A Dark Vector Cognition product

Item 9B. Other Information

2K characters. Original on sec.gov ·

Item 9B. Other Information

On February 20, 2023, in connection with the appointment of Kenneth Fasola as President of the Company and James E. Murray as Chief Operating Officer of the Company in December 2022, the Company entered into employment agreements with Messrs. Fasola and Murray.

Pursuant to the terms of Mr. Fasola's employment agreement, Mr. Fasola will receive (i) an annual base salary of $1,100,000, (ii) an annual cash incentive bonus target under the Centene Corporation Short-Term Executive Compensation Plan of 125% of base salary, (iii) long-term equity incentive awards under the Centene Corporation 2012 Stock Incentive Plan, as amended (the "2012 Plan") with amounts and terms determined by the Compensation Committee (with an aggregate grant date value of $6,025,000 for 2023), (iv) a one-time $1,000,000 cash award, and (v) cash severance upon a qualifying termination equal to annual base salary, a prorated annual bonus, and continued medical benefits at active employee rates for 12 months.

Pursuant to the terms of Mr. Murray's employment agreement, Mr. Murray will receive (i) an annual base salary of $750,000, (ii) an annual cash incentive bonus target under the Centene Corporation Short-Term Executive Compensation Plan of 100% of base salary, (iii) long-term equity incentive awards under the 2012 Plan with amounts and terms determined by the Compensation Committee (with an aggregate grant date value of $4,250,000 for 2023), and (iv) cash severance upon a qualifying termination equal to annual base salary, a prorated annual bonus, and continued medical benefits at active employee rates for 12 months.

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