Common use of Return of Consideration Clause in Contracts

Return of Consideration. (a) If at any time a Participant breaches any provision of Section 3.6 or Section 3.10, then: (i) the Company shall cease to provide any further Severance Pay or other benefits under Section 3.2 or Section 3.3 and the Participant shall repay to the Company all Severance Pay and other benefits previously received under Section 3.2 or Section 3.3; (ii) all unexercised Company stock options under any Designated Plan (defined below) whether or not otherwise vested shall cease to be exercisable and shall immediately terminate; (iii) the Participant shall forfeit any outstanding restricted stock or other outstanding equity award made under any Designated Plan and not otherwise vested on the date of breach; and (iv) the Participant shall pay to the Company (A) for each share of common stock of the Company (“Common Share”) acquired on exercise of an option under a Designated Plan within the 24 months prior to such breach, the excess of the fair market value of a Common Share on the date of exercise over the exercise price, and (B) for each share of restricted stock that became vested under any Designated Plan within the 24 months prior to such breach, the fair market value (on the date of vesting) of a Common Share. Any amount to be repaid pursuant to this Section 3.7 shall be held by the Participant in constructive trust for the benefit of the Company and shall, upon written notice from the Company, within 10 days of such notice, be paid by the Participant to the Company with interest from the date such Common Share was acquired or the share of restricted stock became vested, as the case may be, to the date of payment, at 120% of the applicable six month short-term AFR. Any amount described in clauses (i), (ii) and (iii) that the Participant forfeits as a result of a breach of the provisions of Sections 3.6 or 3.10 shall not reduce any money damages that would be payable to the Company as compensation for such breach. (b) The amount to be repaid pursuant to this Section 3.7 shall be determined on a gross basis, without reduction for any taxes incurred, as of the date of the realization event, and without regard to any subsequent change in the fair market value of a Common Share. The Company shall have the right to offset such amount against any amounts otherwise owed to the Participant by the Company (whether as wages, vacation pay, or pursuant to any benefit plan or other compensatory arrangement other than any amount pursuant to any nonqualified deferred compensation plan under Section 409A of the Code). (c) For purposes of this Section 3.7, a “Designated Plan” is each annual bonus and incentive plan, stock option, restricted stock, or other equity compensation or long-term incentive compensation plan, deferred compensation plan, or supplemental retirement plan, listed on Exhibit C. (d) The provisions of this Section 3.7 shall apply to awards described in clauses (i), (ii), (iii), and (iv) of subsection (a) earned or made after the date the Executive becomes a Participant in this Plan and executes an Employment Agreement, and to awards earned or made prior thereto which by their terms are subject to cessation and recoupment under terms similar to those of this Section 3.7

Return of Consideration. (a) If at any time a Participant the Executive willfully and materially breaches any provision of the covenants in Section 3.6 or Section 3.10, 9.1 and fails to cure as provided below then: (i1) the Company shall cease to provide any further Severance Pay or other benefits under Section 3.2 or Section 3.3 and the Participant Executive shall repay to the Company all Severance Pay and other benefits previously amounts received under Section 3.2 or Section 3.38.3(c) (if any); (ii2) all the Executive shall forfeit any unexercised Company stock options under any Designated Plan (defined below) whether or not otherwise vested shall cease to be exercisable and shall immediately terminate); (iii3) the Participant Executive shall forfeit and repay to the Company the Supplemental Retirement Benefit; (4) the Executive shall forfeit any outstanding restricted stock, restricted stock units or other outstanding equity award made under any Designated Plan and not otherwise vested outstanding on the date of breach; and (iv5) the Participant Executive shall pay forfeit and repay to the Company (A) for each share of common stock of any gain realized by the Company (“Common Share”) acquired on exercise of an option under a Designated Plan Executive within the 24 12 months prior to such breach, the excess of the fair market value of a Common Share on the date of exercise over the exercise price, and (B) for each share of restricted stock that became vested breach from any equity compensation award under any Designated Plan within (including but not limited to the 24 months prior to such breachexercise of any stock option, the fair market value (on delivery of shares for restricted stock units or the date sale of vesting) any formerly restricted stock within such period regardless of a Common Sharewhether the equity award was made within such period). A breach of the covenants of Section 9.1 shall not be deemed willful if the Executive cures such breach to the extent curable within 10 days after Executive receives written notice of such breach from the Company and shall be deemed willful if the Executive fails to cure such breach to the extent curable within 10 days after Executive receives written notice of such breach from the Company. A breach shall not be deemed to be material unless it is reasonably expected to materially damage the Company. Any amount forfeited or to be repaid pursuant to this Section 3.7 9.3 shall be held paid by the Participant in constructive trust for Executive to the benefit of the Company and shallCompany, upon written notice from the Company, within 10 days of such notice, be paid by the Participant to the Company with interest at the prime rate (as published in The Wall Street Journal) prevailing from time to time plus two (2) percentage points; or, if less, then the date such Common Share was acquired or the share of restricted stock became vested, as the case may be, to the date of payment, at 120% of the applicable six month short-term AFR. Any amount described in clauses (i), (ii) and (iii) that the Participant forfeits as a result of a breach of the provisions of Sections 3.6 or 3.10 shall not reduce any money damages that would be payable to the Company as compensation for such breachmaximum interest rate permitted by law. (b) The amount to be repaid pursuant to this Section 3.7 Such gain shall be determined on a gross basis, without reduction for any taxes incurred, as of the date of the realization event, and without regard to any subsequent change in the fair market value of a share of Common ShareShares. The Company shall have the right to offset such amount gain against any amounts amount otherwise owed to the Participant Executive by the Company (whether as wages, vacation pay, or pursuant to any benefit plan or other compensatory arrangement other than any amount pursuant to any nonqualified deferred compensation plan under Section 409A of the Codearrangement). (c) For purposes of this Section 3.7, 9.3 a “Designated Plan” is each annual bonus and incentive plan, stock option, restricted stock, or other equity compensation or long-long term incentive compensation plan, deferred compensation plan, or supplemental retirement plan, listed on Exhibit C.plan of the Company under which Executive has received any benefit. (d) The provisions of this Section 3.7 9.3 shall apply to awards described in clauses (i), (ii), (iii), and (iv) of subsection (a) earned or made on or after the date the Executive becomes a Participant in this Plan and executes an Employment Agreement, and to awards earned or made prior thereto which by their terms are subject to cessation and recoupment under terms similar to those of this Section 3.7Agreement Date.

Return of Consideration. (a) If at any time a Participant breaches any provision of Section 3.6 or Section 3.10, then: (i) the Company shall cease to provide any further Severance Pay or other benefits under Section 3.2 or Section 3.3 and the Participant shall repay to the Company all Severance Pay and other benefits previously received under Section 3.2 or Section 3.3; (ii) all unexercised Company stock options under any Designated Plan (defined below) whether or not otherwise vested shall cease to be exercisable and shall immediately terminate; (iii) the Participant shall forfeit any outstanding restricted stock or other outstanding equity award made under any Designated Plan and not otherwise vested on the date of breach; and (iv) the Participant shall pay to the Company (A) for each share of common stock of the Company (“Common Share”) acquired on exercise of an option under a Designated Plan within the 24 months prior to such breach, the excess of the fair market value of a Common Share on the date of exercise over the exercise price, and (B) for each share of restricted stock that became vested under any Designated Plan within the 24 months prior to such breach, the fair market value (on the date of vesting) of a Common Share. Any amount to be repaid pursuant to this Section 3.7 shall be held by the Participant in constructive trust for the benefit of the Company and shall, upon written notice from the Company, within 10 days of such notice, be paid by the Participant to the Company with interest from the date such Common Share was acquired or the share of restricted stock became vested, as the case may be, to the date of payment, at 120% of the applicable six month short-term AFR. Any amount described in clauses (i), (ii) and (iii) that the Participant forfeits as a result of a breach of the provisions of Sections 3.6 or 3.10 shall not reduce any money damages that would be payable to the Company as compensation for such breach. (b) The amount to be repaid pursuant to this Section 3.7 shall be determined on a gross basis, without reduction for any taxes incurred, as of the date of the realization event, and without regard to any subsequent change in the fair market value of a Common Share. The Company shall have the right to offset such amount against any amounts otherwise owed to the Participant by the Company (whether as wages, vacation pay, or pursuant to any benefit plan or other compensatory arrangement other than any amount pursuant to any nonqualified deferred compensation plan under Section 409A of the Code). (c) For purposes of this Section 3.7, a “Designated Plan” is each annual bonus and incentive plan, stock option, restricted stock, or other equity compensation or long-term incentive compensation plan, deferred compensation plan, or supplemental retirement plan, listed on Exhibit C. (d) The provisions of this Section 3.7 shall apply to awards described in clauses (i), (ii), (iii), and (iv) of subsection (a) earned or made after the date the Executive becomes a Participant in this Plan and executes an Employment Agreement, and to awards earned or made prior thereto which by their terms are subject to cessation and recoupment under terms similar to those of this Section 3.7

Return of Consideration. (ai) If at any time a Participant the Executive willfully and materially breaches any provision of the covenants in this Section 3.6 or 19 (other than Section 3.1019(b)) then, then: to the extent described in clauses (iiv) the Company and (v) of this Section 19(g): (1) WellPoint shall cease to provide pay any further Severance Pay or other benefits amount otherwise due under Section 3.2 or Section 3.3 14(d) and the Participant Executive shall repay to the Company WellPoint all Severance Pay and other benefits previously amounts received under Section 3.2 or Section 3.314(d) (if any); (ii2) all the Executive shall forfeit any unexercised Company stock options under any Designated Plan (defined below) whether or not otherwise vested shall cease to be exercisable and shall immediately terminate); (iii3) the Participant Executive shall forfeit any outstanding restricted stock or other outstanding equity award made under any Designated Plan and not otherwise vested outstanding on the date of breach; and (iv4) the Participant Executive shall pay to forfeit and repay any gain realized by the Company (A) for each share of common stock of the Company (“Common Share”) acquired on exercise of an option under a Designated Plan Executive within the 24 months prior to such breach, the excess of the fair market value of a Common Share on the date of exercise over the exercise price, and (B) for each share of restricted stock that became vested breach from any equity compensation award under any Designated Plan (including but not limited to the exercise of any stock option or the sale of any formerly restricted stock within such period regardless whether the 24 months prior equity award was made within such period); and (5) the Executive shall forfeit and repay to WellPoint the Replacement Ratio SERP Benefit to the extent provided for in Section 19(g)(v). A breach of the covenants of this Section 19 shall be deemed willful if such breachbreach remains uncured to the extent curable after the Executive receives ten (10) days written notice of such breach from WellPoint (or in the case of the covenants described in Section 19(c), if the fair market value Executive has not completely ceased the activity constituting such breach within ten (on 10) days after the date Executive receives written notice of vestingsuch breach from WellPoint) of a Common Shareand shall be deemed material if such breach is material whether or not the breach causes material financial harm to the Company. Any amount forfeited, or required to be repaid repaid, pursuant to this Section 3.7 19(g) shall be held paid by the Participant in constructive trust for the benefit of the Company and shallExecutive to WellPoint, upon written notice from the CompanyCompensation Committee of the Board, within 10 as promptly as reasonably possible but in no event later than 90 days of after such notice, be paid by the Participant to the Company with interest from the date of initial receipt, exercise or vesting at the prime rate (as published in The Wall Street Journal) in effect as of such Common Share was acquired or date plus two (2) percentage points; or, if less, then the share of restricted stock became vested, as the case may be, to the date of payment, at 120% of the applicable six month short-term AFR. Any amount described in clauses (i), maximum interest rate permitted by law. (ii) and (iii) that the Participant forfeits as a result of a breach of the provisions of Sections 3.6 or 3.10 shall not reduce any money damages that would be payable to the Company as compensation for such breach. (b) The amount Any repayment to be repaid pursuant to this made under Section 3.7 19(g)(i) shall be determined made on a gross basis, without reduction for any taxes incurred, . The gain described in Section 19(g)(i)(4) shall be determined as of the date of the realization event, and without regard to any subsequent change in the fair market value of a share of Common ShareStock. The Company shall have the right to offset such amount any amounts due under Section 19(g)(i) against any amounts otherwise owed to the Participant Executive by the Company (whether as wages, vacation pay, or pursuant to any benefit plan or other compensatory arrangement other than any amount pursuant to any nonqualified deferred compensation plan under Section 409A of the Codearrangement). (ciii) For purposes of this Section 3.719, a “Designated Plan” is each annual bonus and incentive plan, stock option, restricted stock, or other equity compensation or long-term incentive compensation plan, deferred compensation plan, or supplemental retirement plan, listed on Exhibit C.plan of the Company under which Executive has received any benefit. (div) The provisions of this Section 3.7 19(g)(i) shall apply to awards described a breach of the covenants in clauses Sections 19(a) (irelating to confidentiality), 19(d) (relating to non-solicitation of customers), 19(e) (relating to non-solicitation of employees) and 19(f) (relating to non-disparagement) only if such breach is reasonably likely to result in significant financial or reputational harm to the Company. (v) The amount to be repaid or forfeited under Section 19(g)(i)(2), (ii3), (iii)4) and (5) in the event of a breach of the covenants in this Section 19 shall be limited to: (A) Unexercised stock options, outstanding restricted stock or other Equity awards, and gain realized from such options, restricted stock or other Equity awards, only with respect to Equity awards granted after the Effective Date; and (ivB) A portion of the Replacement Ratio SERP Benefit equal to the excess (if any) of subsection (ax) earned the entire Benefit, over (y) the Floor SERP; provided that this clause (B) shall no longer apply on or made after the date third anniversary of the Executive becomes a Participant in this Plan and executes an Employment Agreement, and to awards earned or made prior thereto which by their terms are subject to cessation and recoupment under terms similar to those of this Section 3.7Termination Date.

Return of Consideration. (a) If at any time a Participant breaches any provision of Section 3.6 or Section 3.10, then: (i) the Company shall cease to provide any further Severance Pay or other benefits under Section 3.2 or Section 3.3 and the Participant shall repay to the Company all Severance Pay and other benefits previously received under Section 3.2 or Section 3.3; (ii) all unexercised Company stock options under any Designated Plan (defined below) whether or not otherwise vested shall cease to be exercisable and shall immediately terminate; (iii) the Participant shall forfeit any outstanding restricted stock or other outstanding equity award made under any Designated Plan and not otherwise vested on the date of breach; and (iv) the Participant shall pay to the Company (A) for each share of common stock of the Company (“Common Share”) acquired on exercise of an option under a Designated Plan within the 24 months prior to such breach, the excess of the fair market value of a Common Share on the date of exercise over the exercise price, and (B) for each share of restricted stock that became vested under any Designated Plan within the 24 months prior to such breach, the fair market value (on the date of vesting) of a Common Share. Any amount to be repaid pursuant to this Section 3.7 shall be held by the Participant in constructive trust for the benefit of the Company and shall, upon written notice from the Company, within 10 days of such notice, shall be paid by the Participant to the Company with interest from at the date such Common Share was acquired or the share prime rate (as published in The Wall Street Journal) as of restricted stock became vested, as the case may be, to the date of paymentbreach plus two (2) percentage points; or, at 120% if less, the maximum interest rate permitted by law, upon written notice from the Committee, within 10 days of the applicable six month short-term AFR. Any amount described in clauses (i), (ii) and (iii) that the Participant forfeits as a result of a breach of the provisions of Sections 3.6 or 3.10 shall not reduce any money damages that would be payable to the Company as compensation for such breachnotice. (b) The amount to be repaid pursuant to this Section 3.7 shall be determined on a gross basis, without reduction for any taxes incurred, as of the date of the realization event, and without regard to any subsequent change in the fair market value of a Common Share. The Company shall have the right to offset such amount against any amounts otherwise owed to the Participant by the Company (whether as wages, vacation pay, or pursuant to any benefit plan or other compensatory arrangement other than any amount pursuant to any nonqualified deferred compensation plan under Section 409A of the Codearrangement). (c) For purposes of this Section 3.7, a “Designated Plan” is each annual bonus and incentive plan, stock option, restricted stock, or other equity compensation or long-term incentive compensation plan, deferred compensation plan, or supplemental retirement plan, listed on Exhibit C. (d) The provisions of this Section 3.7 shall apply to awards described in clauses (i), (ii), (iii), and (iv) of subsection (a) earned or made after the date the Executive becomes a Participant in this Plan and executes an Employment Agreement, and to awards earned or made prior thereto which by their terms are subject to cessation and recoupment under terms similar to those of this Section 3.7

Return of Consideration. (a) If at any time a Participant breaches any provision of Section 3.6 or Section 3.10, then: (i) the Company shall cease to provide any further Severance Pay or other benefits under Section 3.2 or Section 3.3 and the Participant shall repay to the Company all Severance Pay and other benefits previously received under Section 3.2 or Section 3.3; (ii) all unexercised Company stock options under any Designated Plan (defined below) whether or not otherwise vested shall cease to be exercisable and shall immediately terminate; (iii) the Participant shall forfeit any outstanding restricted stock or other outstanding equity award made under any Designated Plan and not otherwise vested on the date of breach; and (iv) the Participant shall pay to the Company (A) for each share of common stock of the Company (“"Common Share”") acquired on exercise of an option under a Designated Plan within the 24 months prior to such breach, the excess of the fair market value of a Common Share on the date of exercise over the exercise price, and (B) for each share of restricted stock that became vested under any Designated Plan within the 24 months prior to such breach, the fair market value (on the date of vesting) of a Common Share. Any amount to be repaid pursuant to this Section 3.7 shall be held by the Participant in constructive trust for the benefit of the Company and shall, upon written notice from the Company, within 10 days of such notice, be paid by the Participant to the Company with interest from the date such Common Share was acquired or the share of restricted stock became vested, as the case may be, to the date of payment, at 120% of the applicable six month short-term AFR. Any amount described in clauses (i), (ii) and (iii) that the Participant forfeits as a result of a breach of the provisions of Sections 3.6 or 3.10 shall not reduce any money damages that would be payable to the Company as compensation for such breach. (b) The amount to be repaid pursuant to this Section 3.7 shall be determined on a gross basis, without reduction for any taxes incurred, as of the date of the realization event, and without regard to any subsequent change in the fair market value of a Common Share. The Company shall have the right to offset such amount against any amounts otherwise owed to the Participant by the Company (whether as wages, vacation pay, or pursuant to any benefit plan or other compensatory arrangement other than any amount pursuant to any nonqualified deferred compensation plan under Section 409A of the Code). (c) For purposes of this Section 3.7, a “"Designated Plan” " is each annual bonus and incentive plan, stock option, restricted stock, or other equity compensation or long-term incentive compensation plan, deferred compensation plan, or supplemental retirement plan, listed on Exhibit C. (d) The provisions of this Section 3.7 shall apply to awards described in clauses (i), (ii), (iii), and (iv) of subsection (a) earned or made after the date the Executive becomes a Participant in this Plan and executes an Employment Agreement, and to awards earned or made prior thereto which by their terms are subject to cessation and recoupment under terms similar to those of this Section 3.7