Item 5.02
Departure of Directors or Certain
Officers; Election of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
(c) On
October 25, 2007, our Board of Directors elected Sally W. Crawford to serve as
a director, and as a member of our Compensation Committee. The Board determined
that Ms. Crawford is independent.
From April 1985 until January 1997, Ms. Crawford
served as Chief Operating Officer of Healthsource, Inc., a publicly held
managed care organization headquartered in New Hampshire. During her tenure at
Healthsource, Inc., Ms. Crawford held a variety of positions and
responsibilities, including leading that companys Northern Region operations
and marketing efforts. Since January 1997, Ms. Crawford has been a health
care consultant in New Hampshire. Ms. Crawford serves as a director of Hologic,
Inc., Exact Sciences Corporation, Chittenden Corporation
and CombinatoRx, Incorporated.
In connection with the commencement of service on our
Board of Directors, and in accordance with the our 1998 Incentive Compensation
Plan, as amended, we have granted to Ms. Crawford options to purchase 10,000
shares of our common stock, par value $0.01 per share, at an exercise price of
$23.83 per share, the closing price of such common stock on the date of her
election to the Board. The options vest ratably at the first, second and third
anniversaries of the grant date and expire after the seventh year. Unvested
options are forfeited upon any termination, including retirement.
* * *
Information contained in this report, including any
exhibit, and oral statements made from time to time by our representatives may
constitute forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995 and other Federal securities laws. These
forward-looking statements may include, but not be limited to, statements
regarding the effectiveness and completeness of our compliance with Centers for
Medicare and Medicaid Services regulations and requirements and its effect on
our earnings; the identification of acquisition candidates and the completion
and/or integration or accretion of any such transactions; statements regarding
our expectations of our operating plans and strategies generally; statements
regarding our expectations of the performance of our Medicare Supplement and
Medicare Advantage businesses and other lines of business, including the
prediction of loss ratios and lapsation; the adequacy of reserves; our ability
to institute future rate increases; expectations regarding our Medicare
Part D program, including our estimates of membership, costs and revenues;
and future operating results. Although we believe that the expectations
reflected in forward-looking statements are based upon reasonable assumptions, we
can give no assurance that we will achieve our expectations. Forward-looking
information is subject to certain risks, trends and uncertainties that could
cause actual results to differ materially from those projected. Many of these
factors are beyond our ability to control or predict. Important factors that
may cause actual results to differ materially and that could impact us and the
statements contained in this report, including any exhibit, can be found in our filings with the
Securities and Exchange Commission, including quarterly reports on
Form 10-Q, current reports on Form 8-K and annual reports on
Form 10-K. We assume no obligation to update or supplement any forward-looking
statements whether as a result of new information, future events or otherwise.
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