ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS
Centene Corporation ("Centene") andJeffrey A. Schwaneke , the former Executive Vice President of HealthCare Enterprises ofCentene , mutually agreed thatMr. Schwaneke would resign from his employment withCentene effective as ofSeptember 22, 2021 . In connection withMr. Schwaneke's resignation,Centene entered into a separation agreement and release withMr. Schwaneke , dated as ofSeptember 26, 2021 (the "Separation Agreement"). The Separation Agreement provides that, in accordance with the terms ofCentene's previously disclosed Executive Severance and Change in Control Agreement,Mr. Schwaneke will receive one year of his current base salary and subsidized COBRA benefits. Notwithstanding the terms of the Executive Severance and Change in Control Agreement,Mr. Schwaneke will not receive a prorated annual bonus for 2021 or continued vesting of his outstanding and unvestedCentene equity awards. The Separation Agreement further provides that none of his outstanding and unvestedCentene equity awards will vest in connection with his resignation. In exchange for relinquishing any accelerated vesting under the Executive Severance and Change in Control Agreement and the terms applicable to his outstanding and unvestedCentene equity awards,Mr. Schwaneke will receive a lump-sum cash payment of$3,000,000 . The foregoing payments are subject to the timely execution and non-revocation of a release of claims in favor ofCentene . The foregoing description of the Separation Agreement is not complete and is subject to and qualified in its entirety by reference to the Separation Agreement, which will be filed onCentene's next quarterly report on Form 10-Q. Exhibit Number Description 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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