Delaware
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42-1406317
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(State or other jurisdiction of
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(IRS Employer
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incorporation)
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Identification No.)
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Information to be included in the report
(c) On April 24, 2006, J. Per Brodin was appointed Senior Vice President, Chief Financial Officer, Secretary and Treasurer. Mr. Brodin reports to Michael F. Neidorff, Chairman and Chief Executive Officer.
Mr. Brodin served as Vice President and Chief Accounting Officer for Centene from November 2005 to April 2006. From March 2002 to November 2005, Mr. Brodin served as Vice President, Accounting and Reporting, for the May Department Stores Company. From 1989 to February 2002, Mr. Brodin was with the Audit and Business Advisory practice of Arthur Andersen, LLP, the final two years as Senior Manager with their Professional Standards Group. Mr. Brodin is 44 years old.
In connection with his appointment, Mr. Brodin entered into our standard executive severance and change in control agreement. The agreement generally provides that, if within 24 months following a change in control (as defined), Mr. Brodin's employment is terminated by us other than for cause (as defined in the agreement) or by Mr. Brodin for good reason (as defined), Mr. Brodin will receive a cash payment equal to the sum of (a) an amount equal to 24 months of salary, (b) the average of the executive's last two annual bonuses and (c) a prorated annual bonus for the year in which the termination occurs. Mr. Brodin also will receive 18 months of medical coverage, and Mr. Brodin's existing equity awards will vest in full.
The agreement also generally provides that, if Mr. Brodin's employment is terminated by us other than for cause or by Mr. Brodin for good reason in the absence of a change in control, Mr. Brodin will receive 12 months of salary continuation, a prorated annual bonus for the year in which the termination occurs, 12 months of medical coverage, and 12 months of continued vesting of Mr. Brodin's existing equity awards.
In the agreement, Mr. Brodin agrees to non-competition and non-solicitation provisions that extend through the first anniversary of termination of employment, regardless of the reason for termination.
The above description of the terms of the Agreement is qualified in its entirety by reference to the full text of the standard agreement, a copy of which was filed on Form 8-K on May 23, 2005 and is incorporated by reference herein.
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Centene Corporation
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Date: April 28, 2006
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By:
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/s/ Michael F. Neidorff
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Michael F. Neidorff
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Chairman and Chief Executive Officer
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Exhibit No.
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Description
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EX-10.1
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Form of Restricted Stock Unit Agreement
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