1
Exhibit 10(w)
RETENTION BONUS AGREEMENT
THIS AGREEMENT is entered into this 16th day of October, 1995, by and
between HUMANA INC., a Delaware corporation, and Xxxxxxx X. Xxxx ("Employee").
If Employee remains in the employ of Humana Inc. or EMPHESYS Financial
Group, Inc., or any subsidiary or affiliate thereof (collectively "Humana")
through calendar year 1996 (the "First Bonus Period"), and performs all of the
duties and obligations of Employee as reasonably requested, Employee shall
receive from Humana a retention bonus equal to the sum of Two Hundred Thousand
Dollars ($200,000), less applicable withholdings (the "Bonus"). In addition, if
Employee remains in the employ of Humana from the end of the First Bonus Period
through calendar year 1997 (the "Second Bonus Period") and performs all of the
duties and obligations of Employee as reasonably requested, Employee shall
receive from Humana an additional retention bonus equal to the sum of Two
Hundred Thousand Dollars ($200,000), less applicable withholdings (the
"Additional Bonus").
If Employee's employment with Humana is terminated for Cause or if
Employee voluntarily terminates his employment prior to the end of the relevant
First or Second Bonus Period, Employee's rights under this Agreement for that
(and any subsequent) Bonus Period shall be automatically and completely
forfeited. If Employee's employment with Humana is terminated by Humana other
than for Cause prior to the end of the relevant First or Second Bonus Period,
Employee shall be entitled to a prorata portion of (his) Bonus or Additional
Bonus for that portion of the First or Second Bonus Period, as applicable,
worked prior to termination. Said Bonus and/or Additional Bonus, or prorata
portion thereof, will be paid within sixty (60) days after the end of the
applicable Bonus Period or after termination by Humana other than for Cause,
whichever is applicable.
This Agreement is not intended to be nor should it be construed as an
employment contract. Either party may terminate the employment relationship at
any time, with or without cause.
"Cause" as used in this Agreement shall mean:
(1) that Employee has engaged in acts or omissions against Humana
constituting dishonesty, intentional breach of fiduciary
obligation or intentional wrongdoing or misfeasance;
2
(2) that Employee has been arrested or indicted in a possible criminal
violation involving fraud or dishonesty;
(3) that Employee has failed or refused to perform the duties
reasonably within the scope of his employment or willfully failed
to execute any reasonable instruction relating to his duties with
Humana; or
(4) that Employee has intentionally and in bad faith acted in a manner
which results in a material detriment to the assets, business or
prospects of Humana.
This Agreement shall not be effective nor legally binding on Humana
until reviewed and approved by Humana's Vice President- Humana Resources.
EMPLOYEE REVIEWED AND APPROVED:
/s/ XXXXXXX X. XXXX BY: /s/ XXXXXX X. XXXXXX
--------------------------------- ---------------------------------
Xxxxxxx X. Xxxx Xxxxxx X. Xxxxxx
Humana Inc.'s Vice President-
Human Resources
