AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT

Exhibit 10.1

AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT

The Employment Agreement, dated May 17, 2009 and effective as of February 2, 2009 (hereinafter the “Agreement”) by and between Coventry Health Care, Inc., a Delaware corporation, and Xxxxxx X. XxXxxxxx, Xx., is hereby amended by this Amendment No. 1, entered into as of February 7, 2012, with an effective date of January 1, 2012. Capitalized terms not defined herein have the meanings set forth in the Agreement.

WHEREAS, the Executive and the Company wish to extend the Initial Term of the Agreement for an additional two years, through December 31, 2013, consistent with the Company’s desire to retain the services of the Executive; and

WHEREAS, the Executive and the Company wish to establish certain terms regarding the performance-based compensation awards which the Executive can earn during this additional two year period of employment.

NOW, THEREFORE, the Company and the Executive hereby amend the Agreement as follows by entering into this Amendment No. 1:

1. Amendments to the Agreement

(A) Section 1.1 of the Agreement is hereby amended and restated as follows:

“The term of the Executive’s employment commenced on February 2, 2009 and shall terminate on December 31, 2013 (the “Initial Term”) unless the Executive’s employment is terminated sooner as outlined in Section 4 herein.”

(B) The last sentence of Section 2.2 of the Agreement is hereby deleted and the following shall be substituted in its place:

“The Executive shall be eligible for an annual bonus (“Bonus”) in accordance with the Company’s performance-based plan for purposes of Section 162(m) of the Internal Revenue Code (the “Code”), which is currently administered as the Company’s Executive Management Incentive Plan. As of January 1, 2012, the Executive’s target annual Bonus shall equal 75% of his Base Salary and shall be earned based upon achievement of the performance targets set annually by the Committee. In no event will the annual Bonus exceed 200% of the target Bonus.”

(C) New Sections 2.8 and 2.9 are hereby incorporated into the Agreement as follows:

“2.8 On January 3, 2012, in accordance with the terms of the Incentive Plan, the Company shall grant Executive long-term performance based compensation awards having a grant date value of $2,950,000 as follows:

(a) 31,494 restricted stock units, calculated by dividing $973,500 (33% of the grant date value of $2,950,000) by $30.91, the closing market price of a share of the Company’s common stock on the New York Stock Exchange on January 3, 2012 (the “2012 Closing Price”). Upon achievement of the EPS target as set by the Committee for 2012, the restricted stock units shall vest in two equal annual increments on December 31, 2012 and on December 31, 2013. The vested restricted stock units will be settled in cash and paid out in mid-February, 2014.

(b) 63,944 performance share units, calculated by dividing $1,976,500 (67% of the grant date value of $2,950,000) by the 2012 Closing Price. The performance share units will vest on December 31, 2013 based on the level of achievement of the following two equally weighted performance factors: (1) the cumulative EPS earned over 2012 and 2013 relative to achievement of the aggregate 2012 and 2013 EPS targets set by the Committee, and (2) the cumulative revenue growth during 2012 and 2013 relative to achievement of the revenue target set by the Committee. The vested performance share units will be settled in cash and paid out in mid-February 2014.”

“2.9 On January 1, 2013, in accordance with the terms of the Incentive Plan, the Company shall grant Executive long-term performance based compensation awards having a grant date value of $2,950,000 as follows:

(a) that number of restricted stock units calculated by dividing $973,500 (33% of the grant date value of $2,950,000) by the closing market price of a share of the Company’s stock on the New York Stock Exchange on January 2, 2013 (the “2013 Closing Price”). Upon achievement of the EPS target set by the Committee for 2013, the restricted stock units will vest on December 31, 2013, settled in cash, and paid out in mid-February 2014.

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(b) that number of performance share units calculated by dividing $1,976,500 (67% of the grant date value of $2,950,000) by the 2013 Closing Price. The performance share units shall vest on December 31, 2013 based on the level of achievement of the following two equally weighted performance factors: (1) the cumulative EPS earned over 2012 and 2013 relative to the aggregate of the 2012 and 2013 EPS targets set by the Committee, and (2) the cumulative revenue growth during 2012 and 2013 relative to achievement of the revenue target set by the Committee. The vested performance share units will be settled in cash and paid out in mid-February 2014.”

(D) Section 3.1(e) is amended and restated as follows:

“(e) upon the Executive’s death, all unvested outstanding awards of restricted stock units and performance share units will vest in full. The value of these awards shall be the closing market price of a share of the Company’s stock on the New York Stock Exchange on the date of the Executive’s death and shall be settled in cash and paid to the Executive’s beneficiaries within forty-five (45) days of the Executive’s death.”

(E) Section 3.2(d) is amended and restated as follows:

“(d) upon the Executive’s disability, all unvested outstanding awards of restricted stock units and performance share units will vest in full. The value of these awards shall be the closing market price of a share of the Company’s stock on the New York Stock Exchange on the date of the Executive’s disability and shall be settled in cash and paid to Executive within forty-five (45) days of the date of Executive’s disability.”

(F) Section 4.1(c) is amended and restated as follows:

“(c) if the Executive’s Termination Without Cause or Constructive Termination occurs prior to January 1, 2013, the pro rata portion (based upon the number of full months elapsed during calendar year 2012) of the restricted stock units granted to Executive pursuant to Section 2.8(a) of this Amendment No.1 shall vest upon achievement of the 2012 EPS target set by the Committee and the pro rata portion of the performance share units granted to Executive pursuant to Section 2.8(b) of this Amendment No.1 shall vest upon achievement of the performance metrics set by the committee applicable to calendar year 2012. These vested restricted stock units and performance share units will be settled in cash and paid out in mid-February 2013. If the Executive’s Termination Without Cause or Constructive Termination occurs on

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or after January 1, 2013, the pro rata portion (based upon the number of full months elapsed during calendar year 2013) of the restricted stock units granted to Executive pursuant to Section 2.9(a) of this Amendment No.1 shall vest upon achievement of the 2013 EPS target set by the Committee and the pro rata portion (based upon the number of months elapsed during the 24 month performance period) of the performance share units granted to Executive pursuant to Section 2.8(b) and Section 2.9(b) of this Amendment No.1 shall vest upon achievement of the performance metrics set by the Committee. These vested restricted stock units and performance share units will be settled in cash and paid out in mid-February 2014.”

(G) The second sentence of Section 4.1 is amended and restated as follows:

“However, except in the case of a Change in Control, if the Executive suffers a Termination Without Cause or a constructive Termination, the Company will pay the Executive the following:”

(H) The first sentence of Section 4.2 is hereby amended and restated as follows:

“if the Executive suffers a Termination Without Cause or Constructive Termination following a Change in control, the Company will pay to the Executive the following:”

(I) Section 4.2(d) is amended and restated as follows:

“(d) upon the Executive’s termination under this Section 4.2, all unvested outstanding awards of restricted stock units and performance share units will vest in full. The awards will be immediately settled with a cash payment based on the price per share paid in the Change in Control.”

(J) The last sentence of Section 4.3 is hereby deleted and the following shall be substituted in its place:

“Any unvested stock options, unvested restricted stock units, and unvested performance share units shall be forfeited. The vested stock options, vested restricted stock units, vested performance share units and any other outstanding equity awards granted to the Executive shall be governed by the applicable award agreements, the Incentive Plan and, unless otherwise waived in the Agreement, as amended, the provisions of any other incentive plans.”

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(K) Section 4.4(b)(1) is amended and restated as follows:

“(1) a reassignment of duties or responsibilities that are not at least the equivalent of his current position as set forth in Section 1.2, a change in his current title or in his reporting relationship to Xxxxx X. Xxxx, as the CEO of the Company, or an involuntary material reduction in the compensation and benefits provided herein,”

2. Continued Employment

Notwithstanding the Continued Employment provisions set forth in Section 5(b) of the Company’s Executive Management Incentive Plan, as such provisions may be amended from time to time, Executive’s employment shall terminate in accordance with the Agreement, as amended, and Executive shall be eligible for payout of his vested restricted share units and vested performance share units in accordance with the terms of the Agreement, as amended.

3. Effect of Amendment

Except as and to the extent expressly modified by this Amendment No. 1, the Agreement will remain in full force and effect in all respects.

4. Counterparts

This Amendment No. 1 may be executed in counterparts, each of which will constitute an original and all of which, when taken together, will constitute one agreement.

IN WITNESS WHEREOF, the parties have executed this Amendment No. 1 as of February 7, 2012.

COVENTRY HEALTHCARE, INC.
By:		/s/ Xxxxx X. Xxxx
Name:		Xxxxx X. Xxxx
Title:		Chief Executive Officer
EXECUTIVE
By:		/s/ Xxxxxx X. XxXxxxxx, Xx.
Name:		Xxxxxx X. XxXxxxxx, Xx.
		Executive Vice President

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