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Separation And Consulting Agreement

Termination Severance Agreement

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Governing Law: Maryland     Date: 11/20/2009
Industry: Insurance (Accident and Health)     Sector: Financial

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THIS SEPARATION AND CONSULTING AGREEMENT (the “Agreement") is entered into on November 16, 2009, by and between COVENTRY HEALTH CARE, INC., a Delaware corporation (the “Company”), with its principal office in Bethesda, MD and SHAWN M. GUERTIN, (“Executive”).



WHEREAS, Executive is the Chief Financial Officer of the Company and entered into an employment agreement with the Company on December 19, 2007 (the “Prior Agreement”); and



WHEREAS, Executive has given notice of his intention to resign from his employment on December 31, 2009, (the “Termination Date”); and



WHEREAS, Executive and the Board of Directors (the “Board”) of the Company have determined that it is in the best interest of the Company for Executive to serve as a Consultant to the Company after the Termination Date; and



WHEREAS, the Company and Executive desire to enter into this Agreement to set forth the Executive’s duties and responsibilities, his compensation and other benefits to which Executive will be entitled pursuant to this Agreement, the Prior Agreement, and certain Restrictive Covenants Agreements previously entered into by Executive.


NOW, THEREFORE, the parties hereto, intending to be legally bound, hereby agree as follows:




Agreement . All terms and conditions of the Prior Agreement that would continue in the event of a Termination without Cause shall continue in full force and effect.




Termination Date . Effective November 16, 2009, Executive shall resign all officer and director positions with the Company and its subsidiaries, although he will remain an employee of the Company until December 31, 2009.




Compensation and Benefits . Beginning on January 1, 2010, the Company shall provide Executive with the compensation and benefits applicable to a Termination without Cause, as set forth in the Prior Agreement




Restrictive Covenants . The Restrictive Covenants Agreements (the “RCAs”) signed by Executive on a) September 26, 2008 and, b) June 22, 2009, in exchange for equity awards, shall continue in full force and effect.




Consulting Agreement . Executive agrees to, (i) provide financial and business consulting services to the Company, (ii) consult with the officers and executives of the Company, (iii) provide periodic review and advice to the Company related to various financial matters and initiatives and, (iv) provide assistance to the Company and its attorneys in defending various lawsuits filed against the Company.




Term . The term during which Executive will be providing the consulting services described in Paragraph 5 above will be January 1, 2010 to December 31, 2011.




Payment . Payment for these consulting services will be $50,000 per calendar quarter, payable upon the last day of each quarter. Executive shall be solely responsible for the payment of all federal, state and local taxes arising from such payments.




Travel and Expenses . Where travel is authorized by the Company, all reasonable and necessary out-of-pocket travel and related expenses will be reimbursed by the Company, upon the submission of appr

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