EXHIBIT 10.1
CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT (the
“Agreement”) is made as of October 1, 2007 (the
“Effective Date”), by and between Craig S. Schub
(“Consultant”) and HealthSpring, Inc., a Delaware
corporation (the “Company”).
WHEREAS, Consultant has given the
Company notice of his intent to resign and to terminate the
Employment Agreement dated as of April 17, 2006 (the
“Employment Agreement”) and Consultant’s status
as an executive officer and employee of the Company, both effective
as of September 30, 2007;
WHEREAS, Company has accepted
Consultant’s resignation;
WHEREAS, based on Consultant’s
prior service to the Company in the capacity of Senior Vice
President and Chief Marketing Officer and his knowledge of the
Medicare program generally and the Company’s sales and
marketing plans and programs particularly, the Company desires to
continue to receive certain services of Consultant and to be
assured of his services on the terms and conditions hereinafter set
forth; and
WHEREAS, Consultant is willing to
provide his services on such terms and conditions.
NOW, THEREFORE, in consideration of
the foregoing and the mutual covenants, representations and
agreements set forth below, the Company and Consultant, intending
to be legally bound, hereby agree as follows:
1. Retention as
Consultant . The Company hereby retains Consultant, and
Consultant hereby agrees to render services to the Company, upon
the terms and conditions contained in this Agreement.
2. Services to be Provided
by Consultant . Consultant agrees to provide consulting
services as from time to time directed by the Chief Operating
Officer of the Company relating to the Company’s sales and
marketing activities. The services will be performed at times and
places selected by the Company, with reasonable consideration given
to the availability of Consultant and with the mutual understanding
that Consultant’s physical presence in one or more of the
Company’s plan markets may be requested from time to time. It
will be the duty of Consultant in rendering the services to make
such reports to the Company relating to the services as the Chief
Operating Officer of the Company may, from time to time, reasonably
request.
3. Compensation .
3.1 As compensation for the services
to be provided by Consultant to the Company, the Company shall pay
to Consultant compensation at the rate of $15,000 per month through
December 31, 2007. It is the current understanding of the
parties that the monthly compensation is based on an estimation of
approximately 40 hours of work per month by Consultant. Consultant
shall not be entitled to any other compensation for the services to
be provided hereunder (except as set forth in this section), nor
shall Consultant have any further obligations, except as provided
herein. As Consultant is an independent contractor, the Company
shall not be responsible for withholding from the compensation
payable to Consultant any amounts for federal, state, or local
income taxes, social security, or state disability or unemployment
insurance.
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3.2 Beginning January 1, 2008,
Consultant shall perform such services and on such terms as
Consultant and the Chief Operating Officer of the Company may
mutually agree.
3.3 Simultaneously with the execution
of this Agreement, Consultant and the Company shall enter into an
Amended and Restated Non-Qualified Stock Option Agreement.
4. Expenses . Upon the
receipt of itemized vouchers, expense account reports, and
supporting documents submitted to the Company in accordance with
the Company’s procedures then in effect, the Company will
reimburse Consultant for reasonable and necessary business expenses
(including travel expenses relating to travel requested by the
Company) actually incurred by Consultant directly related to the
performance of Consultant’s duties hereunder.
5. Termination .
Termination by either party shall become effective on the 30
th day
following receipt by Consultant or the Company of written notice
from the Company or Consultant, as the case may be, of such
termination. Upon a terminatio
