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Exhibit 10(k)
Humana Inc.
Regional Incentive Compensation Plan - Group I
Regional Senior Vice President
I. OBJECTIVES OF THE PLAN
The objectives of the Regional Management Incentive
Compensation Plan are:
1. To optimize the profitability of Humana Inc., and each
of its facilities consistent with the mission of Humana
Inc.
2. To promote teamwork among members of management, as
well as encourage excellence in the performance of
individual responsibilities while emphasizing the
improvement of quality patient care and satisfaction.
3. To provide significant opportunity for those members of
regional management who have major responsibility
within the Corporation.
II. ELIGIBILITY
Membership in this plan will be approved by the President and
the Senior Vice President/Operations of Humana Inc.
III. AWARDS
1. Incentive compensation is generated by performance
against annual objectives established by the President
and the Senior Vice President/Operations of Humana Inc.
as described in Attachment I.
2. Incentive compensation for individuals shall be based
on the participant's paid salary, exclusive of any
bonus or fringe benefits. The maximum incentive
compensation shall not exceed one-hundred percent
(100%) of paid salary.
3. All participants will automatically receive
seventy-five percent (75%) of the available incentive
compensation pool generated by performance against
targeted objectives; the remaining twenty-five percent
(25%) will be placed in a fund. All or part of this
fund will be distributed among participants in this
plan on a discretionary basis, which will take into
account executive management's evaluation of
individual performance against personal objectives. Any
amounts remaining in this fund after all payments are
made shall be retained by the Corporation and the fund
shall terminate.
4. Incentive compensation will be paid to participants
following distribution of the annual report to
shareholders.
5. Incentive compensation is earned in addition to
consideration for merit and promotional increases under
the Corporation's wage and salary program.
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Regional Senior Vice President
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IV. EVALUATION OF PERFORMANCE
Evaluation of performance will be based on goals for the
current fiscal year found in Attachment I.
Evaluation of performance against these goals will be the
responsibility of the President and the Senior Vice
President/Operations of Humana Inc. using the attached
schedules. They shall establish a percentage of the incentive
compensation pool that is available for participants in this
plan based on the actual performance versus the attached
incentive compensation measurements.
V. ADMINISTRATION OF THIS PLAN
The plan shall be administered by the President and the Senior
Vice President/Operations of Humana Inc., and they shall have
full power and final authority to construe, interpret, amend
and administer the plan.
VI. ELIGIBILITY DURING FISCAL YEAR
An individual who becomes eligible, and with approval by the
President and the Senior Vice President/Operations of Humana
Inc., for participation in this plan due to employment,
transfer or promotion during the fiscal year, will be eligible
to receive partial incentive compensation based upon the
participant's paid salary for the period of time eligible and
the level of achievement in relation to targeted objectives
for the fiscal year. In no event, however, will partial
payments be made for any period of time of less than two
months.
VII. INELIGIBILITY DURING FISCAL YEAR
A participant in this plan who becomes ineligible during the
fiscal year due to transfer or change of position shall cease
to be eligible for further participation in this plan on the
date of transfer to the ineligible position. If the
participant, prior to the date of transfer, had been in an
eligible position for a minimum of two calendar months of the
fiscal year, the participant will be eligible to receive
partial incentive compensation based upon the participant's
salary for the period of time eligible and the level of
achievement in relation to targeted objectives for the fiscal
year.
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Regional Senior Vice President
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VIII. TERMINATION
Except as specifically provided herein to the contrary, in
order to be eligible for incentive compensation, a participant
must be an active employee at the time incentive compensation
is paid. Termination of employment, voluntary or involuntary,
prior to the date of payment will result in the forfeiture of
any incentive compensation claims for any year.
IX. RETIREMENT
A participant who has been employed during the entire fiscal
year for which incentive compensation is to be earned, but who
is retired at the end of the fiscal year, will be eligible for
full incentive compensation as determined in accordance with
this plan. If a participant retires prior to the end of the
fiscal year, but after April 30, the participant will be
eligible to receive partial incentive compensation based upon
the level of achievement in relation to targeted objectives
for the fiscal year.
X. LEAVE OF ABSENCE OR DISABILITY
A participant who becomes disabled or who is granted a leave
of absence after April 30 may, at the discretion of the
President and the Senior Vice President/Operations, and under
such rules as the President and the Senior Vice
President/Operations of Humana Inc. may from time to time
prescribe, be eligible to receive partial incentive
compensation based upon the level of achievement in relation
to targeted objectives for the fiscal year.
XI. DEATH
A participant who has been employed during the entire fiscal
year for which incentive compensation is to be earned, but who
dies prior to the date of payment, will be eligible for full
incentive compensation. If participant dies after April 30 and
before the end of the fiscal year, the participant's estate
will be eligible to receive partial incentive compensation
based upon the level of achievement in relation to targeted
objectives for the fiscal year.
XII. QUALITY OF EARNINGS
The Chief Executive Officer reserves the right to pass upon
the quality of earnings and to reduce any suspect earnings
prior to calculation of Incentive Compensation awards.
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Regional Senior Vice President
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XIII. PROFIT OBJECTIVE
Incentive Compensation generated for the Groups shall be
accrued and deducted as an expense for the fiscal year in
determining whether profit objectives have been achieved.
XIV. GENERAL PROVISIONS
1. Any deviation from accepted operating practices and
accounting, including but not by way of limitation,
unreasonable deferral of preventive or other
maintenance, late processing of invoices or
inconsistent accounting practices, significant
adjustments to data, whether or not done by
participant, may, at the discretion of the President of
Humana Inc., reduce or forfeit a participant's claim or
award under this plan.
2. No individual employee or any other person has any
claim or right to be included in this plan or to be
granted Incentive Compensation under this plan until
such individual has been declared a participant and
received an official written notice thereof in
accordance with the procedures as set forth in this
plan. In addition, all of the requirements and
applicable rules and regulations of this plan must have
been met including, but not limited to, the
availability of funds for Incentive Compensation
Awards, the determination of the extent to which goals
have been met and the individual performance
evaluations.
3. The designation of an individual as a participant under
this plan does not alter the nature of the
participant's employment relationship.
XV. CORPORATION'S RIGHT TO MODIFY OR TERMINATE
The corporation shall have the right to change, modify, or
terminate this plan, with or without notice, in whole or in
part, at any time.