Exhibit 10(n)
2002 Management Incentive Plan (MIP) Description
Performance Cycle January 1 through December 31, 2002
Introduction
The Management Incentive Plan (the "MIP" or the "Plan") is an annual incentive
plan for officers and other designated management associates where awards are
based on achievement of actual performance goals in relation to pre-determined
performance goal levels.
Eligibility and Participation
All officers and other designated management associates are eligible for
participation in the MIP. The CEO or appropriate senior staff member will notify
individuals selected to participate (the "Participant") via the Humana Self
Service website.
Target Award Opportunity
At the beginning of each Plan year, a target incentive level will be established
for each Participant. Target incentive levels will be expressed as a percentage
of base salary earned, plus sales incentive target, if applicable. The
Participant earns the right to receive the target incentive award or a greater
or lesser award based on corporate and/or unit performance achievement levels.
Participants must maintain an acceptable level of individual performance during
the Plan year to receive an award. A Participant's incentive award shall be
based on his/her earned salary, exclusive of any bonus or fringe benefits. For
those Participants receiving a sales incentive, the MIP award will be calculated
based on the Participant's earned salary, plus their target sales incentive for
the year.
Performance Goals
At the beginning of each Plan year, the CEO will establish performance goals
based on Participant's business unit and/or corporate staff responsibilities.
The goals will not be modified, once established for the Plan year, unless
unforeseen circumstances occur which would have substantially influenced the
setting of the goals had such circumstances been known at the time. Any such
change is subject to the approval of the Board of Directors.
Performance levels shall be established in the following areas:
1. Earnings - which encourages top performance at the corporate and unit
levels
2. Membership - which ties associates to the growth of the company
The weightings of these factors may be different between Participants depending
on his or her position and responsibilities.
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2002 Management Incentive Plan (MIP) Description
Performance Cycle January 1 through December 31, 2002
Form and Timing of Payment
MIP incentive awards will be paid via check by March 15 of the year following
the Plan year and after award amounts are approved by the Board.
New Hires, Promotions or Position Changes
Awards will be made on a pro-rated basis to those individuals who become
eligible (new hires or promotions) for participation during the course of the
Plan year. Associates hired on or after November 1 will not receive a prorated
award for the January 1 to December 31 performance cycle.
Any transfer or change in position of a Plan Participant during the Plan year,
resulting in participation at a lower target award level, will be recognized.
The Participant will receive an incentive award that is calculated based on the
pro-rated target award levels that were established for the Participant during
the Plan year. For example, if a Participant was in a MIP-eligible position for
half of the Plan year at a 30% incentive target and then was promoted to another
eligible position at a 40% target, he or she would receive an award based on 30%
of their earned base salary during the first half of the year, plus 40% of base
salary earned during the balance of the year. If the transfer or change in
position results in non-eligibility for the Plan, a pro-rated award will be
calculated based on the Participant's actual period of active participation in
the Plan.
A Participant must have been in a MIP-eligible position for a minimum of two
months for any pro-rated award to be paid.
Termination - Death, Disability, or Retirement
If a Participant's employment is terminated due to death, disability, or
retirement during a Plan year, the award earned will be pro-rated based on the
number of days of participation during the Plan year. The Participant must have
been in the Plan a minimum of two months of the Plan year before an award is
paid. The award will be calculated based on the Participant's earned salary
during the time of active participation in the Plan.
Leave of Absence
A Participant who is granted a leave of absence during the Plan year is not
eligible to participate in the Plan during the time they are on leave from the
Company. However, at the discretion of the CEO, a Participant may be eligible to
receive partial incentive compensation for the period of time he or she was an
active participant in the Plan. No partial payments will be made if the period
of active participation was less than two months during the Plan year.
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2002 Management Incentive Plan (MIP) Description
Performance Cycle January 1 through December 31, 2002
Other Termination
If a Participant's employment is terminated prior to December 31 of the Plan
year, whether voluntarily or involuntarily, for any other reason not specified
in this Plan, all unpaid awards under MIP will be forfeited.
Tax Withholding
Cash payments are taxable to participants in the year of receipt based on the
federal, state and local tax law.
Effect on Employee Benefit Plans
Payments from the MIP will be included in calculating the amount of associate
benefits to be paid under the terms of any of the Company's qualified associate
benefit plans, subject to the maximum allowable compensation established by
federal law. Deductions for 401(k) withholding for the Humana Inc. Retirement &
Savings Plan will occur based on the participant's withholding rate at the time
of payment.
Participant Rights
Participation in the MIP shall not create a contract of employment and shall not
interfere with the Company's right to terminate any participant's employment at
any time. Rights or interests of any Participant in the MIP are
non-transferable.
Plan Administration
The Chief Human Resources Officer of Humana Inc. will have responsibility for
administration of the MIP in accordance with the provisions of this Plan.
Plan Amendments
The Board may, at its sole discretion, modify, amend, suspend, or terminate, in
whole or in part, any or all of the provisions of the MIP.
Individual Performance
Participants must maintain an acceptable level of performance during the Plan
year in order to receive payment of their award. If a Participant's performance
is deficient, their earned award may be decreased or forfeited as needed at the
discretion of the Chief Human Resources Officer and the CEO.
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2002 Management Incentive Plan (MIP) Description
Performance Cycle January 1 through December 31, 2002
Management Incentive Plan Design - Corporate Personnel
1. Corporate Earnings Measure - Corporate staff will be measured primarily on
a corporate earnings per share goal as follows:
- --------------------------------------------------------------------------------
Earnings Threshold Earnings Target
- --------------------------------------------------------------------------------
% of MIP 50% of the weighting 100% of the weighting
opportunity for this factor for this factor
- --------------------------------------------------------------------------------
If earnings threshold is achieved, the participant can also earn the amount
described in factor 2 below. For superior earnings achievement (over 100% target
level), the sum of factors 1 and 2 will then be multiplied by factor 3, the
corporate earnings modifier, as described below. Finally, this product will be
multiplied by factor 4, the individual performance modifier.
2. Membership Target - Participants will be measured against actual weighted
ending medical membership as of December 31, 2002. Subject to hitting the
earnings threshold, the following will be added:
- --------------------------------------------------------------------------------
Membership Threshold Membership Target
- --------------------------------------------------------------------------------
% of MIP 50% of the weighting 100% of the weighting
opportunity for this factor for this factor
- --------------------------------------------------------------------------------
3. Corporate Earnings Modifier - To encourage the achievement of corporate
earnings above target, the following will be multiplied by the sum of
factors 1 and 2. The maximum corporate earnings multiplier is 120%.
If corporate earnings are less than 100%, this factor does not apply.
-------------------------------------------------
Corporate Earnings/Target Multiplier
-------------------------------------------------
100% 100%
-------------------------------------------------
Maximum or above 120%
-------------------------------------------------
4. Individual Performance Modifier - To recognize individual levels of
contribution, the incentive earned through factor 3 may then be modified.
Management may modify individual awards within a range of 80% to 120% of
the earned amount based on documented performance data showing results
above or below targets on the Individual Operating Plan.
Note: All achievements between performance levels will be interpolated.
The company has the right to modify or terminate the Management Incentive Plan
if circumstances warrant. A MIP Plan Description is available from your HR
Director.
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2002 Management Incentive Plan (MIP) Description
Performance Cycle January 1 through December 31, 2002
Management Incentive Plan Design - Field Personnel
1. Corporate Earnings Measure - Associates will be measured on a corporate
earnings per share goal as follows:
- --------------------------------------------------------------------------------
Earnings Threshold Earnings Target
- --------------------------------------------------------------------------------
% of MIP 50% of the weighting 100% of the weighting
opportunity for this factor for this factor
- --------------------------------------------------------------------------------
This factor may be achieved independent of the Unit Earnings Measure below.
2. Unit Earnings Measure - Each Associate will have earnings targets (pre-tax
profits) for their primary unit, defined as a market, a region, territory,
company, or other P & L unit. Each goal will have a threshold and a target
that would work as follows:
- --------------------------------------------------------------------------------
Earnings Threshold Earnings Target
- --------------------------------------------------------------------------------
% of MIP 50% of the weighting 100% of the weighting
opportunity for this factor for this factor
- --------------------------------------------------------------------------------
For superior unit earnings achievement (over 100% target level), the sum of
factors 1, 2 and 3 will then be multiplied by factor 4 as described below. This
product will then be multiplied by factor 5, the individual performance
modifier.
3. Membership Target - Associates will be measured on membership (weighted
ending membership with specialty products). Subject to hitting the unit
earnings threshold, the following will be added:
- --------------------------------------------------------------------------------
Membership Threshold Membership Target
- --------------------------------------------------------------------------------
% of MIP 50% of the weighting 100% of the weighting
opportunity for this factor for this factor
- --------------------------------------------------------------------------------
4. Superior Unit Earnings Modifier - To encourage the achievement of unit
earnings above target, the following will be multiplied by the sum of
factors 1, 2 and 3. The maximum unit earnings multiplier is 120%.
If unit earnings are less than 100%, this factor does not apply.
----------------------------------------------------
Unit Earnings/Target Multiplier
----------------------------------------------------
100% 100%
----------------------------------------------------
Maximum or above 120%
----------------------------------------------------
5. Individual Performance Modifier - To recognize individual levels of
contribution, the incentive earned through factor 4 may then be modified.
Management may modify individual awards within a range of 80% to 120% of
the earned amount based on documented performance data showing results
above or below targets on the Individual Operating Plan.
Note: All achievements between performance levels will be interpolated.
The company has the right to modify or terminate the Management Incentive Plan
if circumstances warrant. A MIP Plan Description is available from your HR
Director.
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