Attached files
| file | filename |
|---|---|
| EX-21 - EXHIBIT 21 - COVENTRY HEALTH CARE INC | exhibit21_12312009.htm |
| EX-32 - EXHIBIT 32 - COVENTRY HEALTH CARE INC | exhibit32_12312009.htm |
| EX-12 - EXHIBIT 12 - COVENTRY HEALTH CARE INC | exhibit12_12312009.htm |
| EX-23 - EXHIBIT 23 - COVENTRY HEALTH CARE INC | exhibit23_12312009.htm |
| EX-31.1 - EXHIBIT 31.1 - COVENTRY HEALTH CARE INC | exhibit311_12312009.htm |
| EX-31.2 - EXHIBIT 31.2 - COVENTRY HEALTH CARE INC | exhibit312_12312009.htm |
| 10-K - FORM 10K - COVENTRY HEALTH CARE INC | form10k_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%).