Common use of Termination of Employment and Severance Benefits Clause in Contracts

Termination of Employment and Severance Benefits. (a) Executive’s employment with the Company as an employee and not an officer will continue until and cease on January 2, 2013 (“Termination Date”), without the need for any further notice from the Company; provided, however, that the Company retains the right to terminate Executive’s employment sooner if Executive engages in conduct that would constitute Cause for termination of employment, as defined in the Employment Agreement, in which case, the Termination Date shall be the date the Company terminates Executive’s employment for Cause. Through January 2, 2013, Executive shall continue to be an employee of the Company and the Company shall continue to pay base salary to Executive during this period as described in Section 3 of the Employment Agreement. In addition, the Company shall pay the monthly Directed Executive Compensation payments at the Executive Vice President level to Executive during this period. In exchange for receiving base salary and monthly DEC payments from September 20, 2012 through January 2, 2013, Executive agrees to forego any Annual Incentive Plan bonus payment that he might otherwise be entitled to and Executive also agrees that, notwithstanding the grant agreements, all equity grants not vested as of September 19, 2012 shall cancel and be forfeited on September 19, 2012. Executive shall cease accruing Paid Time Off as of September 19, 2012. (b) As soon as administratively feasible following Executive’s termination of employment, the Company shall pay to Executive a lump sum cash payment equal to the value of 37,042 shares based on the greater of the closing price of Company stock on (1) September 19, 2012 or (2) January 2, 2013. This payment will be subject to all applicable taxes and withholdings. (c) Provided Executive timely signs and does not revoke a Waiver and Release substantially in the form attached to the Employment Agreement, the Company shall provide Executive with the severance compensation and benefits described in the Employment Agreement for a Separation from Service by reason of a termination of Executive’s employment by the Company for a reason other than death, Disability or Cause (i.e., an involuntary termination Without Cause), including, but not limited to, the compensation and benefits described in Sections 3.2 and 3.3 of the WellPoint, Inc. Executive Agreement Plan. (d) The Executive agrees that the restrictive covenants described in Section 9 of the Employment Agreement shall remain in full force and effect for 18 months.

Termination of Employment and Severance Benefits. 7.1 Employee’s employment with Company is at will, meaning that either party can terminate Employee’s employment at any time and for any reason or for no reason. 7.2 Without modifying the at-will nature of Employee’s employment with Company, if Employee’s employment is terminated by Company without Cause, or if Employee resigns his employment with Company for “Good Reason” (with “Cause,” and “Good Reason” having the meanings assigned to them below), Employee will be entitled to receive the following severance benefits, subject to Employee’s proper execution of and failure to timely revoke a severance and release agreement in the form provided by Company (the “Release Agreement”) and in accordance with Exhibit A to this Agreement: (a) Executive’s employment with commencing on the Company as an employee and not an officer will continue until and cease on January 2, 2013 Payment Date (“Termination Date”), without the need for any further notice from the Company; provided, however, that the Company retains the right to terminate Executive’s employment sooner if Executive engages in conduct that would constitute Cause for termination of employment, as defined in the Employment Agreementbelow) and continuing for a period of twelve (12) months thereafter, in which case, the Termination Date shall be the date the Company terminates Executive’s employment for Cause. Through January 2, 2013, Executive shall continue to be an employee of the Company and the Company shall continue to pay base salary to Executive Employee, in accordance with its regularly established payroll procedures and practices, Employee’s then-current Base Compensation, even though Employee will no longer be employed by Company during this period as described in Section 3 of the Employment Agreement. In addition, the Company shall pay the monthly Directed Executive Compensation payments at the Executive Vice President level to Executive during this period. In exchange for receiving base salary and monthly DEC payments from September 20, 2012 through January 2, 2013, Executive agrees to forego any Annual Incentive Plan bonus payment that he might otherwise be entitled to and Executive also agrees that, notwithstanding the grant agreements, all equity grants not vested as of September 19, 2012 shall cancel and be forfeited on September 19, 2012. Executive shall cease accruing Paid Time Off as of September 19, 2012.time; (b) As soon as administratively feasible on the later of the Payment Date and the 15th day following Executivethe end of the fiscal quarter in which Employee’s termination of employmentemployment terminates, the Company shall will pay to Executive Employee in a lump sum cash payment equal to a pro rata portion of Employee’s Target Annual Bonus in an amount as follows: Employee’s Target Annual Bonus times a fraction, the value numerator of 37,042 shares based on which is the greater number of calendar days Employee was an employee during the closing price relevant fiscal year, and the denominator of Company stock on (1) September 19, 2012 or (2) January 2, 2013. This payment will be subject to all applicable taxes and withholdings.which is 365; (c) Provided Executive timely signs on the later of the Payment Date and the 15th day following the end of the fiscal quarter in which Employee’s employment terminates, Company will pay Employee in a lump sum an amount equal to Employee’s Target Annual Bonus; (d) Solely for the purpose of satisfying time based vesting conditions for then outstanding equity awards, Employee will be deemed to have been employed by the Company until the date that is twelve (12) months following the date of Employee’s termination, such that the vesting of all equity awards scheduled to vest during such time period will accelerate and become exercisable or realizable as of the Payment Date; and (e) provided Employee is eligible for and elects to continue receiving group medical insurance pursuant to the federal “COBRA” law, 29 U.S.C. § 1161 et. seq., and provided Employee continues to pay the share of the premium for such coverage that Employee paid as of his termination date, for a period of 12 months following Employee’s termination date (unless Employee ceases being eligible, such as through becoming covered by another employer), Company will pay the remainder of the insurance premium for Employee’s coverage (and Employee will be able to continue coverage for a longer period, if eligible, at Employee’s full expense). No severance benefits under clauses (a), (b), (c) , or (d) of this Section 7.2 shall be paid under this Agreement unless Employee first executes and does not revoke the Release Agreement within 60 days following the date of termination, which provides for a Waiver release of any and all claims that Employee has or might have against Company and the other parties specified therein. The severance benefits shall be paid or commence on the first payroll period following the date the Release substantially Agreement becomes effective (the “Payment Date”). Notwithstanding the foregoing, if the 60th day following the date of termination occurs in the form attached to calendar year following the Employment calendar year of the termination, then the Payment Date shall be no earlier than January 1 of such subsequent calendar year. 7.3 For purposes of this Agreement, the Company shall provide Executive with following terms will have the severance compensation and benefits described in the Employment Agreement for a Separation from Service by reason of a termination of Executive’s employment by the Company for a reason other than death, Disability or Cause (i.e., an involuntary termination Without Cause), including, but not limited to, the compensation and benefits described in Sections 3.2 and 3.3 of the WellPoint, Inc. Executive Agreement Plan. (d) The Executive agrees that the restrictive covenants described in Section 9 of the Employment Agreement shall remain in full force and effect for 18 months.following definitions:

Termination of Employment and Severance Benefits. (a) ExecutiveEmployee’s employment with the Company as an employee and not an officer will continue until and cease shall terminate voluntarily at the close of business on January 2October 12, 2013 2018 (the “Termination Date”). Payment on October 12, without the need for any further notice from the Company; provided, however, that the Company retains the right to terminate Executive’s employment sooner if Executive engages in conduct that would constitute Cause for termination of employment, as defined in the Employment Agreement, in which case, 2018 will include all accrued vacation through the Termination Date shall be Date. (b) Subject to Section 1(d) below, for the date the Company terminates Executive’s employment for Cause. Through January 2remainder of calendar 2018, 2013, Executive shall continue to be an employee on each of the Company and regular pay dates following the Company shall continue to pay base salary to Executive during this period as described in Section 3 of the Employment Agreement. In additionTermination Date, the Company shall pay Employee the monthly Directed Executive Compensation payments at sum of $36,845.40 biweekly per the Executive Vice President level Company's standard payroll schedule. This payment is inclusive of premiums payable by Employee for continued health, dental and vision plan coverage pursuant to Executive during this periodCOBRA for Employee and dependents for whom Employee had elected coverage prior to the Termination Date, grossed up for tax purposes (the “COBRA Benefits”). In exchange for receiving base salary The final bi-weekly payment will be paid on December 27, 2018 and monthly DEC payments will include additional pay and COBRA Benefits covering the period from September 20December 23, 2012 2018 through January 2December 31, 2013, Executive agrees to forego any Annual Incentive Plan bonus payment that he might otherwise be entitled to and Executive also agrees that, notwithstanding the grant agreements, all equity grants not vested as of September 19, 2012 shall cancel and be forfeited on September 19, 2012. Executive shall cease accruing Paid Time Off as of September 19, 20122018. (bc) As soon as administratively feasible following Executive’s termination Subject to Section 1(d) below, on each of employmentJanuary 10, 2019 and July 11, 2019, the Company shall pay to Executive a lump Employee the sum cash payment equal to the value of 37,042 shares based on the greater $478,990.20, inclusive of the closing price of Company stock on (1) September 19, 2012 or (2) January 2, 2013. This payment will be subject to all applicable taxes and withholdings. (c) Provided Executive timely signs and does not revoke a Waiver and Release substantially in the form attached to the Employment Agreement, the Company shall provide Executive with the severance compensation and benefits described in the Employment Agreement COBRA Benefits for a Separation from Service by reason of a termination of Executive’s employment by the Company for a reason other than death, Disability or Cause (i.e., an involuntary termination Without Cause), including, but not limited to, the compensation and benefits described in Sections 3.2 and 3.3 of the WellPoint, Inc. Executive Agreement Plansix month period. (d) The Executive payments specified in subsections 1(b) and 1(c) above shall cease following the date on which Employee accepts any offer of full-time or part-time employment or consulting relationship with any company listed on Exhibit A hereto. In this regard, Employee agrees that to notify the restrictive covenants described Company in Section 9 writing promptly upon his acceptance of any such offer of employment or consulting relationship. (e) The Company shall accelerate the vesting of the Employment equity awards granted to Employee under the Company’s 2009 Incentive Plan that are listed on Exhibit B hereto. Except as provided in Exhibit B hereto, all equity awards granted by the Company to Employee that are not vested as of the Effective Date shall be canceled as of the Termination Date. (f) All payments made by the Company under this Agreement shall remain in full force be subject to applicable withholding and effect reporting obligations of the Company, including without limitation, obligations to withhold, if applicable, for 18 monthsapplicable federal, state and local income and employment taxes.

Termination of Employment and Severance Benefits. (a) ExecutiveA. Employee’s employment with the Company as an employee and not an officer PRA will continue until and cease on January 2February 6, 2013 2017 (the “Termination Date”). B. Notwithstanding the foregoing, without Employee at his request shall be placed on a voluntary administrative leave as of January 13, 2017 (the need for “Separation Date”) which shall continue up to the Termination Date. While on voluntary administrative leave, Employee shall be relieved of his work duties, shall not attend or be present at any further notice from of the Company; provided’s facilities, howeverwill not have access to any Company systems, and will not have the authority to act on behalf of the Company. Additionally, while on voluntary administrative leave, Employee acknowledges that he will not be entitled to any additional wages and he will not accrue any additional benefits with the exception that Employee will remain on the Company’s health insurance plan, at the current coverage levels, and be entitled to receive any equity grants that vest on or before the Termination Date. At the Termination Date, Employee will be eligible for Cobra Benefits. C. PRA agrees to pay Executive $1,800,000 as lump sum payment as a part of the Separation process (“Severance Payment”), provided that Employee does not revoke his acceptance of this Agreement pursuant to Section 13 herein. Employee acknowledges and agrees that the Company retains Severance Payment shall be paid to him less any and all deductions and withholdings that PRA is required by law to make from wage payments, and in accordance with PRA’s regular payroll procedures. PRA will pay the right Severance Payment to terminate ExecutiveEmployee on January 27, 2017. D. Employee shall only be entitled to the Severance Payment as consideration for this Agreement. All other compensation set forth in Section 4 of the Employment Agreement is hereby forfeited by Employee. Additionally, any rights Employee may have to any employee benefit plans or programs of PRA shall be determined in accordance with the terms of such compensation arrangements or plans and programs or otherwise pursuant to applicable law. E. Employee shall be entitled to continue his health insurance coverage through COBRA. Executive will be required to pay for his COBRA coverage directly. A COBRA subsidy will be provided to the employee in the amount of $15,893 following the Termination Date. F. Employee acknowledges and agrees that the payments and performances described in this Agreement are all that he shall be entitled to receive from PRA as an employee, except for vested benefits, if any, to which he may be entitled under PRA’s employment sooner if Executive engages ERISA employee benefit plans. G. The Parties hereby incorporate herein the restrictive covenants set forth in conduct the Employment Agreement at Sections 11 and 12; except that, the parties hereby agree that would constitute Cause for termination the definition of employment“Business”, as defined in the Employment Agreement, in which case, the Termination Date shall Agreement be the date the Company terminates Executive’s employment for Cause. Through January 2, 2013, Executive shall continue revised to be an employee of the Company and the Company shall continue to pay base salary to Executive during this period as described in Section 3 of the Employment Agreement. In addition, the Company shall pay the monthly Directed Executive Compensation payments at the Executive Vice President level to Executive during this period. In exchange for receiving base salary and monthly DEC payments from September 20, 2012 through January 2, 2013, Executive agrees to forego any Annual Incentive Plan bonus payment only include “those businesses that he might otherwise be entitled to and Executive also agrees that, notwithstanding the grant agreements, all equity grants not vested as of September 19, 2012 shall cancel and be forfeited on September 19, 2012. Executive shall cease accruing Paid Time Off as of September 19, 2012. are engaged (bdirectly or indirectly) As soon as administratively feasible following Executive’s termination of employment, the Company shall pay to Executive a lump sum cash payment equal to the value of 37,042 shares based on the greater of the closing price of Company stock on (1) September 19, 2012 or (2) January 2, 2013. This payment will be subject to all applicable taxes and withholdings. (c) Provided Executive timely signs and does not revoke a Waiver and Release substantially in the form attached buying and/or servicing of insolvency or bankruptcy debt in the United States, Canada, United Kingdom and Germany” (altogether the “Restrictive Covenants”) and Employee covenants that these restrictions are reasonable and do not affect his ability to earn a living. Employee further acknowledges that this Agreement and its Severance Payment set forth herein are additional consideration to support the Restrictive Covenants and that the Restrictive Covenants will survive pursuant to the Employment Agreement even if Employee revokes his acceptance of this Agreement, the Company shall provide Executive with the severance compensation and benefits described in the Employment Agreement for a Separation from Service by reason of a termination of Executive’s employment by the Company for a reason other than death, Disability or Cause (i.e., an involuntary termination Without Cause), including, but not limited to, the compensation and benefits described in Sections 3.2 and 3.3 of the WellPoint, Inc. Executive Agreement Plan. (d) The Executive agrees that the restrictive covenants described in Section 9 of the Employment Agreement shall remain in full force and effect for 18 months.

Termination of Employment and Severance Benefits. 7.1 Employee’s employment with Company is at will, meaning that either party can terminate Employee’s employment at any time and for any reason or for no reason. 7.2 Without modifying the at-will nature of Employee’s employment with Company, if Employee’s employment is terminated by Company without Cause, or if Employee resigns his employment with Company for “Good Reason” (with “Cause,” and “Good Reason” having the meanings assigned to them below), Employee will be entitled to receive the following severance benefits, subject to Employee’s proper execution of and failure to timely revoke a severance and release agreement in the form provided by Company (the “Release Agreement”) and in accordance with Exhibit A to this Agreement: (a) Executive’s employment with commencing on the Company as an employee and not an officer will continue until and cease on January 2, 2013 Payment Date (“Termination Date”), without the need for any further notice from the Company; provided, however, that the Company retains the right to terminate Executive’s employment sooner if Executive engages in conduct that would constitute Cause for termination of employment, as defined in the Employment Agreementbelow) and continuing for a period of twelve (12) months thereafter, in which case, the Termination Date shall be the date the Company terminates Executive’s employment for Cause. Through January 2, 2013, Executive shall continue to be an employee of the Company and the Company shall continue to pay base salary to Executive Employee, in accordance with its regularly established payroll procedures and practices, Employee’s then-current Base Compensation, even though Employee will no longer be employed by Company during this period as described in Section 3 of the Employment Agreement. In addition, the Company shall pay the monthly Directed Executive Compensation payments at the Executive Vice President level to Executive during this period. In exchange for receiving base salary and monthly DEC payments from September 20, 2012 through January 2, 2013, Executive agrees to forego any Annual Incentive Plan bonus payment that he might otherwise be entitled to and Executive also agrees that, notwithstanding the grant agreements, all equity grants not vested as of September 19, 2012 shall cancel and be forfeited on September 19, 2012. Executive shall cease accruing Paid Time Off as of September 19, 2012.time; (b) As soon as administratively feasible on the later of the Payment Date and the 15th day following Executivethe end of the fiscal quarter in which Employee’s termination of employmentemployment terminates, the Company shall will pay to Executive Employee in a lump sum cash payment equal to a pro rata portion of Employee’s Target Annual Bonus in an amount as follows: Employee’s Target Annual Bonus times a fraction, the value numerator of 37,042 shares based on which is the greater number of calendar days Employee was an employee during the closing price relevant fiscal year, and the denominator of Company stock on (1) September 19, 2012 or (2) January 2, 2013. This payment will be subject to all applicable taxes and withholdings.which is 365; (c) Provided Executive timely signs on the later of the Payment Date and the 15th day following the end of the fiscal quarter in which Employee’s employment terminates, Company will pay Employee in a lump sum an amount equal to Employee’s Target Annual Bonus; (d) Solely for the purpose of satisfying time based vesting conditions for then outstanding equity awards, Employee will be deemed to have been employed by the Company until the date that is twelve (12) months following the date of Employee’s termination, such that the vesting of all equity awards scheduled to vest during such time period will accelerate and become exercisable or realizable as of the Payment Date; and (e) provided Employee is eligible for and elects to continue receiving group medical insurance pursuant to the federal “COBRA” law, 29 U.S.C. § 1161 et. seq., and provided Employee continues to pay the share of the premium for such coverage that Employee paid as of his termination date, for a period of 12 months following Employee’s termination date (unless Employee ceases being eligible, such as through becoming covered by another employer), Company will pay the remainder of the insurance premium for Employee’s coverage (and Employee will be able to continue coverage for a longer period, if eligible, at Employee’s full expense). No severance benefits under clauses (a), (b), (c), or (d) of this Section 7.2 shall be paid under this Agreement unless Employee first executes and does not revoke the Release Agreement within 60 days following the date of termination, which provides for a Waiver release of any and all claims that Employee has or might have against Company and the other parties specified therein. The severance benefits shall be paid or commence on the first payroll period following the date the Release substantially Agreement becomes effective (the “Payment Date”). Notwithstanding the foregoing, if the 60th day following the date of termination occurs in the form attached to calendar year following the Employment calendar year of the termination, then the Payment Date shall be no earlier than January 1 of such subsequent calendar year. 7.3 For purposes of this Agreement, the Company shall provide Executive with following terms will have the severance compensation and benefits described in the Employment Agreement for a Separation from Service by reason of a termination of Executive’s employment by the Company for a reason other than death, Disability or Cause (i.e., an involuntary termination Without Cause), including, but not limited to, the compensation and benefits described in Sections 3.2 and 3.3 of the WellPoint, Inc. Executive Agreement Plan. (d) The Executive agrees that the restrictive covenants described in Section 9 of the Employment Agreement shall remain in full force and effect for 18 months.following definitions: