This Employment Agreement (“Agreement”) is made the 17 th day of May 2009, effective as of February 2,
2009, by and between Coventry Health Care, Inc., a Delaware corporation (the “Company”) and Harvey C.
DeMovick (the “Executive”).
WHEREAS, the Company employs the Executive and the parties desire to enter into this Agreement to set
forth the terms of such employment.
In consideration of the mutual covenants contained in this Agreement, the parties hereby agree as follows:
1. TERM AND DUTIES
1.1 The term of the Executive’s employment commenced on February 2, 2009 and shall continue through
March 25, 2012 (the “Initial Term”), and will continue on a year-to-year basis thereafter (each such year a
“Renewal Term”), until the Executive’s employment is terminated as outlined in Section 4 herein.
1.2 The Executive shall serve in the capacity of an Executive Vice President of the Customer Service, IT and
Medicare Divisions with Coventry Health Care, Inc., shall report to the Chief Executive Officer of the Company
and shall be responsible for the establishment and implementation of policies and directives, formulation of long
range plans, goals and objectives, effective management of employees, and such other powers and duties
normally associated with such position or as may be delegated or assigned to the Executive by the Chief
Executive Officer. During the Initial Term or any Renewal Term, the Executive shall also serve, without additional
compensation, in such other offices of the Company or its subsidiaries or affiliates to which he may be elected or
2. COMPENSATION AND BENEFITS
2.1 The Company shall pay the Executive a base salary (“Base Salary”) of not less than Six Hundred
Thousand Dollars ($600,000) per annum, subject to applicable withholdings. The Base Salary shall be payable in
accordance with the customary payroll practices of the Company. The Base Salary shall be reviewed annually
and shall be subject