Centene Corporation
Exhibit
99.1
Centene
Corporation
2007
Long-Term Incentive Plan
Cash-Based
Award Agreement (“Award Agreement”)
Participant
Name:
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Type
of Award:
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Cash-Based
Award
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Target
Incentive Award:
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Performance
Goals:
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3-Year
Annualized Compounded Revenue Growth Rate & 3-Year Cumulative Pre-tax
Margins
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Performance
Period:
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January
1, 2___ to December 31, 2___
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End
of Performance Period:
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December
31, 2___
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Relationship
to Plan. This
Award is granted pursuant to the Centene Corporation (the “Company”) 2007
Long-Term Incentive Plan (the “Plan”) and is in all respects subject to the
terms, conditions, and definitions of the Plan (including, but not limited
to,
provisions concerning restrictions on Awards, termination, nontransferability,
and any adjustment to the Award). The Participant hereby accepts this Award
subject to all the terms and provisions of the Plan. The Participant further
agrees that all decisions under and interpretations of the Plan by the Committee
shall be final, binding, and conclusive upon the Participant and his or her
heirs. All capitalized terms used herein and not otherwise defined herein
shall
have the same meanings ascribed to them in the Plan. If there is any
inconsistency between the terms of this Award Agreement and the terms of
the
Plan, the Plan’s terms shall completely supersede and replace the conflicting
terms of this Award Agreement.
Performance
Period. The
Performance Period commences on January 1, 2___, and ends on December 31,
2___.
Performance
Goals. The
Performance Goals are expressed in terms of the 3-Year Annualized Compounded
Revenue Growth Rate of the Company as identified in Exhibit A (“3-Year
Annualized Compounded Revenue Growth Rate”), and in terms of the 3-Year
Cumulative Pre-tax Margins of the Company as identified in Exhibit A (“3-Year
Cumulative Pre-tax Margins”), both weighted equally as shown in the performance
matrix set forth in Exhibit B.
Determination
of Award Amount.
Upon conclusion of the Performance Period, the Committee shall determine
the
level of achievement of the Performance Goals for the Performance Period
and the
corresponding performance matrix percent (“Performance Matrix Percent”) set
forth in Exhibit B. In determining the Performance Matrix Percent, the Committee
shall determine the percentage level of achievement of each the 3-Year
Annualized Compounded Revenue Growth Rate of the Company, and the 3-Year
Cumulative Pre-Tax Margins of the Company. Once determined, the Participant’s
Award Amount shall be determined by multiplying the Participant’s Target
Incentive Award, stated above, by the applicable Performance Matrix
Percent.
Award
Payment. The Participant
shall be entitled to receive an Award Payment, as determined under this Award
Agreement, from the Company in the form of cash, in one lump sum, within
sixty
(60) days after the end of the stated Performance
Period.
The
Company shall maintain a record of all information pertaining to the
Participant’s rights under this Award Agreement, including the date of
payment.
Change
in Control. Upon a
Change in Control, the payment of the Award shall be accelerated as of the
effective date of the Change in Control, and there shall be paid out in cash
to
the Participant within thirty (30) days following the effective date of the
Change in Control an amount based upon an assumed achievement, during the
Performance Period, of all relevant Performance Goals at a 100% target
level.
Withholding
of Taxes. The
Company shall have the power and the right to deduct or withhold, or require
a
Participant to remit to the Company, the minimum statutory amount to satisfy
federal, state, and local taxes, domestic or foreign, required by law or
regulation to be withheld with respect to any taxable event arising as a
result
of this Plan (the “Withholding Taxes”). As the Participant is entitled to
receive cash under the terms of this Award Agreement, the Participant shall
pay
the Withholding Taxes to the Company in cash or have the Company withhold
from
payments otherwise due to the Participant any Award amounts necessary to
pay the
Withholding Taxes.
Termination
of Employment. The
Participant’s Termination of Employment shall affect any Award under this Award
Agreement in the following manner:
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(i)In
the event of a Participant’s termination of employment for Cause by the
Company or Subsidiary all of the Participant’s rights to this Award shall
be forfeited.
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(ii)In
the event a Participant’s employment with the Company or Subsidiary
terminates on account of death, Disability or Qualified Retirement,
the
Award Payment shall be determined using the relevant Performance
Goals,
and shall be reduced to reflect participation prior to termination
only.
The reduced award shall be determined by multiplying said Award
by a
fraction; the numerator of which is the number of days of employment
in
the Performance Period through the date of employment termination,
and the
denominator of which is the number of days in the Performance Period.
In
the case of a Participant’s Disability, the employment termination shall
be deemed to have occurred on the date that the Committee determines
the
Participant has incurred a Disability, as defined below.
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(iii)In
the event of a Participant’s termination of employment with the Company or
Subsidiary is on account of any reason other than those specified
in
subparagraphs (i) and (ii) above, the Committee, in its sole discretion,
may pay a prorated award for the portion of the Performance Period
that
the Participant was employed by the Company, computed as determined
by the
Committee.
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For
the
purpose of this Agreement, Disability means, subject to
a
medical examination as specified by the Committee, the Participant:
(a) is unable to engage in any substantial gainful activity by reason of
any
medically determinable physical or mental impairment which can be expected
to
result in death or can be expected to last for a continuous period of not
less
than twelve (12) months, or (b) is, by reason of any medically determinable
physical or mental impairment which could be expected to result in death
or can
be expected to last for a continuous period or not less than twelve (12)
months,
receiving income replacement benefits for a period of not less than three
(3)
months under an accident and health plan covering employees of the
Company.
For
the
purpose of this Agreement, Qualified Retirement means: (a) the satisfaction
of
the definition of normal retirement for purposes of receiving retirement
benefits under the Company’s other benefit plans, as specified by the Committee,
or (b) upon achieving the age of 55 and having 10 years of service with the
Company.
Transferability.
The Award
granted hereunder shall not be transferable other than by will or by the
laws of
descent and distribution. During the lifetime of the Participant, the Award
shall be paid only to the Participant. Any portion of the Award payable at
the
date of the Participant’s death and transferred by will or by the laws of
descent shall be payable in accordance with the terms of the Award to the
Participant’s estate for the period provided herein with respect to termination
of employment as a result of the Participant’s death.
No
Employment or Service
Contract. Nothing in this Award Agreement or in the Plan shall confer
upon the Participant any right to continue such Participant’s relationship with
the Company or Subsidiary thereof, nor shall it give any Participant the
right
to be retained in the employ of the Company or a subsidiary or interfere
with or
otherwise restrict in any way the rights of the Company or Subsidiary, which
rights are hereby expressly reserved, to terminate any Participant’s employment
or relationship at any time for any reason, except as may be set forth in
an
employment agreement between the Participant and the Company or Subsidiary
of
the Company.
Modification
of Award
Agreement. This Agreement may be modified, amended, suspended, or
terminated, and any terms or conditions may be waived, but only by a written
instrument executed by the parties hereto.
Severability.
Should any
provision of this Agreement be held by a court of competent jurisdiction
to be
unenforceable or invalid for any reason, the remaining provisions of this
Agreement shall not be affected by such holding and shall continue in full
force
in accordance with their terms.
Special
Provisions Relating to
Section 409A of the Code. This Award, in form and/or operation, is not
intended to constitute “deferred compensation” within the meaning of section
409A of the Code and therefore, the Award is intended to be exempt from the
requirements applicable to deferred compensation under section 409A of the
Code
and the regulations thereunder.
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(i)Modifications
required to
maintaining Award’s exempt status under Section 409A of the
Code. To
the extent
necessary and permitted under Section 409A of the Code, the Company is authorized
to amend
this Award Agreement or to substitute this Award with another Award
of
comparable economic value so that the Award as modified or
substituted, remains exempt from the requirements applicable to
deferred
compensation under Section 409A of the Code and (ii) the Committee
shall
take no action otherwise permitted under the Plan or this Award
Agreement
to the extent such action shall cause the Award to be treated as
deferred
compensation within the meaning of Section 409A of the Code. The
Committee, in its sole discretion, shall determine to what extent
if any,
this Award Agreement shall be required to be so modified or substituted.
Notwithstanding any provision to the contrary, such modification
or
substitution shall be made without prior notice to or consent of
Participant.
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(ii)Modifications
required if Award considered deferred compensation. If the
Committee determines that
this Award, in form or operation, constitutes deferred compensation
under
Section 409A of the Code, then (i) to the extent necessary, the Company
is authorized to
modify this Award Agreement or to substitute this Award with another
Award
of comparable economic value so that the Award as modified or
substituted, complies with the requirements applicable to deferred
compensation under Section 409A of the Code, and (ii) the Committee
shall
take no action otherwise permitted under the Plan or the Award
Agreement
to the extent such action shall cause the Award to no longer comply
with
the requirements applicable to deferred compensation under Section
409A of
the Code. The Committee, in its sole discretion, shall determine
to what
extent if any, this Award Agreement shall be required to be so
modified or
substituted. Notwithstanding any provision to the contrary, such
modification or substitution shall be made without prior notice
to or
consent of the Participant.
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Governing
Law. The validity,
interpretation, construction and performance of this Award Agreement shall
be
governed by the laws of the Missouri without giving effect to the conflicts
of
laws principles thereof.
IN
WITNESS WHEREOF, the parties hereto have executed this Award Agreement as
of the
date indicated below.
Centene
Corporation
Accepted:
__________________
Dated: __________________
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By:
______________________________
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