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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 2009.
|
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
|
*
|
|
|
Lead
Director
|
|
10,000
|
|
|
|
Chair of Audit
Committee
|
|
15,000
|
|
|
|
Chair of Comp
Committee
|
|
10,000
|
|
|
|
Chair of N/CG
Committee
|
|
5,000
|
|
|
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
|
|
|
|
|
|
(vo
|
|
