Coventry Health Care, Inc. (“Coventry”) Summary of Non-Employee Directors’ Compensation

EX-10.14 6 exhibit1014_12312007.htm EXHIBIT 10.14

Exhibit 10.14

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 2008.

Compensation Components	Board or Committee		Compensation
Annual Compensation for Attendance at Regular Board Meetings¹ (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		10,000
	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
	(voluntary participation)

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¹ Any non-employee directors who become eligible to participate in the Plan after January 1 will receive a pro rata portion of the Annual Compensation.

Subject to the terms of the Plan, non-employee directors may elect the form and the timing of their compensation on an individual basis as summarized in the table below. All elections of the form of payment must be made in multiples of 25%. The table below summarizes the forms of compensation each individual non-employee director may select as well as certain material terms related to those forms of compensation.

Payment “Form”²	Maximum Allocation	Payment “Current”	Payment “Deferred”	Vesting
Cash	50%³	Paid at the end of each quarter	Credited at the end of each quarter⁴	None
Restricted Stock/ Stock Units	100%	Granted at beginning of year	Stock Units deferred until termination of service or unforeseeable emergency	Quarterly over the year of service
Stock Options	100%	Granted at beginning of year	Exercisable when vested and subject to a 10 year term	Quarterly over the year of service

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² Value of stock options, restricted stock awards and stock units determined in accordance with SFAS 123R.

³ limit may be waived with the approval of the Chairman of the Compensation Committee

⁴ cash will be credited quarterly with interest based on the Company’s borrowing rate set at the beginning of each year (the 2008 rate is approximately 3.67%).