Summary of COVENTRY HEALTH CARE INC

ITEM 5.02 - Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) 2013 Executive Management Incentive Plan

On March 6, 2013, the Compensation Committee (the "Compensation Committee") of Coventry Health Care, Inc. (the "Company") approved the Company's 2013 Executive Management Incentive Plan (the "2013 EMIP"). The 2013 EMIP is administered by the Compensation Committee of the Company and is subject to the Company's Amended and Restated 2004 Incentive Plan. Subject to the terms of the 2013 EMIP, the Compensation Committee has full power and authority to determine the eligible participants under the 2013 EMIP, 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 2013 EMIP. The 2013 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 ("EPS"), revenue, operating earnings, membership growth, selling, general and administrative expense ("SG&A") and earnings growth. The Compensation Committee has determined that the performance measurements for 2013 will be based on revenue, SG&A and EPS (subject to certain limited exceptions). The 2013 EMIP provides the Compensation Committee with full authority to amend, suspend or waive such rules and regulations as it deems appropriate in administering the 2013 EMIP.

In connection with the adoption of the 2013 EMIP, the Compensation Committee established the following target awards with respect to the Company's principal executive officer, principal financial officer and each other named executive officer of the Company (all percentages refer to a percentage of such officer's annual base salary for fiscal year 2013).

         Name              Target Award *
Allen F. Wise                     200 %
Randy P. Giles                    100 %
Michael D. Bahr                   100 %
Thomas C. Zielinski                75 %
Harvey C. DeMovick, Jr.            75 %

* Payouts may be below or in excess of 100% of the Target Award based on the achievement of performance criteria.

Any amounts paid out under the 2013 EMIP are subject to recoupment from participants in accordance with the Company's Executive Incentive Compensation Recoupment Policy.

The foregoing summary of the 2013 EMIP is qualified in its entirety by reference to the 2013 EMIP, which is attached to this Current Report on Form 8-K as Exhibit 10.1.