Eligibility for Payment. (a) Except as described in paragraph 4(b) and subject to paragraph 4(c) and paragraph 3, the Restrictions on the Performance Shares will end (your Performance Shares will vest) on the Payment Date described in paragraph 5, but only if you remain continuously employed by a Cigna company until the Payment Date and comply with all the terms and conditions of this grant, including those contained in this document. (b) Notwithstanding paragraph 4(a) and subject to paragraph 4(c) and paragraph 3, if your Termination of Employment is before the Payment Date: (1) Your Performance Shares will vest upon your Termination of Employment if it is Upon a Change of Control (of Cigna Corporation). If your Performance Shares vest under this paragraph 4(b)(1), the Shares Earned Percentage shall be the greatest of: (a) 100%; (b) The Shares Earned Percentage for the Performance period that ended immediately before your Termination upon a Change of Control; or (c) The average of the Shares Earned Percentages established by the Committee for the last two Performance Periods that ended before your Termination upon a Change of Control. (2) Your Performance Shares will vest upon your Termination of Employment if it is due to your death. If your Performance Shares vest under this paragraph 4(b)(2), the Shares Earned Percentage shall be 100%. (3) Your Performance Shares will vest upon your Termination of Employment if it is due to your Disability. (4) Your Performance Shares may vest upon your Termination of Employment if it is due to your Early Retirement or Retirement and if the Committee or its designee (including Cigna’s senior human resources officer) approves the early vesting before your Termination of Employment. If you want to be considered for early vesting when you retire, you must ask your manager or human resources representative far enough in advance of your retirement so there is time to process your request. (c) You must comply in all respects with the terms and conditions of this grant, including those contained in these Terms and Conditions.
Appears in 2 contracts
Samples: Strategic Performance Share Grant Agreement (Cigna Corp), Strategic Performance Share Grant Agreement (Cigna Corp)
Eligibility for Payment. (a) Except as described in paragraph 4(b) and subject to paragraph 4(c) and paragraph 3, the Restrictions on the Performance Shares will end (your Performance Shares will vest) on the Payment Date described in paragraph 5, but only if you remain continuously employed
employed by a Cigna company until the Payment Date and comply with all the terms and conditions of this grant, including those contained in this documentgrant and the Covenant Agreement.
(b) Notwithstanding paragraph 4(a) and subject to paragraph 4(c) and paragraph 3, if your Termination of Employment is before the Payment Date:
(1) Your Performance Shares will vest upon your Termination of Employment if it is Upon a Change of Control (of Cigna Corporation)Control. If your Performance Shares vest under this paragraph 4(b)(1), the Shares Earned Percentage shall be the greatest of:
(a) 100%;
(b) The Shares Earned Percentage for the Performance period that ended immediately before your Termination upon a Change of Control; or
(c) The average of the Shares Earned Percentages established by the Committee for the last two Performance Periods that ended before your Termination upon a Change of Control. Whether there is a Termination Upon a Change of Control for purposes of this Strategic Performance Share grant is determined by reference to a Change of Control (as defined in the Plan) of the entity issuing this grant (Cigna Corporation) and not by reference to a Change of Control of any predecessor entity of Cigna Corporation.
(2) Your Performance Shares will vest upon your Termination of Employment if it is due to your death. If your Performance Shares vest under this paragraph 4(b)(2), the Shares Earned Percentage shall be 100%.
(3) Your Performance Shares will vest upon your Termination of Employment if it is due to your Disability.
(4) Your Performance Shares may vest upon your Termination of Employment if it is due to your Early Retirement or Retirement and if the Committee or its designee (including Cigna’s senior human resources officerSenior Human Resources Officer) approves the early vesting before your Termination of Employment. If you want to be considered for early vesting when you retire, you must ask your manager or human resources representative far enough in advance of your retirement so there is time to process your request.
(c) You must comply in all respects with the terms and conditions of this grant, including those contained in these Terms Grant and Conditionsthe Covenant Agreement.
Appears in 1 contract
Samples: Strategic Performance Share Grant Agreement (Cigna Corp)
Eligibility for Payment. (a) Except as described in paragraph 4(b) and subject to paragraph 4(c) and paragraph 3, the Restrictions on the Performance Shares will end (your Performance Shares will vest) on the Payment Date described in paragraph 5, but only if you remain continuously employed
employed by a Cigna company until the Payment Date and comply with all the terms and conditions of this grant, including those contained in this documentgrant and the Covenant Agreement.
(b) Notwithstanding paragraph 4(a) and subject to paragraph 4(c) and paragraph 3, if your Termination of Employment is before the Payment Date:
(1) Your Performance Shares will vest upon your Termination of Employment if it is a Termination Upon a Change of Control (of Cigna Corporation)Control. If your Performance Shares vest under this paragraph 4(b)(1), the Shares Earned Percentage shall be the greatest of:
(a) 100%;
(b) The Shares Earned Percentage for the Performance period that ended immediately before your . Whether there is a Termination upon Upon a Change of Control; or
(c) The average Control for purposes of the Shares Earned Percentages established this Strategic Performance Share grant is determined by the Committee for the last two Performance Periods that ended before your Termination upon reference to a Change of ControlControl (as defined in the Plan) of the entity issuing this grant (Cigna Corporation) and not by reference to a Change of Control of any predecessor entity of Cigna Corporation.
(2) Your Performance Shares will vest upon your Termination of Employment if it is due to your deathdeath or Disability. If your Performance Shares vest under this paragraph 4(b)(2), the Shares Earned Percentage shall be 100%.
(3) Your Performance Shares will may continue to vest upon following your Termination of Employment if it is due to your Disability.
(4) Your Performance Shares may vest upon your Termination of Employment if it is due to your Early Retirement or Retirement if:
(i) The date of Termination due to your Early Retirement or Retirement is at least six (6) months after the Grant Date, provided that this requirement may be waived by (i) Cigna's Senior Human Resources Officer in certain limited and if unanticipated circumstances, or (ii) with respect to the CEO or any executive officer who is subject to the requirements of Section 16(a) of the Exchange Act (“Executive Officer”), the Committee;
(ii) You will not be receiving severance pay from any Cigna company (whether under any severance benefit plan or any contract, agreement or arrangement);
(iii) You continue to comply with the terms and conditions of the Covenant Agreement and any other restrictive covenant agreement(s) applicable to you during the continued vesting period; and
(iv) The Committee or its designee (including Cigna’s senior human resources officerSenior Human Resources Officer) approves the early continued vesting before your Termination of EmploymentTermination. If you want to be considered for early continued vesting when you retire, you must ask your manager or human resources representative far enough in advance of your retirement so there is time to process your request. A Termination resulting from a Cigna divestiture, outsourcing or other business transaction where you become employed by the buyer, vendor or other entity involved in the transaction will not constitute a Retirement or Early Retirement under this paragraph 4(b)(3). If your Performance Shares continue to vest under this paragraph 4(b)(3), the Shares Earned Percentage shall be determined by the Committee under paragraph 3(a) above and then prorated based on the amount of time you were employed by a Cigna company during the applicable Performance Period prior to your Early Retirement or Retirement date.
(4) Your Performance Shares will continue to vest following your Termination if your Termination is an Involuntary Termination that occurs within twelve (12) months of the Payment Date for the Performance Shares described in paragraph 5 below. For example, if the date of your Involuntary Termination is June 1, 2023 you will vest in any Performance Shares scheduled to be paid on or before June 1, 2024 on the otherwise scheduled Payment Date. If your Performance Shares continue to vest under this paragraph 4(b)(4), the Shares Earned Percentage shall be determined by the Committee under paragraph 3(a) above and then prorated based on the amount of time you were employed by a Cigna company during the applicable Performance Period prior to the date of your Involuntary Termination. The continued vesting described in this paragraph 4(b)(4) is subject to (and contingent upon) your ongoing compliance with the terms and conditions of the Covenant Agreement and any other restrictive covenant agreement(s) applicable to you during the continued vesting period.
(5) Except with respect to the CEO or any Executive Officer, if approved by Cigna's Senior Human Resources Officer, or his or her designee, before your Termination, your Shares may continue to vest following your Termination if you (1) continue to provide services to Cigna as a consultant or contractor under the terms of an agreement and release between you and Cigna, and (2) continue to comply with the terms and conditions of the Covenant Agreement and any other restrictive covenant agreement(s) applicable to you during the continued vesting period. If your Performance Shares continue to vest under this paragraph 4(b)(5), the Shares Earned Percentage shall be determined by the Committee under paragraph 3(a) above. The continued vesting period, if any, under this paragraph 4(b)(5) shall be equal to the period of your continued services to Cigna as a consultant or contractor under the terms of an agreement and release.
(6) For avoidance of doubt, the continued vesting described in paragraphs 4(b)(3), 4(b)(4) and 4(b)(5) above is expressly subject to (and contingent upon) your ongoing compliance with the Covenant Agreement and any other restrictive covenant agreement(s) applicable to you during the continued vesting period. If a Violation (as defined below) occurs or is discovered following your Termination, then, in addition to any other remedies available to Cigna under this Grant or the Covenant Agreement, any then unvested Performance Shares shall be immediately and automatically forfeited.
(c) You must comply in all respects with the terms and conditions of this grant, including those contained in these Terms Grant and Conditionsthe Covenant Agreement.
Appears in 1 contract
Samples: Strategic Performance Share Grant Agreement (Cigna Corp)
Eligibility for Payment. (a) Except as described in paragraph 4(b) and subject to paragraph 4(c) and paragraph 3, the Restrictions on the Performance Shares will end (your Performance Shares will vest) on the Payment Date described in paragraph 5, but only if you remain continuously employed
employed by a Cigna company until the Payment Date and comply with all the terms and conditions of this grant, including those contained in this document.
(b) Notwithstanding paragraph 4(a) and subject to paragraph 4(c) and paragraph 3, if your Termination of Employment is before the Payment Date:
(1) Your Performance Shares will vest upon your Termination of Employment if it is Upon a Change of Control (of Cigna Corporation)Control. If your Performance Shares vest under this paragraph 4(b)(1), the Shares Earned Percentage shall be the greatest of:
(a) 100%;
(b) The Shares Earned Percentage for the Performance period that ended immediately before your Termination upon a Change of Control; or
(c) The average of the Shares Earned Percentages established by the Committee for the last two Performance Periods that ended before your Termination upon a Change of Control. Whether there is a Termination Upon a Change of Control for purposes of this Strategic Performance Share grant is determined by reference to a Change of Control (as defined in the Plan) of the entity issuing this grant (Cigna Corporation) and not by reference to a Change of Control of any predecessor entity of Cigna Corporation.
(2) Your Performance Shares will vest upon your Termination of Employment if it is due to your death. If your Performance Shares vest under this paragraph 4(b)(2), the Shares Earned Percentage shall be 100%.
(3) Your Performance Shares will vest upon your Termination of Employment if it is due to your Disability.
(4) Your Performance Shares may vest upon your Termination of Employment if it is due to your Early Retirement or Retirement and if the Committee or its designee (including Cigna’s senior human resources officerSenior Human Resources Officer) approves the early vesting before your Termination of Employment. If you want to be considered for early vesting when you retire, you must ask your manager or human resources representative far enough in advance of your retirement so there is time to process your request.
(c) You must comply in all respects with the terms and conditions of this grant, including those contained in these Terms and Conditions.
Appears in 1 contract
Samples: Strategic Performance Share Grant Agreement (Cigna Corp)
Eligibility for Payment. (a) Except as described in paragraph 4(b) and subject to paragraph 4(c) and paragraph 3, the Restrictions on the Performance Shares will end (your Performance Shares will vest) on the Payment Date described in paragraph 5, but only if you remain continuously employed
employed by a Cigna company until the Payment Date and comply with all the terms and conditions of this grant, including those contained in this document.
(b) Notwithstanding paragraph 4(a) and subject to paragraph 4(c) and paragraph 3, if your Termination of Employment is before the Payment Date:
(1) Your Performance Shares will vest upon your Termination of Employment if it is Upon a Change of Control (of Cigna Corporation). If your Performance Shares vest under this paragraph 4(b)(1), the Shares Earned Percentage shall be the greatest of:
(a) 100%;
(b) The Shares Earned Percentage for the Performance period that ended immediately before your Termination upon a Change of Control; or
(c) The average of the Shares Earned Percentages established by the Committee for the last two Performance Periods that ended before your Termination upon a Change of Control.
(2) Your Performance Shares will vest upon your Termination of Employment if it is due to your death. If your Performance Shares vest under this paragraph 4(b)(2), the Shares Earned Percentage shall be 100%.
(3) Your Performance Shares will vest upon your Termination of Employment if it is due to your Disability.
(4) Your Performance Shares may vest upon your Termination of Employment if it is due to your Early Retirement or Retirement and if the Committee or its designee (including Cigna’s senior human resources officer) approves the early vesting before your Termination of Employment. If you want to be considered for early vesting when you retire, you must ask your manager or human resources representative far enough in advance of your retirement so there is time to process your request.
(c) You must comply in all respects with the terms and conditions of this grant, including those contained in these Terms and Conditions.
Appears in 1 contract
Samples: Strategic Performance Share Grant Agreement (Cigna Corp)
Eligibility for Payment. (a) Except as described in paragraph 4(b) and subject to paragraph 4(c) and paragraph 3, the Restrictions on the Performance Shares will end (your Performance Shares will vest) on the Payment Date described in paragraph 5, but only if you remain continuously employed
employed by a Cigna company until the Payment Date and comply with all the terms and conditions of this grant, including those contained in this document.
(b) Notwithstanding paragraph 4(a) and subject to paragraph 4(c) and paragraph 3, if your Termination of Employment is before the Payment Date:
(1) Your Performance Shares will vest upon your Termination of Employment if it is Upon a Change of Control (of Cigna Corporation). If your Performance Shares vest under this paragraph 4(b)(1), the Shares Earned Percentage shall be the greatest of:
(a) 100%;
(b) The Shares Earned Percentage for the Performance period that ended immediately before your Termination upon a Change of Control; or
(c) The average of the Shares Earned Percentages established by the Committee for the last two Performance Periods that ended before your Termination upon a Change of Control.
(2) Your Performance Shares will vest upon your Termination of Employment if it is due to your death. If your Performance Shares vest under this paragraph 4(b)(2), the Shares Earned Percentage shall be 100%.
(3) Your Performance Shares will vest upon your Termination of Employment if it is due to your Disability.
(4) Your Performance Shares may vest upon your Termination of Employment if it is due to your Early Retirement or Retirement and if the Committee or its designee (including Cigna’s senior human resources officerSenior Human Resources Officer) approves the early vesting before your Termination of Employment. If you want to be considered for early vesting when you retire, you must ask your manager or human resources representative far enough in advance of your retirement so there is time to process your request.
(c) You must comply in all respects with the terms and conditions of this grant, including those contained in these Terms and Conditions.
Appears in 1 contract
Samples: Strategic Performance Share Grant Agreement (Cigna Corp)