to garnishment,
attachment, execution, or as a levy, or liable for or subject to the debts, contracts, liabilities, engagements, or torts of the participant. 

  

	(d)	The Plan shall not be construed as conferring on a participant any right, title, interest, or claim in or to any specific asset, reserve, account, or property of any kind possessed
by the Company. To the extent that as a participant or any other person acquired a right to receive payments from the Company, such right shall be no greater than the rights of an unsecured general creditor. 

  

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