S-1: General form of registration statement for all companies including face-amount certificate companies

Published on October 9, 2001


Exhibit 10.17


EXECUTIVE EMPLOYMENT AGREEMENT
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THIS AGREEMENT, made and entered into as of the 30th day of October,
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2000, by and between CENTENE CORPORATION, a Wisconsin corporation (hereinafter
called the "Company"), and Joseph P. Drozda (hereinafter called the
"Executive").

1. Employment. Company hereby employs Executive as Vice President,
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Chief Medical Officer (title subject to approval by the Board of Directors)
with such other or additional titles or positions as Company's President, Vice
Presidents, or Board of Directors may, from time to time, determine.

2. Duties. During the employment period, Executive shall faithfully
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perform his duties to the best of his ability and in accordance with the
directions and orders (and to the satisfaction) of the Company's President,
Plan Presidents, Vice Presidents, and Board of Directors of Company, and he
shall devote his full working time, attention and energy to the performance of
his duties.

In addition to the duties assigned to his by the Company's President
and/or Plan Presidents and/or Vice Presidents and/or Board of Directors of
Company, Executive shall perform such other duties as are commensurate with
his position and responsibilities, including without limitation, exercising
his best judgment; safeguarding and saving from waste the assets of Company;
and following, maintaining, and implementing the business plans, budgets,
business procedures and directives established and promulgated by Company, as
modified or amended from time to time.

Except as otherwise provided herein, Executive shall not render
services, directly or indirectly, to any other person or organization without
his Supervisor's prior written consent and shall not engage in any activity
that would interfere significantly with the faithful performance of his duties
thereunder. Executive may perform minor services for which he does not receive
compensation, provided that the activity does not conflict with the provisions
of his duties, without written consent.

3. Compensation. As compensation for all services rendered by
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Executive under this agreement, company shall pay to Executive, in accordance
with its then prevailing payroll practices, a salary at the annualized rate of
One Hundred Eighty Dollars ($180,000.00), less applicable payroll deductions.
This salary may be adjusted from time to time as directed by the Executive's
immediate supervisor or the Company's or Plan's President.

4. Other Employment Benefits. During the Employment Period:
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(a) Company shall reimburse Executive monthly for actual,
reasonable, and necessary out-of-pocket expenses he incurs
on Company's business in compliance with company policies
and procedures.

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(b) Executive shall participate in such of Company's Executive
plans or fringe benefit arrangements as provided for all
Executives, subject to their terms and conditions.

(c) Vacation Leave. During the Employment Term, Executive shall be
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entitled to a number of vacation days as established in the
standard company policy for senior executives. Executive shall
accrue and receive full compensation and benefits during his
vacation leave periods. Vacation leave shall be taken at such
times as do not have an adverse effect on the operations or
transactions of the Company or otherwise as Executive and his
immediate supervisor shall agree.

(d) Bonus Plan. The annual target bonus is 30% of base salary with
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potential to exceed that if and when the company exceeds its
Annual Operating Plan criteria. This award is at the discretion
of the Company's President. The Bonus Plan may be adjusted from
time to time as directed by the Company's President.

5. Termination of Employment.
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(a) Termination for Cause. If the Company terminates Executive's
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employment For Cause, or if Executive resigns from his
employment pursuant to Subsection 5(b), Executive shall be
entitled only to payment of that portion of his Salary earned
through and including the Termination Date or the Resignation
Date at the rate of Salary in effect at that time.

(b) Resignation. Executive may resign from his employment with the
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Company at any time by providing written notice of his
resignation to his immediate supervisor at least thirty (30)
days before the Resignation Date, in which case he shall be
entitled to compensation as provided in Subsection 5(a).

(c) Death. If Executive dies during his employment, or Executive is
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entitled to receive payments from the Company pursuant to
Section 5(a) at the time of his death, Executive's estate or
personal representative shall be entitled to receive that
portion of the Salary, at the rate in effect at Executive's
death, that Executive earned through and including the date of
Executive's death.

(d) Disability. If Executive becomes Permanently Disabled, the
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Board may terminate Executive's employment by providing written
notice to Executive at least 72 hours before the Termination
Date. If Executive resigns from employment with the Company as
a result of a Permanent Disability, or the Company terminates
Executive's employment as a result of a Permanent Disability,
Executive shall be entitled to receive that portion of his
Salary, at the rate in effect at the time he became Permanently
Disabled, that he earned through and including the

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Termination Date or Resignation Date, as applicable; provided,
however, the amount due and payable for the period on and after the
date on which Executive became Permanently Disabled shall not be less
than the portion of the Salary that would have been paid to his if he
had continued in the Company's employment for the 180 day period
following the date on which he became Permanently Disabled.

(e) Compensation Following Termination. If the Company terminates
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Executive's employment other than For Cause the Company shall pay
Executive that portion of his Salary earned through and including the
Termination Date or the Resignation Date at the rate of Salary in
effect at that time, plus an amount equal to fifty two (52) weeks of
his annualized Salary paid in accordance with the then current payroll
practices, and conditioned upon Executive's signing, and not revoking,
a complete Release of any and all claims. In such case, Company shall
pay for twelve (12) of the eighteen (18) months health and dental
insurance continuation coverage to which Executive is entitled under
the Consolidated Omnibus Budget Reconciliation Act of 1985, Public Law
99-272, Title X (COBRA).

(f) Change of Control: In the event of a Change in Control which results
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in (a) the termination of Executive's position or in the reduction of
Executive's compensation, or (b) a request by the Company or the
surviving entity of the transaction that resulted in the Change in
Control that Executive relocate outside of the Metropolitan St. Louis
area which relocation Executive refuses, then Executive shall receive
severance equal to fifty two (52) weeks either as a lump sum payment
or salary continuance, rather than the severance paid pursuant to
paragraph 5(e) above, but conditioned upon Executive's signing, and
not revoking, a complete Release of any and all claims. In such case,
Company shall pay for twelve (12) of the eighteen (18) months health
and dental insurance continuation coverage to which Executive is
entitled under the Consolidated Omnibus Budget Reconciliation Act of
1985, Public Law 99-272, Title X (COBRA) In addition, the Company
agrees to pay for reasonable outplacement services arranged by the
Company. Notwithstanding the foregoing, no payment or payments shall
be made under this Agreement which would be an "excess parachute
payment" as defined in (S) 280G(b) of the Internal Revenue Code of
1986, as amended. Payments which would be "excess parachute payments"
shall be proportionately reduced so that no portion of any payment
shall constitute an "excess parachute payment." For purposes hereof a
"Change in Control" of the Company shall be deemed to occur if (i) any
"person" (as such term is used in (S)(S) 13(d) and 14(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act")),
other than (A) persons who, at the date of this Agreement, are the
beneficial owners of 25% or more of the Company's Shares, or (B) a
group including Shareholder, is or becomes the "beneficial owner" (as
defined in Rule 13d-3 under the

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Exchange Act), directly or indirectly, of securities of the Company
representing fifty percent (50%) or more of the combined voting power
of the Company's then outstanding securities, or (ii) the Shareholders
of the Company approve a merger or consolidation of the Company with
any other corporation, other than a merger or consolidation which
would result in the voting securities of the Company outstanding
immediately prior thereto continuing to represent (either by remaining
outstanding or by being converted into voting securities of the
surviving entity) at least fifty percent (50%) of the combined voting
power of the voting securities of the Company or such surviving entity
outstanding immediately after such merger or consolidation.

6. Covenants.
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(a) Non-competition by Executive. The Executive acknowledges that the
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list of the Company's customers and customer contacts as it may
exist from time to time are valuable, special, and unique assets
of the Company's business. During the period of nine (9) months
immediately after the termination of Executive's employment with
the Company for any cause whatsoever, Executive will not, either
directly or indirectly, either for Executive or for any other
person, firm, Company or corporation, call upon, solicit, divert,
or take away, or attempt to solicit, divert or take away any of
the Executives, customers, prospective customers, or business, of
the Company upon whom Executive called, solicited, catered, or
became acquainted during Executive's employment with the Company.

(b) Return of Company Records and Property. Executive agrees that
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upon termination of Executive's employment, for any cause
whatsoever, Executive will surrender to the Company in good
condition all property and equipment belonging to Company and all
records kept by Executive containing the names, addresses or any
other information with regard to customers or customer contacts
of the Company, or concerning any operational, financial or other
documents given to Executive during Executive's employment with
Company.

(c) Non-disclosure by Executive. The Executive acknowledges and
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agrees that any information obtained by Executive while employed
by the Company, including but not limited to customer lists and
customer contacts, financial, promotional, marketing, training or
operational information, and employment data is highly
confidential, and is important to the Company and to the
effective operation of the Company's business. Executive,
therefore, agrees that while employed by the Company, and at any
time thereafter, Executive will make no disclosure of any kind,
directly or indirectly, concerning any such confidential matters
relating to the Company or any of its activities.

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(d) Enforcement. In the event of a breach or threatened breach by the
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Executive of the provisions of this Agreement, the Company shall
be entitled to a restraining order and/or an injunction
restraining the Executive from contacting, servicing or
soliciting Company's customers, or customer contacts, or
utilizing or disclosing, in whole or in part, the list of the
Company's customers, customer contacts, employees, or financial,
operational, promotional, marketing, or training information, or
from rendering any services to any persons, firm, corporation,
association, or other entity to whom such list or information, in
whole or in part, has been disclosed or is threatened to be
disclosed. In the event the Company is successful in any suit or
proceeding brought or instituted by the Company to enforce any of
the provisions of this agreement on account of any damages
sustained by the Company by reason of the violation by the
Executive of any of the terms and/or provisions of this agreement
to be performed by the Executive, the Executive agrees to pay the
Company reasonable attorney's fees to be fixed by the Court.

7. Inventions.
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(a) Executive shall promptly communicate and disclose in writing to
Company all those inventions and developments including software,
whether patentable or not, as well as patents and patent
applications (hereinafter collectively called "Inventions"),
made, conceived, developed, or purchased by him, or under which
he acquires the right to grant licenses or to become licensed,
alone or jointly with others, which have arisen or jointly with
others, which have arisen or may arise out of his employment, or
relate to any matters pertaining to, or useful in connection
therewith, the business or affairs of Company or any of its
subsidiaries. Included herein as if developed during the
employment period is any specialized equipment and software
developed for use in the business of Company. All of Executive's
right, title and interest in, to, and under all such inventions,
licenses, and right to grant licenses shall be the sole property
of Company. Any such inventions disclosed to anyone by Executive
within one (1) year after the termination of employment for any
cause whatsoever shall be deemed to have been made or conceived
by Executive during the Employment Period.

(b) As to all such invention, Executive shall, upon request of
Company:

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i. Execute all documents which Company shall deem necessary or
proper to enable it to establish title to such inventions or
other rights, and to enable it to file and prosecute
applications for letters patent of the United States and any
foreign country; and

ii. Do all things (including the giving of evidence in suits and
other proceedings) which Company shall deem necessary or
proper to obtain, maintain, or assert patents for any and
all such inventions or to assert its rights in any
inventions not patented.

8. Litigation. Executive agrees that during his employment or thereafter,
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he shall do all things, including the giving of evidence in suits and other
proceedings, which Company shall deem necessary or proper to obtain, maintain or
assert rights accruing to Company during the employment period and in connection
with which Executive has knowledge, information or expertise. All reasonable
expenses incurred by Executive in fulfilling the duties set forth in this
paragraph 8 shall be reimbursed by Company to the full extent legally
appropriate, including, without limitation, a reasonable payment for Executive's
time.

9. Modification. No modification, amendment, or waiver of any of the
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provisions of this Agreement shall be effective unless made in writing
specifically referring to this Agreement and signed by all parties therefore.

10. Entire Agreement. This instrument constitutes the entire agreement of
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the parties hereto with respect to Executive's employment and his compensation
therefore.

11. Waiver. The failure to enforce at any time any of the provisions of
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this agreement or to require at any time performance by any party of any of the
provisions hereof shall in no way be construed to be a waiver of such provisions
or to affect either the validity of this Agreement, or any part hereof, or the
right of each party thereafter to enforce each and every provision in accordance
with the terms of this Agreement.

12. Severability. The invalidity or unenforceability of any particular
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provision of this Agreement shall not affect the other provisions hereof, and
this Agreement shall be construed in all respects as if such invalid or
unenforceable provision were omitted.

13. Pronouns. As used herein, the term "Executive" and the pronouns
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therefore have been used for convenience only, and corresponding terms
reflecting the proper gender of Executive shall be deemed substituted by the
parties hereto where appropriate.

14. Successors. This Agreement shall be binding upon and shall inure to the
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benefit of Company and any successor or assign of Company. For the purposes of
this Agreement, the terms "successor or assign" shall mean any person, firm,
corporation, or other business entity which, at any time, whether by merger,
purchase, assignment or otherwise, shall acquire the assets or business of
Company in part or as a whole.


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This Agreement shall also be binding upon and shall inure to the benefit of
Executive and his legal representatives and assigns, except that Executive's
obligations to perform such future services and rights to receive payment
therefore are hereby expressly declared to be non-assignable and
non-transferable.

15. Governing Law. This Agreement shall be interpreted and executed in
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accordance with the laws of the State of Missouri.

IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
duly executed as of the day and year first above written.


CENTENE CORPORATION


By /s/ Michael Neidorff
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"Company"


By /s/ Joseph P. Drozda
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"Executive"


Date 10/16/00