SEPARATION AND CONSULTING
AGREEMENT
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”).
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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
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WHEREAS, Executive has given notice
of his intention to resign from his employment on December 31,
2009, (the “Termination Date”); and
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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
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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.
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NOW, THEREFORE, the parties hereto,
intending to be legally bound, hereby agree as follows:
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1.
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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.
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2.
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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.
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3.
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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
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4.
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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.
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5.
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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.
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(a).
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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.
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(b).
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Payment . Payment for these consulting services will be
$50,000 per calendar quarter, payable upon th
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