4/8/12

Definitive Proxy Statement

Table of Contents 2011 Summary Compensation Table The table below summarizes the total compensation paid or earned by each of the named executive officers for the fiscal years ended December 31, 2011, 2010 and 2009.
Stock Awards (1) $9,599,998 6,864,000 4,296,000 $1,056,832(6) $ 952,473 2,895,217 $2,000,000 $3,122,061(8) 2,366,890(8) 1,479,995(8) $ 539,736 1,238,160 889,774 Option Awards (2) $ 7,225,500 $ $ 646,464 321,188 $ 499,999 $ 4,447,447 Non-Equity Incentive Plan Compensation (3) $ 2,400,000 3,000,000 2,500,000 $ 600,000 $ $ $ 800,000 1,052,694 450,000 750,000 700,000 650,000 375,000 1,047,116 310,000 All Other Compensation (4) $ 388,685 433,413 72,046 $ 367,402 $ $ $ 79,372 128,041 231,104 66,882 81,073 187,136 56,914 41,637 25,212

Name and Principal Position Allen F. Wise Chief Executive Officer Randy P. Giles Executive Vice President, Chief Financial Officer and Treasurer(6) Michael D. Bahr Executive Vice President, Commercial Business Kevin P. Conlin Executive Vice President, Networks and Medical Management(7) Harvey C. DeMovick Jr. Executive Vice President, Customer Services Organization and Information Technology John J. Stelben Senior Vice President, Finance and Former Interim Chief Financial Officer(6)(9)

Year 2011 2010 2009 2011 2011 2010 2011 2011 2010 2009 2011 2010 2009

Salary $600,000 600,000 584,243 $600,000 $600,000 478,850 $576,923 $600,000 600,000 522,308 $449,646(9) 424,600 312,346

Bonus 2,750,000(5) 2,750,000(5) $ $ $

Total $12,988,683 13,647,413 17,427,789 $ 2,624,234 $ 3,078,309 4,875,990 $ 4,008,026 $ 4,538,943 3,747,963 7,286,886 $ 1,787,629 2,912,107 1,537,332

$ 250,000(5) $

$ 366,333 160,594

(1) Unless otherwise stated, the amounts reported in this column reflect the aggregate grant date fair value of such awards consistent with FASB Accounting Standards Codification Topic 718 Compensation-Stock Compensation (ASC Topic 718). The grant date fair value for awards of restricted stock is the product of the closing market price of the Companys common stock on the date of grant and the number of shares awarded. The grant date fair value of the PSUs is the product of the closing market price of the Companys common stock on the date of grant and the number of PSUs awarded. For further detail see the Grants of Plan-Based Awards During Fiscal Year 2011 on page 43 of this proxy statement. (2) The amounts reported in this column reflect the aggregate grant date fair value of such awards consistent with ASC Topic 718. The assumptions used in determining the grant date fair value for each stock option grant are listed on page 76 of the Companys Form 10K filed with the SEC on February 28, 2012. (3) The amounts reported in this column reflect the amounts earned by each named executive officer under the Companys EMIP in 2011, 2010 and 2009, as applicable. The material provisions of the EMIP are described beginning on page 30 of this proxy statement. For 2010, in addition to EMIP awards, the amounts reported in this column also include payments of outstanding balances under the discontinued Mid-Term Executive Retention Plan for Messers. Stelben ($47,116) and Bahr ($52,694). 41

www.sec.gov/Archives/edgar/data/1054833/000119312512153681/d321241ddef14a.htm#tx321241_20

46/77

4/8/12

Definitive Proxy Statement

Table of Contents (4) The amounts reported in this column reflect, for each named executive officer, the sum of the following:
Relocation Expense Payment(b) Company Match Retirement Savings(c) Company Match RESTORE Plan(c) Group Life Insurance(d)

Name

Other Perquisites(a)

Total

Wise Giles Bahr Conlin DeMovick Stelben (a)

3,554 8,696

339,780 220,079

$ 11,025 10,731 9,346 11,025 11,025 10,710

$ 369,278 16,269 64,954 47,475 35,990

8,382 622 1,518 8,382 1,518

$388,685 367,402 79,372 231,104 66,882 56,914

These columns represent the perquisites provided to named executive officers. In 2011, Mr. Bahr, accompanied by his wife, attended an event on behalf of the Company and incurred a benefit in the amount of $3,554 in connection with the Companys provision of transportation and meals and entertainment for Mr. Bahrs wife in connection with the event. Prior to 2009, the Company contractually agreed to provide Mr. Stelben with a car allowance. In 2011, the named executive officers fully reimbursed the Company for any incremental expenses associated with personal use of the Companys corporate airplanes, and therefore, personal use of the aircraft is not a perquisite. Incremental cost is determined as the variable costs incurred by the Company net of reimbursements received by executives and does not include any costs that would have been incurred by the Company whether or not the personal trip was taken. Messrs. Giles and Conlin received relocation expense payments in connection with their respective moves to Bethesda, Maryland. These payments were made pursuant to our relocation policy and reimbursement agreement, which applies generally to new and current employees of the Company who relocate at the request and for the benefit of the Company. These columns represent, for each individual, a matching contribution by the Company on behalf of such individual under the Companys Retirement Savings Plan and RESTORE Plan, as applicable. The matching percentage is the same for all eligible employees and is based upon the contributions each participant elects to make to the plan. The matching contributions by the Company under the RESTORE Plan were accrued and earned in 2011 but paid in 2012. This column represents amounts paid for premiums on group life insurance for Messrs. Wise, Giles, Bahr, DeMovick and Stelben.

(b)

(c)

(d)

(5) These amounts reflect a signing bonus paid in cash to (i) Mr. Wise pursuant to his employment agreement, one half of which was paid in 2009 and the other half of which was paid in 2010, and (ii) Mr. Conlin in connection with his hire in January 2011. (6) Mr. Giles was hired on November 15, 2010 and was appointed Chief Financial Officer in May 2011, at which time Mr. Stelben assumed his former role as Senior Vice President, Finance. In November 2010, in connection with his hire, Mr. Giles received a grant of 39,200 PSUs which vested on December 31, 2011 based upon the achievement of an annual performance goal set on January 3, 2011. For purposes of disclosure in this proxy statement, this award is valued in the year it vested. The grant date fair value attributed to this award was $1,056,832, the product of the number of PSUs awarded and the closing market price of the Companys common stock on January 3, 2011. (7) Mr. Conlin was hired January 3, 2011. Mr. Conlins annual base salary was $600,000 in 2011. (8) In March 2009, in connection with his hire, Mr. DeMovick received 310,345 shares of performance-based restricted stock, which vested in three equal tranches based upon the attainment of annual performance goals for 2009, 2010 and 2011. The third tranche of this award was earned on December 31, 2011 based upon the achievement of 2011 performance goals set by the Compensation Committee on January 18, 2011, and vested in March 2012. The grant date fair value attributed to this award was $1,260,000 for 2009, $2,366,890 for 2010 and $3,122,061 for 2011. (9) The 2011 base salary reported for Mr. Stelben also includes a stipend (for a total of $8,300) received in recognition of the increased responsibilities associated with his service as Interim CFO. Effective January 29, 2011, Mr. Stelbens base salary was increased to $450,000 and the stipend was discontinued. Mr. Stelben also received such a stipend in 2010 (for a total of $99,600). Mr. Stelben resigned from the Company effective March 17, 2012. 42

www.sec.gov/Archives/edgar/data/1054833/000119312512153681/d321241ddef14a.htm#tx321241_20

47/77