8-KMaterial AgreementsOther EventsExhibits & Filings

CENTENE CORP 8-K Report, Material Agreement (Nov 9, 2004)

Filed November 9, 2004For Securities:CNC

Summary

Centene Corporation (CNC) filed an 8-K on November 9, 2004, primarily to disclose the execution of a new, long-term executive employment agreement with its Chairman, President, and CEO, Michael F. Neidorff. The agreement, effective November 8, 2004, extends for ten years, through November 8, 2014. It outlines a base salary of $650,000, subject to annual review, with a target bonus of 125% and a maximum of 200% of base salary. A significant component of the compensation includes 500,000 restricted stock units (RSUs), with staggered vesting schedules, to be distributed after employment termination under specific conditions. The agreement also details severance provisions for Mr. Neidorff in cases of termination without cause or resignation for good reason, including extended salary and bonus continuation, lifetime medical and life insurance, and full acceleration of equity awards under certain conditions. Notably, a change in control event during the agreement's term or the preceding six months will trigger full vesting of unvested equity awards. Additionally, the filing reports the designation of James D. Donovan, Jr. as a Section 16 Officer and discloses his executive employment agreement, which includes provisions for severance and change in control benefits.

Key Highlights

  • 1Centene Corporation entered into a new 10-year executive employment agreement with CEO Michael F. Neidorff, effective November 8, 2004.
  • 2The agreement includes an annual base salary of $650,000, with potential bonuses ranging from 125% (target) to 200% (maximum) of base salary.
  • 3Mr. Neidorff is awarded 500,000 restricted stock units (RSUs) with multi-year vesting schedules.
  • 4Significant severance packages are outlined for Mr. Neidorff, including extended salary/bonus continuation and lifetime medical/life insurance if terminated without cause or for good reason.
  • 5Full acceleration of unvested equity awards for Mr. Neidorff is triggered by a change in control event.
  • 6James D. Donovan, Jr. was designated as a Section 16 Officer, with his executive employment agreement also detailed, including severance and change-in-control provisions.

Frequently Asked Questions

The primary purpose of this 8-K filing is to disclose the execution of a new, long-term executive employment agreement with Centene's CEO, Michael F. Neidorff, and to announce the designation of James D. Donovan, Jr. as a Section 16 Officer along with his employment agreement.

The agreement is for a ten-year term (until November 8, 2014), with an annual base salary of $650,000, an annual target bonus of 125% of base salary, and a maximum bonus of 200% of base salary. It also includes an award of 500,000 restricted stock units (RSUs) with specified vesting schedules.

If terminated without cause or if he resigns for 'good reason', Mr. Neidorff is entitled to several benefits, including continuation of salary and bonus for up to 36 months (or the remainder of the agreement term, whichever is shorter), lifetime medical and life insurance coverage, prorated bonus for the year of termination, and full acceleration of all unexercised stock options and unvested restricted stock units.

In the event of a specified change in control during the term of the agreement or the six months prior to its expiration, any unvested restricted stock units and unexercised stock options or other equity awards held by Mr. Neidorff will vest in full.