FORM OF PERFORMANCE STOCK UNITS
AGREEMENT
THIS PERFORMANCE STOCK UNITS
AGREEMENT (“Agreement”) is made and entered
into as of ___________________ by and between COVENTRY HEALTH
CARE, INC ., a Delaware corporation, (the
“Company”) and ___________________
(“Holder”).
1.
Award . The Company hereby awards Holder ________
Performance Stock Units (collectively, “PSUs”,
singularly, “PSU”), subject to the terms and conditions
of this Agreement and the terms and conditions of the Amended and
Restated 2004 Incentive Plan. If the terms of this Agreement
conflict with or are inconsistent with the terms of the Amended and
Restated 2004 Incentive Plan, the Amended and Restated 2004
Incentive Plan shall control.
2.
Definition of PSU . A PSU is a hypothetical share of the
Company’s common stock. The value of a PSU on any given date
shall be equal to the closing market price of the Company’s
common stock on the New York Stock Exchange as of such date. A PSU
does not represent an equity interest in the Company and carries no
voting rights. The Holder shall have no rights as a shareholder
with respect to shares of the Company’s common stock to which
this award relates.
3.
Restrictions, Performance Goals and Conditions : (a)(i)
Restrictions. Commencing with the date hereof, the Holder
agrees that Holder has no right to, and shall not, sell, transfer,
pledge or assign, in whole or in part, the PSUs. The PSUs shall not
vest until (x) all performance goals set forth herein have been
attained and (y) the required time period with respect to each
increment of PSUs shall have lapsed.
(ii) 2009
Performance Goals. This
award of PSUs is performance-based and all or a portion of ___% of
the PSUs awarded (the “2009 Award Increment”) is
subject to forfeiture upon the Company’s failure to attain
one of the performance goals set forth below for the year ending
December 31, 2009:
(iii) 2010
Performance Goals. This
award of PSUs is performance-based and all or a portion of ___% of
the PSUs awarded herein (the “2010 Award Increment”) is
subject to forfeiture upon the Company’s failure to attain
such performance criteria as shall be established by the
Compensation Committee of the Board of Directors of the Company
(the “C
