Humana 2004 Annual Report Download - page 109

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Certifications
Our CEO and CFO have signed the certifications required by Sections 302 and 906 of the Sarbanes-Oxley
Act. These certifications are filed as Exhibits to this Annual Report on Form 10-K. Additionally, our CEO has
signed the December 31, 2003 certificate as to compliance with the Corporate Governance Listing Standards
adopted by the New York Stock Exchange and will sign the December 31, 2004 certificate.
ITEM 11. EXECUTIVE COMPENSATION
Restricted Stock Grants
The 2003 Stock Incentive Plan and the 1996 Stock Incentive Plan (collectively the “Stock Incentive Plans”)
were approved by the Stockholders. Under the Stock Incentive Plans, from time to time the Company may grant
stock options and stock appreciation rights and may make grants of restricted stock, performance awards,
phantom stock awards and other stock-based and cash-based grants and awards to directors, executive officers,
and other employees of the Company and its Subsidiaries. The Stock Incentive Plans have been previously filed
as an exhibit to the Company’s Proxy Statement on Schedule 14A dated March 28, 2003 and the Company’s
Proxy Statement on Schedule 14A dated March 31, 1998, and are hereby incorporated by reference in their
entirety. Forms of Restricted Stock agreements that may be used in connection with the grant of Restricted Stock
under the Stock Incentive Plans are attached as Exhibit(cc) and Exhibit 10(dd) hereto and are hereby
incorporated by reference in their entirety.
At its February 24, 2005 meeting, the Compensation Committee of the Board of Directors granted restricted
stock to certain of the Company’s executive officers pursuant to the Stock Incentive Plan as set forth below:
Executive Officer
Restricted Shares
Granted
John M. Bertko, Vice President & Chief Actuary ..................................... 2,700
Thomas J. Liston, Senior Vice President—Strategy & Corporate Development .............. 2,100
Steven E. McCulley, Vice President & Controller ..................................... 2,100
Heidi S. Margulis, Senior Vice President—Government Relations ........................ 1,600
Additional information required by this Item is incorporated herein by reference from our Proxy Statement
for the Annual Meeting of Stockholders scheduled to be held on April 26, 2005 appearing under the caption
“Executive Compensation of the Company” of such Proxy Statement.
Discretionary Bonus
On February 24, 2005, the Organization & Compensation Committee of the Company’s Board of Directors
awarded James E. Murray, Chief Operating Officer, a cash bonus of $48,049. This discretionary bonus is in
addition to incentive compensation which has been earned by him under the Company’s Executive Management
Incentive Compensation Plan.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information required by this Item is herein incorporated by reference from our Proxy Statement for the
Annual Meeting of Stockholders scheduled to be held on April 26, 2005 appearing under the caption “Security
Ownership of Certain Beneficial Owners of Company Common Stock” of such Proxy Statement.
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