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As Of Filer Filing For·On·As Docs:Size 7/23/19 Centene Corp 10-Q 6/30/19 68:9.4M |
Document/Exhibit Description Pages Size 1: 10-Q Quarterly Report HTML 1.32M 2: EX-10.1 Employee Stock Purchase Plan HTML 49K 3: EX-10.2 Credit Agreement HTML 617K 4: EX-31.1 Certification -- §302 - SOA'02 HTML 27K 5: EX-31.2 Certification -- §302 - SOA'02 HTML 27K 6: EX-32.1 Certification -- §906 - SOA'02 HTML 22K 7: EX-32.2 Certification -- §906 - SOA'02 HTML 22K 14: R1 Cover HTML 73K 15: R2 Consolidated Balance Sheets HTML 121K 16: R3 Consolidated Balance Sheets (Parenthetical) HTML 42K 17: R4 Consolidated Statements of Operations HTML 102K 18: R5 Consolidated Statements of Comprehensive Earnings HTML 51K 19: R6 Consolidated Statements of Stockholders' Equity HTML 113K 20: R7 Consolidated Statements of Stockholders' Equity HTML 29K (Parenthetical) 21: R8 Consolidated Statements of Cash Flows HTML 121K 22: R9 Organization and Operations HTML 30K 23: R10 Acquisitions HTML 59K 24: R11 Short-term and Long-term Investments, Restricted HTML 186K Deposits 25: R12 Fair Value Measurements HTML 162K 26: R13 Medical Claims Liability HTML 50K 27: R14 Affordable Care Act HTML 29K 28: R15 Debt HTML 46K 29: R16 Leases HTML 49K 30: R17 Earnings Per Share HTML 52K 31: R18 Segment Information HTML 89K 32: R19 Contingencies HTML 48K 33: R20 Organization and Operations (Policies) HTML 31K 34: R21 Acquisitions (Tables) HTML 53K 35: R22 Short-term and Long-term Investments, Restricted HTML 181K Deposits (Tables) 36: R23 Fair Value Measurements (Tables) HTML 154K 37: R24 Medical Claims Liability (Tables) HTML 48K 38: R25 Affordable Care Act (Tables) HTML 28K 39: R26 Debt (Tables) HTML 44K 40: R27 Leases (Tables) HTML 47K 41: R28 Earnings Per Share (Tables) HTML 51K 42: R29 Segment Information (Tables) HTML 90K 43: R30 Organization and Operations (Details) HTML 22K 44: R31 Acquisitions - Narrative (Details) HTML 33K 45: R32 Acquisitions - Schedule of Fair Value of Assets HTML 81K Acquired and Liabilities Assumed (Details) 46: R33 Short-term and Long-term Investments, Restricted HTML 63K Deposits - By Investment Type (Details) 47: R34 Short-term and Long-term Investments, Restricted HTML 34K Deposits - Narrative (Details) 48: R35 Short-term and Long-term Investments, Restricted HTML 57K Deposits - Fair Value of Available-For-Sale Investments with Gross Unrealized Losses by Investment Type and Length of Time (Details) 49: R36 Short-term and Long-term Investments, Restricted HTML 84K Deposits - Contractual Maturities of Short-Term and Long-Term Investments and Restricted Deposits (Details) 50: R37 Fair Value Measurements - Fair Value Measurements HTML 106K by Level for Assets and Liabilities Measured at Fair Value on a Recurring Basis (Details) 51: R38 Fair Value Measurements - Narrative (Details) HTML 21K 52: R39 Medical Claims Liability - Schedule of Change in HTML 52K Medical Claims Liability (Details) 53: R40 Medical Claims Liability - Narrative (Details) HTML 25K 54: R41 Affordable Care Act Net Receivables (Payables) For HTML 25K Each Of The Ongoing Programs (Details) 55: R42 Affordable Care Act - Narrative (Details) HTML 21K 56: R43 Debt - Schedule of Debt (Details) HTML 70K 57: R44 Debt - Revolving Credit Agreement (Details) HTML 24K 58: R45 Leases - Additional (Details) HTML 53K 59: R46 Leases - ROU Assets and Liabilities (Details) HTML 29K 60: R47 Leases - Maturities of Operating Lease Liabilities HTML 41K After Adoption of 842 (Details) 61: R48 Leases - Maturities of Operating Lease Liabilities HTML 40K Before Adoption of 842 (Details) 62: R49 Earnings Per Share (Details) HTML 50K 63: R50 Segment Information (Details) HTML 43K 64: R9999 Uncategorized Items - form10-q.htm HTML 23K 66: XML IDEA XML File -- Filing Summary XML 114K 13: XML XBRL Instance -- form10-q_htm XML 2.11M 65: EXCEL IDEA Workbook of Financial Reports XLSX 66K 9: EX-101.CAL XBRL Calculations -- cnc-20190630_cal XML 285K 10: EX-101.DEF XBRL Definitions -- cnc-20190630_def XML 426K 11: EX-101.LAB XBRL Labels -- cnc-20190630_lab XML 1.37M 12: EX-101.PRE XBRL Presentations -- cnc-20190630_pre XML 735K 8: EX-101.SCH XBRL Schema -- cnc-20190630 XSD 134K 67: JSON XBRL Instance as JSON Data -- MetaLinks 306± 465K 68: ZIP XBRL Zipped Folder -- 0001071739-19-000082-xbrl Zip 383K
Exhibit |
1. | Administration. The Plan will be administered by the Company's Board of Directors (the "Board") or by a Committee appointed by the Board (the
"Committee"). The Board or the Committee has authority to make rules and regulations for the administration of the Plan and its interpretation and decisions with regard thereto shall be final and conclusive. |
2. | Eligibility. All employees of the Company, including directors who are employees, and all employees of any subsidiary of the Company (as defined in Section 424(f) of the Code) designated by the Board or the Committee from time to time (a "Designated Subsidiary"), are eligible to participate
in any one or more of the offerings of Options (as defined in Section 9) to purchase Common Stock under the Plan provided that: |
(a) | they have been employed by the Company or a Designated Subsidiary for at least ninety days prior to the offering period; |
(b) | they are employees of the
Company or a Designated Subsidiary on the first day of the applicable Plan Period (as defined below); and |
(c) | they are not an intern, per diem, or project based employee. |
3. | Offerings. The Company will make one or more offerings ("Offerings") to employees to purchase stock under this Plan. Offerings will begin each January 1, April 1, July 1 and October 1, or the first business day thereafter (the "Offering Commencement Dates"). Each Offering Commencement Date will begin a three-month period (a "Plan Period") during which payroll deductions will be made and held for the purchase of Common Stock at the end of
the Plan Period. The Board or the Committee may, at its discretion, choose a different Plan Period of twelve months or less for subsequent Offerings. |
4. | Participation. An employee eligible during the Open Enrollment window may participate in such Offering by electronically enrolling on the Company’s stock plan administrator’s website. The electronic enrollment will authorize a regular payroll deduction from the Compensation received by the employee during the Plan Period. Unless
an employee updates their electronic enrollment during the Open Enrollment window or withdraws from the Plan, the employee's deductions and purchases will continue at the same rate for future Offerings under the Plan as long as the Plan remains in effect. The term "Compensation" means the amount of money reportable on the employee's Federal Income Tax Withholding Statement, excluding incentive or bonus awards, allowances and reimbursements for expenses such as relocation allowances for travel expenses, income or gains on the exercise of Company stock options or stock appreciation rights, and similar items, whether or not shown on the employee's Federal Income Tax Withholding Statement. |
5. | Deductions.
The Company will maintain payroll deduction accounts for all participating employees. With respect to any Offering made under this Plan, an employee may authorize a payroll deduction in any dollar amount equal to: |
(a) | from a minimum of 1.0% to a maximum of 10.0% as specified by the employee, multiplied by; |
(b) | the amount of Compensation the employee
receives during the Plan Period, up to a maximum of $8,333.33 of Compensation per month. |
6. | Deduction Changes. An employee may decrease or discontinue the employee's payroll deduction once during any Plan Period, by updating their enrollment election on the stock plan administrator’s website at least twenty one calendar days prior to the last day of such Plan Period. An employee may not, however, increase the employee's payroll deduction during a Plan Period. If an employee elects to discontinue the employee's payroll deductions during a Plan Period, but does not
elect to withdraw the employee's funds pursuant to Section 8 hereof, funds deducted prior to the employee's election to discontinue will be applied to the purchase of Common Stock on the Exercise Date (as defined below). |
7. | Interest. Interest will not be paid on any employee accounts, except to the extent that the Board or the Committee, in its sole discretion, elects to credit employee accounts with interest at such per annum rate as it may from time to time determine. |
8. | Withdrawal
of Funds. An employee may at any time at least twenty one calendar days prior to the close of business on the last business day in a Plan Period and for any reason permanently draw out the balance accumulated in the employee's account and thereby withdraw from participation in an Offering. Partial withdrawals are not permitted. The employee may not begin participation again during the remainder of the Plan Period. If an employee withdraws from participation in an Offering, he or she may participate in the immediately following Offering and any Offering thereafter in accordance with terms and conditions established by the Board or the Committee. |
9. | Purchase of Shares.
On the Offering Commencement Date of each Plan Period, the Company will grant to each eligible employee who is then a participant in the Plan an option (“Option”) to purchase on the last business day of such Plan Period (the “Exercise Date”), at the Option Price hereinafter provided for, the largest number of whole and fractional shares of Common Stock of the Company as does not exceed the number of shares determined by multiplying $833.33 by the number of full months in the Plan Period and dividing the result by the closing price (as defined below) on the Offering Commencement Date of such Plan Period. |
10. | Issuance of Certificates. Certificates representing shares of Common Stock purchased under the Plan may be issued only in the name of the employee, in the name of the employee and another person of legal age as joint tenants with rights of survivorship, or (in the
Company's sole discretion) in the name of a brokerage firm, bank or other nominee holder designated by the employee. The Company may, in its sole discretion and in compliance with applicable laws, authorize the use of book entry registration of shares in lieu of issuing stock certificates. |
11. | Rights on Retirement, Death or Termination of Employment. In the event of a participating employee's termination of employment prior to the last business day of a Plan Period, no payroll deduction shall be taken from any pay due and owing to an employee and the balance in the employee's account shall
be paid to the employee or, in the event of the employee's death, (a) to a beneficiary previously designated in a revocable notice signed by the employee (with any spousal consent required under state law), (b) in the absence of such a designated beneficiary, to the executor or administrator of the employee's estate, or (c) if no such executor or administrator has been appointed to the knowledge of the Company, to such other person or persons as the Company may, in its discretion, designate. If, prior to the last business day of the Plan Period, the Designated Subsidiary by which an employee is employed shall cease to be a subsidiary of the Company, or if the employee is transferred to a subsidiary of the
Company that is not a Designated Subsidiary, the employee shall be deemed to have terminated employment for the purposes of this Plan. |
12. | Optionees Not Stockholders. Neither the granting of an Option to an employee nor the deductions from the employee's pay shall constitute such employee a stockholder of the shares of Common Stock covered by an Option under this Plan until such shares have been purchased by and issued to the employee. |
13. | Rights
Not Transferable. Rights under this Plan are not transferable by a participating employee other than by will or the laws of descent and distribution, and are exercisable during the employee's lifetime only by the employee. |
14. | Application of Funds. All funds received or held by the Company under this Plan may be combined with other corporate funds and may be used for any corporate purpose. |
15. | Adjustment
in Case of Changes Affecting Common Stock. In the event of a subdivision of outstanding shares of Common Stock, or the payment of a dividend in Common Stock, the number of shares approved for this Plan, and the share limitation set forth in Section 9, shall be increased proportionately, and such other adjustment shall be made as may be deemed equitable by the Board or the Committee. In the event of any other change affecting the Common Stock, such adjustment shall be made as may be deemed equitable by the Board or the Committee to give proper effect to such event. |
16. | Holding Period. By purchasing shares hereunder, absent written consent from the
Company to the contrary, the employee agrees not to sell, contract to sell, make any short sale of, grant any option for the purchase of or otherwise dispose of any of said shares during the 90 day period following the Exercise Date of the Plan Period pursuant to which the shares were purchased. |
17. | Merger. If the Company shall at any time merge or consolidate with another corporation and the holders of the capital stock of the
Company immediately prior to such merger or consolidation continue to hold at least 80% by voting power of the capital stock of the surviving corporation ("Continuity of Control"), the holder of each Option then outstanding will thereafter be entitled to receive at the next Exercise Date upon the exercise of such Option for each share as to which such Option shall be exercised the securities or property that a holder of one share of the Common Stock was entitled to upon and at the time of such merger or consolidation, and the Board or the Committee shall take such steps in connection with such merger or consolidation as the Board or the Committee shall deem necessary to assure that the provisions of Section 15 shall thereafter be applicable, as nearly as reasonably may be, in relation to the said securities or property as to which such holder of such Option might thereafter be entitled to receive thereunder. |
18. | Amendment of the Plan. The Board may at any time, and from time to time, amend this Plan in any respect, except that (a) if the
approval of any such amendment by the stockholders of the Company is required by Section 423 of the Code, such amendment shall not be effected without such approval, and (b) in no event may any amendment be made that would cause the Plan to fail to comply with Section 423 of the Code. |
19. | Insufficient Shares. In the event that the total number of shares of Common Stock specified in elections to be purchased under any Offering plus the number of shares purchased under previous Offerings under this Plan exceeds the maximum number of shares issuable under this Plan, the Board or the Committee will
allot the shares then available on a pro rata basis. |
20. | Termination of the Plan. This Plan may be terminated at any time by the Board. Upon termination of this Plan all amounts in the accounts of participating employees shall be promptly refunded. |
21. | Governmental Regulations. The Company's obligation
to sell and deliver Common Stock under this Plan is subject to listing on a national stock exchange or quotation on The New York Stock Exchange (to the extent the Common Stock is then so listed or quoted) and the approval of all governmental authorities required in connection with the authorization, issuance or sale of such stock. |
22. | Governing Law. The Plan shall be governed by Missouri law except to the extent that such law is preempted by federal law. |
23. | Issuance
of Shares. Shares may be issued upon exercise of an Option from authorized but unissued Common Stock, from shares held in the treasury of the Company, or from any other proper source. |
24. | Notification upon Sale of Shares. Each employee agrees, by entering the Plan, to promptly give the Company notice of any disposition of shares purchased under the Plan where such disposition occurs within two years after the date of grant of the Option pursuant to which such shares were purchased. |
25.
| Withholding. Each employee shall, no later than the date of the event creating the tax liability, make provision satisfactory to the Board for payment of any taxes required by law to be withheld in connection with any transaction related to Options granted to or shares acquired by such employee pursuant to the Plan. The Company may, to the extent permitted by law, deduct any such taxes from any payment of any kind otherwise due to an employee. |
26. | Effective Date and Approval of Stockholders.
The Plan took effect on April 24, 2002, and was approved by the stockholders of the Company as required by Section 423 of the Code, which approval occurred within twelve months of the adoption of the Plan by the Board. The Plan is amended by this restatement effective June 1, 2019. |
This ‘10-Q’ Filing | Date | Other Filings | ||
---|---|---|---|---|
Filed as of: | 7/23/19 | 4, 8-K | ||
Filed on: | 7/22/19 | 4 | ||
For Period end: | 6/30/19 | 4 | ||
6/1/19 | ||||
7/1/02 | ||||
4/24/02 | ||||
List all Filings |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/20/24 Centene Corp. 10-K 12/31/23 122:16M 2/21/23 Centene Corp. 10-K 12/31/22 130:16M 2/22/22 Centene Corp. 10-K 12/31/21 123:15M 2/22/21 Centene Corp. 10-K 12/31/20 120:15M |