Top Managers at Maxicare Are Sure Winners : Compensation: Those who spearheaded the reorganization will get bonuses and stock options.

When Maxicare Health Plans emerges from federal Chapter 11 bankruptcy protection, among the sure winners will be Chairman and Chief Executive Peter J. Ratican and his top management team.

The relative swiftness of the reorganization will enhance the management team’s reputation, said Chris Street, managing director of Seidler Amdec Securities’ group, which specializes in bankruptcy stocks and bonds. “I hope that Peter and Gene (Chief Financial Officer Eugene L. Froelich) will both stay for a period of time. Both will be in high demand to turn around other managed health-care companies,” he said.

According to the company’s disclosure statement on the reorganization plan, the company will enter into two-year employment agreements with Ratican, 46, Froelich, 48, and Samuel Warburton Jr., the company’s 46-year-old senior vice president for medical affairs. The agreements will provide bonuses and stock options for the three. Ratican will receive a base salary of $375,000, Froelich will get $275,000 and Warburton, $225,000.

Additionally, the three will be entitled to bonuses based on how much unrestricted cash the company has after the reorganization plan is put into effect. The amount of unrestricted cash, which can be distributed to creditors, is seen as a measure of how efficiently the executives have steered Maxicare through the process.

The three would share in a bonus pool ranging from $500,000 to $1 million if the cash level is between $60 million and $78.8 million when the plan goes into effect. If the cash level is higher, they would get additional bonuses.

The senior managers will also be entitled to a sale bonus if the company changes hands and severance benefits if they are fired or resign after either a sale of the reorganized company or a change of control involving 40% of the reorganized company’s voting stock.

Ratican, one of Maxicare’s outside directors, was appointed chief executive in August, 1988, when the previous management and five directors resigned in the face of uncontrolled losses. His previous professional experience was in entertainment, but he had served on a state advisory committee that set HMO quality and financial solvency standards in 1976. He worked for MCA Inc. for nine years and was chief financial officer of DeLaurentis Entertainment Group when he joined Maxicare.