0001071739-08-000034 Sample Contracts

This Contract Amendment (the “Amendment”) is between the Texas Health and Human Services Commission (HHSC), an administrative agency within the executive department of the State of Texas, having its principal office at 4900 North Lamar Boulevard,...
Contract Amendment • October 28th, 2008 • Centene Corp • Hospital & medical service plans • Texas

STAR, CHIP, and CHIP Perinatal Program results will be consolidated, but STAR+PLUS Program results will be calculated on a stand-alone basis. For a given HMO, total incurred administrative expenses, as reported on the FSRs for the HMO’s Service Areas and/or Programs (excluding STAR+PLUS), will be summed, and compared to the total Admin Caps for the HMO’s various Service Areas and Programs (excluding STAR+PLUS). Thus, a STAR, CHIP, or CHIP Perinatal HMO that exceeds its Admin Cap limit in one or more Service Areas or Programs, but does not exceed the Admin Cap in another Service area or Program, may have an offset. Similarly, within STAR+PLUS, HMOs operating in multiple Service Areas will likewise consolidate STAR+PLUS Service Area FSR administrative expense results, and compare that to consolidated STAR+PLUS Admin Caps. The net impact of the Admin Cap across relevant FSRs will be applied to the Experience Rebate calculation.

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CENTENE CORPORATION Restricted Stock Unit Agreement Granted Under Amended and Restated 2003 Stock Incentive Plan
Restricted Stock Unit Agreement • October 28th, 2008 • Centene Corp • Hospital & medical service plans
CENTENE CORPORATION Nonstatutory Stock Option Agreement Granted Under Amended and Restated 2003 Stock Incentive Plan
Nonstatutory Stock Option Agreement • October 28th, 2008 • Centene Corp • Hospital & medical service plans

THIS AGREEMENT is entered into by and between CENTENE CORPORATION, a Delaware corporation (hereinafter the “Company”), and the undersigned employee of the Company (hereinafter the “Participant”).

EXECUTIVE SEVERANCE AND CHANGE IN CONTROL AGREEMENT
Executive Severance and Change in Control Agreement • October 28th, 2008 • Centene Corp • Hospital & medical service plans • Missouri

In this Executive Severance and Change in Control Agreement dated as of ________ __, 20__ (the “Agreement”), Centene Corporation, including its subsidiaries (collectively referred to as the “Company”), and ___________________ (“Executive”), intending to be legally bound and for good and valuable consideration, agree as follows:

CENTENE CORPORATION Incentive Stock Option Agreement Granted Under Amended and Restated 2003 Stock Incentive Plan
Incentive Stock Option Agreement • October 28th, 2008 • Centene Corp • Hospital & medical service plans

THIS AGREEMENT is entered into by and between CENTENE CORPORATION, a Delaware corporation (hereinafter the “Company”), and the undersigned employee of the Company (hereinafter the “Participant”).

AMENDMENT OF EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • October 28th, 2008 • Centene Corp • Hospital & medical service plans

This Amendment of Executive Employment Agreement is entered into as of July 14, 2008 by and between Centene Corporation, a Delaware corporation, together with its successors and assigns permitted under this Agreement (“Employer”), and Michael F. Neidorff (the “Executive”).

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