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PLEASE READ THIS DOCUMENT CAREFULLY. IT WILL
RELEASE AND WAVE LEGAL CLAIMS AND RIGHTS
YOU MAY HAVE. YOU ARE ADVISED TO CONSULT WITH
AN ATTORNEY BEFORE SIGNING THIS DOCUMENT.
SEPARATION AGREEMENT AND RELEASE
1. Definitions. All words used by this Release have their plain meanings
in ordinary English. Specific terms used in this Release have the
following meanings.
A. "I," "me," and "my," mean both me and anyone who has or obtains
any legal rights or claims through me, including but not limited to, my
spouse, heirs, assigns, representatives, and executors.
B. "CHC" means Coventry Health Care, Inc., Coventry Corporation,
Coventry Health and Life Insurance Company, Group Health Plan, and any
of their present or past predecessors, successors, subsidiaries,
affiliates, divisions, committees, joint venture partners, or a new
entity created through merger or acquisition that includes any of the
preceding.
C. "Employer" means CHC; any present or past directors, officers,
employees, attorneys, agents, or representatives of CHC; any present or
past employee benefit plan sponsored by CHC and/or the directors,
officers, trustees, administrators, employees, attorneys, agents, or
representatives of that plan; any company providing insurance to CHC in
the present or past; and any person who acted on behalf of or on
instructions from CHC.
D. "My Employment Agreement" means the Employment Agreement
between CHC and myself entered into as of November 11, 1996.
E. "My Claims" means all of my existing rights, as of the date of
my execution of this agreement, to any relief of any kind from CHC,
whether or not I know about those rights, including but not limited to:
(1) all claims arising out of or relating to my past
employment with Employer, the termination of that employment,
or the statements or actions of Employer;
(2) all claims under any federal, state, or local statute,
ordinance, or regulation, including but not limited to, claims
for any alleged unlawful discrimination or any other alleged
unlawful employment practices under the Fair Labor Standards
Act, the Equal Pay Act, Title VII of the Civil Rights Act of
1964, as amended, Missouri Human Rights Law, as amended, the
Age Discrimination in Employment Act, the Older Workers Benefit
Protection Act, the Americans with Disabilities Act, the Civil
Rights Act of 1991, the Civil Rights Act of 1964, the National
Labor Relations Act, the Employment
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Retirement Income Security Act, the Family and Medical Leave
Act, and the Worker Adjustment and Retraining Notification Act;
(3) all claims under any principle of common law, including
but not limited to, claims for alleged unpaid salary, overtime,
and bonuses, harassment, retaliation or reprisal, assault or
battery, defamation, intentional or negligent infliction of
emotional distress, invasion of privacy, false imprisonment,
fraud, intentional or negligent misrepresentation, interference
with contractual or business relationships, violation of public
policy, my conduct, if any, as a "whistleblower", negligence,
breach of contract, breach of fiduciary duty, breach of the
covenant of good faith and fair dealing, promissory or
equitable estoppel, and any other wrongful employment
practices;
(4) all claims for any type of relief from the Employer,
including but not limited to, claims for back pay, front pay,
lost benefits, reinstatement, liquidated damages, multiple
damages, punitive damages, and damages for any alleged breach
of contract, any tort claim, or any alleged personal injury or
emotional injury or damage, whether or not compensable under
any workers' compensation statutes; and
(5) all claims for attorneys' fees, costs, and
disbursements.
(6) "My Claims" do not include my vested rights, if any, in
CHC's Select Savings 401(k) Plan; in CHC's Stock Option Plan,
except as limited by paragraph 3, below; the CHC Supplemental
Executive Retirement Plan (SERP); or my rights under COBRA for
extended insurance coverage, all of which survive unaffected by
this Release.
2. My active services as an employee will end on April 23, 1999. I
will be granted consideration by CHC on the following basis:
CHC agrees to delete the requirement of paragraph 10 of My Employment
Agreement that I give sixty (60) days prior written notice of the
termination of my employment thereunder, with the understanding that
the remaining provisions of paragraph 10 of My Employment Agreement,
which are incorporated herein by reference, remain in effect.
CHC agrees that notwithstanding the provisions of paragraph 14(b) of My
Employment Agreement, I may directly or indirectly own, manage,
operate, control or participate in the ownership, management, operation
or control of, or be connected as an officer, employee, partner,
director or otherwise with, or have a financial interest in, or aid and
assist anyone else in the conduct of, UnitedHealth Group, and its
affiliates and subsidiaries, so long as I do not participate in an
operating role with respect to any non-Medicare operations of
UnitedHealth Group, its affiliates and subsidiaries in the State of
Missouri for the period specified in paragraph 14(b). All
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of the other provisions of paragraph 14 of My Employment Agreement,
which are incorporated herein by references, remain in effect.
As of my last day of active employment, I am no longer authorized to
incur any expenses, obligations or liabilities on behalf of Employer,
handle any Employer business, or direct employee activities. I agree to
repay any outstanding loans from the Employer to me within thirty days
of the effective date of this Separation Agreement and Release.
I may keep any copies or duplicates of reports or papers I now have
which are directly related to my personnel records or required for
preparation of my personal income tax return. I represent that I will
return all Employer property, including reports, files, records,
cellular telephones, pagers, MCI/Worldcom calling cards, American
Express cards, computers and/or peripheral equipment, leased vehicles,
if any, SecurID cards, software, security passcards, keys, computer
codes, manuals and other physical or personal property which I received
or prepared or helped prepare in connection with my employment with
Employer.
CHC, its present and past directors and officers, and I agree not to
make negative comments to current or future professional colleagues,
members of the health care community, or others about the other party
which could result in damage to the reputation of the other party,
recognizing that to do so will result in the use of allowable legal
recourse by the other party. I agree to resign from all positions as a
director or officer of Employer as of my last day of active employment.
I also agree, in addition to the provisions of paragraph 14(d) of My
Employment Agreement, as a condition of receiving the consideration
described in this agreement, to fully cooperate with and consult with
Employer, either by telephone or in person, with respect to any
administrative or judicial proceedings involving matters with which I
was involved during the term of my employment. Employer agrees that,
except as may be required by law or pursuant to legal proceedings, such
requests will be reasonable in number and will consider the time
required by me for other employment. Employer also agrees to reimburse
me for ordinary and necessary travel expenses incurred by me in
connection with such cooperation.
3. Agreement to Release My Claims. In exchange for the above
consideration, which is substantially more than Employer is required to
provide me under its standard policies and procedures, and which is
conditioned on and in consideration of my execution of this Release, I
agree to give up all My Claims against the Employer. I will not bring
any lawsuits or make any other demands or claims against the Employer
or allow or authorize any other person to do so on my behalf based on
My Claims. The consideration that I will receive is a full and fair
compromise payment for the release of My Claims and for the other
obligations I am assuming as specified in this Release. I also agree
that if I violate this Release by suing the Employer for any of My
Claims, I will pay all costs and expense of defending the lawsuit
incurred by
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the Employer, including but not limited to, reasonable attorneys' fees,
costs, disbursements, awards, and judgments.
I also agree to give up (a) all claims to exercise, at any time more
than ninety days after my last day of active service, any stock options
granted to me, whether in My Employment Agreement or otherwise, which
are vested as of my last day of active service; and (b) all claims to
exercise, at any time whatsoever, any stock options granted to me,
whether in My Employment Agreement or otherwise, which were not vested
as of my last day of active service.
4. Vacation Payout. CHC agrees to pay me the unused vacation which I have
accrued as of my last day of employment. This payment will be made in a
lump-sum within 14 days of my last day of employment and is equivalent
to $109,230.28, less legal deductions. Since my active service as an
employee will end on April 23, 1999, this payment is not eligible for
deferrals to the Employer's 401(k) or SERP Plan.
5. Confidentiality. I understand that I may disclose the contents of this
Release to my spouse, my attorney, and my tax advisor. I agree that if
I do so, I will inform them of this confidentiality clause and tell
them that they are also bound by it. I agree that I will not disclose
the contents of this Release or any of its terms to any other
individual, corporation, or entity, except as required by law. I
acknowledge that disclosing the contents of this Release except to the
persons listed above would cause Employer injury and damage, the actual
amount of which would be difficult to determine; thus, I agree to pay
Employer $1,000.00 each time that I violate this confidentiality
clause, and also to pay all of CHC's attorneys' fees, costs, and
disbursements incurred in getting a court order to stop me from
violating this confidentiality clause or to seek damages from me
resulting from my violation. Employer also agrees that it will not
disclose the contents of this Release or any of its terms to any other
individual, corporation, or entity, except to its attorneys and tax
advisors, whom it will first inform are also bound by this
confidentiality clause, or as required by law.
6. Additional Agreements and Understandings. Even though the Employer is
granting me consideration to release My Claims, the Employer does not
admit that it is responsible or legally obligated to me for My Claims.
In, fact, I understand the Employer denies that it is responsible or
legally obligated for My Claims, or that it has engaged in any improper
or unlawful conduct or wrongdoing against me.
7. Advice to Consult With An Attorney. I understand and acknowledge that I
am being advised by the Employer to consult with an attorney prior to
signing this Release. My decision to sign or not to sign this Release
is my own voluntary decision made with full knowledge that the Employer
has advised me to consult with an attorney.
8. My Representations. I am old enough to sign this Release and to be
legally bound by the agreements that I am making. I have no physical or
mental impairment of any kind that has interfered with my ability to
understand the meaning or terms of this
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Release and am not under the influence of any medication or
mind-altering chemical of any kind at the time I signed this Release. I
represent that I have not filed for personal bankruptcy or been
involved in any pending personal bankruptcy proceeding between any
accrual of My Claims and the date of my signature below. I am legally
able and entitled to receive the full consideration that will be given
to me by the Employer in settlement of My Claims. I have read this
Release carefully. I understand all its terms. In agreeing to sign this
Release I have not relied on any statements or explanations made by the
Employer or its attorneys, except as specifically set forth in this
Release. I am voluntarily releasing My Claims against the Employer. I
made the decision to sign this Release freely and without duress or
coercion. This Release shall be governed by the laws of the State of
Maryland.
9. My Rights to Review, Accept, or Rescind. The Employer has informed me
and I understand and acknowledge that I have a period of 21 days,
beginning on the day after the day this Release is delivered to me, to
consider whether I wish to enter into this Release and be bound by its
terms. The Employer has informed me and I understand and acknowledge
that if I do not accept the terms of this Release within that 21-day
review period, Employer may not extend the time in which its offer to
enter into the agreements contained in this Release is open to me. I
understand and acknowledge that if I sign this Release before the end
of the 21-day period, it will be my personal, voluntary decision to do
so.
If I decide to accept the terms of this Release, I must send the signed
and dated Release by first-class mail or deliver it by hand to the
address given below within the 21-day period that I have to consider
signing this Release.
The Employer has informed me and I also understand and acknowledge
that, after I sign this Release, I may change my mind within a 7-day
period, not counting the day on which I signed it, and revoke my
acceptance of it. In order for my revocation to be effective, I
understand and acknowledge that it must be in writing and mailed by
certified mail, return receipt requested, or hand delivered to Employer
at the following address and postmarked or received by Employer within
the 7-day period:
Coventry Health Care Inc.
Attention: Xxxxxx X. XxXxxxxxx
0000 Xxxxxxxxx Xxxxx
Xxxxxxxx, XX 00000
I understand and acknowledge that I will not receive any of the
consideration granted under this Release if I revoke it, and in any
event, I will not receive any consideration until after the 7-day
revocation period has expired.
10. Entire Agreement. This Release is the entire agreement between Employer
and me relating to the termination of my employment and this
settlement. If any portion of this Release is found to be invalid,
unlawful, or unenforceable, I desire that all other
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portions of this Release that can be separated from it or
appropriately limited in scope will remain fully valid and enforceable.
11. NOTICE: MY SIGNATURE INDICATES THAT I HAVE CAREFULLY READ AND UNDERSTAND
THE TERMS OF THIS RELEASE AND WAIVER OF CLAIMS AND RIGHTS, THAT I HAVE
BEEN GIVEN TWENTY-ONE (21) DAYS TO CONSIDER THIS RELEASE AND THAT I WAS
ADVISED TO CONSULT AN ATTORNEY ABOUT THIS RELEASE AND WAIVER OF CLAIMS
AND RIGHTS, AND THAT I AM SIGNING THIS DOCUMENT VOLUNTARILY AND NOT AS
A RESULT OF COERCION, DURESS, OR UNDUE INFLUENCE.
I FURTHER UNDERSTAND THAT FOR A PERIOD OF SEVEN (7) DAYS FOLLOWING THE
SIGNING OF THIS RELEASE AND WAIVER OF CLAIMS AND RIGHTS, I MAY REVOKE
IT BY FOLLOWING THE DIRECTIONS IN PARAGRAPH 8 OF THIS DOCUMENT AND THE
RELEASE AND WAIVER OF RIGHTS AND CLAIMS WILL NOT BE EFFECTIVE UNTIL
SEVEN (7) DAYS AFTER I SIGN IT.
Dated: April 13, 1999
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Signature: /s/ XXXXXXX X. XXXXX
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Xxxxxxx X. Xxxxx
Social Security No: ###-##-####
COVENTRY HEALTH CARE, INC.
By: /s/ XXXXXX X. XXXXXXXXX
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Xxxxxx X. XxXxxxxxx
Executive Vice President and
Chief Operating Officer
April 15, 1999
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