Other Employment Arrangements. (a) This Agreement does not affect the Employee’s existing or future employment arrangements with the Company unless a Change in Control of the Company shall have occurred before the expiration of the term of this Agreement. The Employee’s employment with the Company shall continue to be governed by the Employee’s existing or future employment agreements with the Company, if any, or, in the absence of any employment agreement, shall continue to be at the will of the Board of Directors or, if the Employee is not an officer of the Company at the time of the termination of the Employee’s employment with the Company, the will of the Chief Executive Officer of the Company, except that if (i) a Change in Control of the Company shall have occurred before the expiration of the term of this Agreement, and (ii) the Employee’s employment with the Company is terminated (whether by the Employee or the Company or automatically as provided in Section 3) after the occurrence of that Change in Control of the Company, then the Employee shall be entitled to receive certain benefits as provided in this Agreement.
(b) Notwithstanding anything contained in this Agreement to the contrary, if following the commencement of any discussion with a third person that ultimately results in a written agreement or agreements to which the Company is a party and which, if the transactions contemplated by such agreement or agreements were consummated, would result in a Change in Control of the Company, the Employee’s employment with the Company is terminated by the Company for any reason other than as a result of the occurrence of an event described in any of clauses (i) through (v) of Section 4, then for all purposes of this Agreement, a Change in Control of the Company shall be deemed to have occurred on the date immediately prior to the date of such termination, removal, or reduction regardless of whether any Change in Control of the Company actually occurs.
(c) Nothing in this Agreement shall prevent or limit the Employee’s continuing or future participation in any plan, program, policy or practice of or provided by the Company or any of its Affiliates and for which the Employee may qualify, nor shall anything herein limit or otherwise affect such rights as the Employee may have under any contract or agreement with the Company or any of its Affiliates. Amounts which are vested benefits or which the Employee is otherwise entitled to receive under any plan, program, policy or practice of o...
Other Employment Arrangements. (a) This Agreement does not affect the Employee's existing or future employment arrangements with the Company unless a Change of Control of the Company shall have occurred before the expiration of the term of this Agreement. The Employee's employment with the Company shall continue to be governed by the Employee's existing or future employment agreements with the Company, if any, or, in the absence of any employment agreement, shall continue to be at the will of the Company, except that if a Change of Control of the Company shall have occurred before the expiration of the term of this Agreement and the Employee's employment with the Company is terminated (whether by the Employee or the Company or automatically as provided in Section 3) after the occurrence of that Change of Control of the Company, then the Employee shall be entitled to receive certain benefits as provided in this Agreement.
(b) Nothing in this Agreement shall prevent or limit the Employee's continuing or future participation in any plan, program, policy or practice of or provided by the Company or any of its Affiliates and for which the Employee may qualify, nor shall anything herein limit or otherwise affect such rights as the Employee may have under any contract or agreement with the Company or any of its Affiliates. Amounts which are vested benefits or which the Employee is otherwise entitled to receive under any plan, program, policy or practice of or provided by, or any contract or agreement with, the Company or any of its Affiliates at or subsequent to the date of termination of the Employee's employment with the Company shall be payable or otherwise provided in accordance with such plan, program, policy or practice or contract or agreement except as explicitly modified by this Agreement.
Other Employment Arrangements. Except as set forth on Schedule A or provided in Section 2.1(a)(i) of the Plan, any severance or change in control plan or agreement (other than the Plan) or other similar agreements or arrangements between Executive and the Company including without limitation the Executive Agreement (the Anthem Non-Competition Agreement), shall, effective as of the Effective Date, be superseded by this Agreement and the Plan and shall therefore terminate and be null and void and of no force or effect.
Other Employment Arrangements. Except as provided in Section 15, this Agreement does not affect the Employee's existing or future employment arrangements with the Company unless a Change in Control of the Company shall have occurred before the expiration of the term of this Agreement. The Employee's employment by the Company shall continue to be at the will of the Board of Directors or, if the Employee is not an officer of the Company at the time of the termination of the Employee's employment by the Company, the will of the Chief Executive Officer of the Company, except that if (i) a Change in Control of the Company shall have occurred before the expiration of the term of this Agreement and (ii) the Employee's employment by the Company is terminated (whether by the Employee or the Company or automatically as provided in Section 3) after the occurrence of that Change in Control of the Company, then the Employee shall be entitled to receive certain benefits as provided in this Agreement.
Other Employment Arrangements. Except as may otherwise be provided in this Agreement, Other Employment Arrangements have no effect with respect to employees during the Employment.
Other Employment Arrangements. In connection with Executive's employment under this Agreement, Executive represents to the Company that he is neither a party to any employment or noncompetition agreement with any third party (other than the Original Employment Agreement and that certain letter agreement with Sudbury, Inc. dated August 31, 1988), nor has he improperly removed, taken or otherwise appropriated any customer lists, billing information, trade secrets or any other confidential or proprietary information of any third party. Moreover, Executive represents to the Company that he is not in breach of such letter agreement referred to above and covenants with the Company that he will not breach such letter agreement in the future.
Other Employment Arrangements. This Agreement together with all exhibits hereto constitutes the entire agreement of the parties hereto with respect to the subject matter hereof and, as of the Effective Time, supersedes all prior agreements and undertakings, both written and oral, including, but not limited to, the MOU. The existing Change in Control Retention Agreement between Executive and WellChoice will be cancelled immediately prior to the Effective Time in consideration for entering into this Agreement. Notwithstanding the foregoing, in the event of the termination of the Merger Agreement prior to the Effective Time, this Agreement will terminate upon such termination of the Merger Agreement.
Other Employment Arrangements. Except as set forth under any agreements entered into by the parties hereto after the date hereof, this Agreement shall serve as the exclusive governing agreement governing the subject-matter hereof.
Other Employment Arrangements. Except as set forth on Schedule A or provided in Section 2.1(c) of the Severance Plan, any severance or change in control plan or agreement (other than the Severance Plan) or other similar agreements or arrangements between Executive and the Company including without limitation the Executive Agreement (the Anthem Non-Competition Agreement), shall, effective as of the Effective Date, be superseded by this Agreement and the Severance Plan and shall therefore terminate and be null and void and of no force or effect.
Other Employment Arrangements. Any severance or change in control plan or agreement or other similar agreements or arrangements between Executive and the Company including, without limitation, the Employment Agreement between Executive and the Company dated as of November 1, 2006, by which Executive also became a Participant in the Executive Agreement Plan of WellPoint, as Amended and Restated effective November 1, 2006, shall, effective as of the Effective Date, be superseded by this Agreement and shall therefore terminate and be null and void and of no force or effect.
