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On January 18, 2011, the Compensation Committee of Coventry Health Care, Inc. (the "Company") approved the Company's 2011 Executive Management Incentive Plan (the "2011 EMIP"). The 2011 EMIP is administered by the Compensation Committee of the Company. Subject to the terms of the 2011 EMIP, the Compensation Committee of the Company has full power and authority to determine the eligible participants under the 2011 EMIP and the applicable performance thresholds and the performance measurements that apply to each award. The Compensation Committee of the Company determined that all named executive officers of the Company are eligible to participate in the 2011 EMIP. The 2011 EMIP provides that performance measurements for executive officers may be based on the achievement of one or more of the following six financial objectives: earnings per share, revenue, operating earnings, membership growth, SG&A and earnings growth. The Compensation Committee has determined that performance measurements for 2011 will be based on earnings per share, revenue and SG&A. The Compensation Committee will establish the specific target awards for each executive officer, which may be greater or less than 100% of each executive officer's base salary. The 2011 EMIP provides the Compensation Committee with full authority to amend, suspend or waive such rules and regulations it deems appropriate in administering the 2011 EMIP.