AGREEMENT AND RELEASE
Exhibit
10.3
This
Agreement and Release (Agreement) is dated as of November 16, 2005 (Today),
and
is between Xxxxxxx X. Xxxx, 000 Xxxxxxxx Xxxx, Xxxx Xxxx, XX 00000 (you), and
Life Insurance Company of North America, a Pennsylvania corporation (the
Company).
You
and
the Company intend to be legally bound by the Agreement, and are entering into
it in reliance on the promises made to each other in the Agreement. Under the
Agreement, your employment will end, and you and the Company agree to settle
all
issues concerning your employment and termination of employment. The Company
will pay you certain benefits described in this agreement and release certain
claims against you. In turn, you are releasing certain legal claims against
the
Company.
1. Your
Termination Date.
Your
employment with the Company will end by mutual consent on February 28, 2006
(the
Termination Date). Your formal job responsibilities will end Today, however
you
agree to be available for transition until your Termination Date.
2. Your
Promises to the Company.
a.
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Terms
used in paragraph 2 are defined as
follows:
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(1)
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“CIGNA”
means CIGNA Corporation and any subsidiaries or affiliates of CIGNA
Corporation.
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(2)
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“Confidential
Information” means any knowledge, information or materials relating to
CIGNA about their products, services, know-how, customers, business
plans,
or financial, marketing, pricing, compensation and other proprietary
matters, whether or not subject to trademark, copyright, trade
secret or
other protection, that has been made known to you as a result of
your
Company employment.
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b.
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You
agree that, other than in the good faith performance of your services
to
CIGNA before the Termination Date, you will not disclose any Confidential
Information to anyone other than CIGNA employees who have a need
to know
the Confidential Information or use any Confidential Information
for your
benefit or the benefit of any other person, firm, operation or entity
unrelated to CIGNA except to the extent disclosure is or may be required
(1) by a statute, by a court of law, by any governmental agency having
supervisory authority over CIGNA’s business or by any administrative or
legislative body (including a committee thereof) with actual or apparent
jurisdiction to order you to divulge, disclose or make accessible
such
information; (2) in connection with any litigation, mediation or
arbitration involving this Agreement, including enforcement of this
Agreement; or (3) with respect to any cooperation provided by you
pursuant
to paragraph 2.g. After an item of Confidential Information has become
public knowledge or known generally in the industry, you shall have
no
further obligation under this paragraph 2.b regarding that information
so
long as you were in no manner responsible, directly or indirectly,
for
permitting the information to become public knowledge or known within
the
industry without CIGNA's consent.
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c.
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Until
December 31, 2006, you will not, within any part of the United States
or
any other country where CIGNA currently conducts business solicit
in any
manner:
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(1)
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Any
CIGNA employees, either to terminate employment with CIGNA or to
become
employed, as an employee or independent contractor, by you or by
any
business that you may become employed by, or affiliated in any way
with,
after leaving CIGNA; or
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(2)
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Any
CIGNA customers (that you know or have reason to know are CIGNA customers
as of the Termination Date) to (a) terminate or reduce any business
arrangements in effect with CIGNA on your Termination Date or (b)
to enter
into any new business arrangements that would adversely affect in
any way
any business arrangements that such customer has with CIGNA Today
or has
been planning during the three-month period ending
Today.
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The
Company agrees that it shall not be a violation of paragraph 2.c(1)
if:
(a) you provide a personal reference for any CIGNA employee setting
forth
your personal views about the employee, provided you make it clear
in any
such reference that you are not speaking for CIGNA; or (b) an entity
that
employs or becomes affiliated with you hires a CIGNA employee, provided
you are not involved in hiring the employee or identifying the employee
as
a potential recruit and you do not assist in recruiting the employee
for
the entity.
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The
Company agrees that it shall not be a violation of paragraph 2.c(2)
merely
because an entity that employs or becomes affiliated with you (x)
has a
pre-existing relationship with a CIGNA customer; (y) responds to
a
solicitation for a proposal from a CIGNA customer, so long as you
are not
significantly involved in the development or delivery of the
proposal.
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d.
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You
agree that the duration, area and scope of activities restricted
under
paragraphs 2.b and 2.c are reasonable and necessary to protect CIGNA’s
legitimate business interests and that, if any court or arbitrator
determines that paragraphs 2.b or 2.c or any part of them is unenforceable
because of the duration, area or scope of activities restricted,
then the
court or arbitrator shall have the power to reduce the duration,
area or
scope to the maximum allowed by applicable law and, in its reduced
form,
the provision shall then be enforced and you will abide by the provision
as altered.
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2
e.
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From
your Termination Date until February 28, 2007, you agree that you
will
continue to clear all trades involving CIGNA Corporation stock with
the
Corporate Secretary.
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In
addition, from and after your Termination Date, you agree not to sell more
than
15,000 shares of CIGNA Corporation common stock during any one day.
f.
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(1)
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You
shall be entitled to indemnification by the Company (and, if applicable,
any other Company affiliate) to the fullest extent permitted or authorized
by its (or their) by-laws against all expenses (including attorneys’
fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred or sustained by you, in connection with any action,
suit or proceeding, whether civil, criminal, administrative or
investigative, to which you may be made a party (or are threatened
to be
made a party) (each a Proceeding), by reason of your having been
an
officer, employee or director of the Company or an officer, employee
or
director of any other Company affiliate (including service at the
request
of or on behalf of CIGNA as a director, officer, member, employee,
consultant or agent of another corporation, limited liability corporation,
partnership, joint venture, trust or other entity, including service
with
respect to employee benefit plans), whether or not the basis of such
Proceeding is your alleged action in an official capacity while serving
in
such capacities, and such indemnification shall continue as to you
even
though you have ceased to be an officer, member, employee, consultant
or
agent of CIGNA or any other entity and shall inure to the benefit
of your
heirs, executors and
administrators.
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(2)
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The
Company or applicable affiliate shall advance to you all reasonable
costs
and expenses that you incur in connection with any Proceeding as
provided
under the by-laws of the Company or applicable affiliate after receipt
by
the Company of a written request for such advance that includes an
undertaking by you to repay the amount of such advance if it shall
ultimately be determined that you are not entitled to be indemnified
against such costs and expenses. The amount of such obligation to
repay
shall be limited to the after-tax amount of any such advance except
to the
extent you are able to offset such taxes incurred on the advance
by the
tax benefit, if any, attributable to a deduction for repayment.
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3
(3)
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Neither
the failure of the Company nor any Company affiliate (including their
respective boards of directors, independent legal counsel or stockholders)
to have made a determination prior to the commencement of any Proceeding
concerning payment of amounts claimed by you under paragraph 2.f(1)
above
that indemnification of you is proper because you have met the applicable
standard of conduct, nor a determination by the Company or any Company
affiliate (including their respective boards of directors, independent
legal counsel or stockholders) that you have not met such applicable
standard of conduct, shall create a presumption or inference that
you have
not met the applicable standard of conduct.
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(4)
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Nothing
in this paragraph 2.f shall be construed as reducing or waiving any
right
to indemnification, or advancement of expenses, you would otherwise
have
under the by-laws of the Company or any affiliate or any rights you
may
have under any directors’ and officers’ liability policies maintained by
the Company or any affiliates.
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g.
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You
agree to make yourself reasonably available to the Company in connection
with any legal proceedings relating to CIGNA in which you may have
knowledge of potentially relevant facts because of your employment
with
the Company, and the Company agrees to accommodate reasonably your
other
personal and business commitments. The Company shall reimburse you
for all
reasonable expenses that you incur (including the costs of travel
and
meals) in connection with your making yourself available to it or
its
counsel to provide information or to testify. For the first ten days
(not
necessarily consecutive, and including partial days) that you spend
in so
providing information or testifying, you shall not be compensated
for such
time. Thereafter, the Company shall pay you $750.00 for each day
(or part
of a day) as compensation for your time in providing information
or
testifying.
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h.
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Prior
to your Termination Date, you will return to CIGNA any CIGNA property
that
you now have (for example: identification card, access card, office
keys,
company manuals, office equipment, records and files); provided,
however,
you will not be required to return rolodexes, personal cell phone,
personal diaries, or correspondence and other items of a personal
nature.
If those personal items are covered by instructions you have received
to
retain documents in connection with legal proceedings, you must continue
to retain them after your termination. If CIGNA property that you
have
includes information that you reasonably believe you may need for
tax
purposes and copies of plans, programs and agreements relating to
your
employment and termination of employment, you may make and retain
copies
before returning the information to
CIGNA.
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3.
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Your
Severance Arrangements.
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a.
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From
Today until your Termination Date, the Company will continue to pay
you a
salary at your current regular salary rate and you and your eligible
dependents may continue to participate in the Company’s employee benefits
programs in accordance with the terms of those programs. During this
period, you agree to remain available for internal consulting and
advice
to the CEO and other division
heads.
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b.
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You
agree that you will not be covered by the CIGNA Short-Term Disability
Plan
or CIGNA Long-Term Disability Plan after
Today.
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c.
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You
will receive no further time off benefits for 2005 or
2006.
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d.
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If
you die before the Company pays you all amounts due under paragraph
3 of
the Agreement, the remaining amounts (except for those described
in
paragraphs 3.h and 3.i) will be paid to your surviving spouse in
a lump
sum within 90 calendar days after the date of your death. (The amounts
described in paragraph 3.h will be paid to your surviving spouse
at the
same times the payments would have been made to you, as described
in
paragraph 3.h. Plan benefits under paragraph 3.i will be payable
under the
terms of the applicable plan.) If you have no surviving spouse, the
payment will be made to your estate. If you die before February 28,
2006,
the date you die will automatically be your new Termination Date
(but the
lump sum payment below shall be calculated as if you had remained
employed
until February 28, 2006).
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e.
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The
Company will make a lump sum payment to you equal to 22/26 of your
current
annual salary rate (less applicable taxes and withholding) on or
before
March 15, 2006
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f.
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For
the 10-month period ending December 31, 2006, you will be eligible
to
continue the Company group health care and life insurance coverages
you
may have on the same basis as active employees. During this period,
your
Company Basic Life Insurance coverage will continue at the Company’s
expense. Under the provision of federal law (COBRA), you may elect
to
continue your Company group health care coverage after your Termination
Date. If you elect COBRA coverage, the Company will subsidize the
COBRA
rates (that is, you will pay the same rates as if you continued to
be
employed) you pay for coverage through December 31, 2006 and will
not
subsidize the rates after that date. You will be billed monthly.
You may
convert certain group benefits coverages to individual coverages
under the
terms of the Company’s benefits
program.
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g.
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On
or before March 15, 2006 (or if earlier, when bonuses for 2005 are
paid to
CIGNA senior executives), the Company will pay you a cash bonus for
service performed in 2005 in an amount equal to your annual bonus
target
multiplied by either 100% or the Group Insurance division rating
if
higher.
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h.
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With
respect to the previously-awarded Strategic Performance Units (2003,
2004
and 2005) the Company will make a lump sum cash payment to you, on
or
before March 15, 2006, based on the prorated number of Units and
Unit
value as follows:
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Number
of Units
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Unit
Value
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100%
of units granted for 2003-2005
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$120
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67%
(24 of 36 months) of units granted for 2004-2006
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$75
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33%
(12 of 36 months) of units granted for 2005-2007
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$75
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i.
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Any
benefits you may have earned under the CIGNA Deferred Compensation,
Pension, Supplemental Pension, and 401(k) Plans will be paid to you
under
the provisions of those plans.
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j.
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Until
your Termination Date any options on CIGNA Corporation stock that
you hold
will continue to vest under the terms of your applicable grant letter.
You
may exercise vested options only in accordance with the terms of
the
grants. Any unexercised and unvested options will expire on your
Termination Date in accordance with the terms of the applicable plans
and
grant letters.
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k.
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The
Company will make a lump sum cash payment in the amount of $10,000
(less
applicable taxes and withholdings) on or before March 15, 2006 for:
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(1)
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Executive
Financial Services through year-end
2006;
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(2)
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Reimbursement
for reasonable tax preparation fees incurred for income tax returns
for
income through year-end 2006.
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l.
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The
Company will provide you with the Executive outplacement, including
office
space and secretarial staff. This will not extend beyond February
28,
2007.
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m.
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With
respect to shares of restricted CIGNA Corporation stock (RSGs) and
deferred stock units
that you hold on your Termination Date, the Company will, on or before
March 15, 2006, make a lump sum cash payment to you equal to (a)
one
hundred percent of the number of RSGs and thirty-three percent (one-third)
of the deferred stock units that you forfeit on your Termination
Date
multiplied by (b) the average closing price of a share of CIGNA
Corporation stock on the 30 trading days ending on your Termination
Date.
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n.
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You
will receive no other money from the Company except as provided in
this
Agreement.
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4.
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Release
of Claims.
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a.
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Each
party agrees that they will not file (or ask or allow anyone to file
on
their behalf), any charge, complaint, claim or lawsuit of any kind
in
connection with any claim released by this Agreement. This provision
shall
not apply, however, to any non-waivable charges or claims brought
before
any governmental agency. With respect to any such non-waivable claims,
you
agree to waive your right (if any) to any monetary or other recovery
should any governmental agency or other third party pursue any claims
on
your behalf, either individually, or as part of any collective action.
Nothing herein shall preclude any claim you may file alleging that
your
waiver of claims under the Age Discrimination in Employment Act of
1967
(“ADEA”) was not knowing or
voluntary.
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b.
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You
acknowledge full and complete satisfaction of, and release and discharge
all Released Persons from, any
Claims.
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c.
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The
Company acknowledges full and complete satisfaction of, and releases
and
discharges all Released Persons from, any
Claims.
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d.
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You
are giving this release for yourself as well as for your executors,
administrators, heirs and assigns.
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e.
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The
Company is giving this release for the Company, together with its
successors, parents, subsidiaries and affiliates (Company Affiliated
Parties) and all of their directors, officers, agents and employees
(but
as to any such director, officer, agent or employee only in connection
with, or in relationship to, his or its capacity as a director, officer,
agent or employee of any Company Affiliated Party and not in connection
with, or in relationship to, his or its personal capacity unrelated
to any
Company Affiliated Party).
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f.
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“Released
Persons” for your release of Claims are the Company Affiliated Parties and
all of their directors, officers, agents and employees (as limited
by
paragraph 4.e). “Released Persons” for the release of Claims against you
by the Company (and other persons described in paragraph 4.e) are
you,
your dependents, heirs, agents, assigns and
estate.
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g.
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With
respect to Claims you are releasing, “Claims” are any and all claims,
demands and causes of action of whatever kind, including any claims
for
attorneys fees, that you now have, or at any time had, against any
Released Persons, but only to the extent they arise out of or relate
in
any way to your employment or termination of employment with the
Company
and its affiliates. With respect to Claims the Company and Company
Affiliated Parties are releasing, “Claims” are any and all claims, demands
and causes of action of whatever kind, including any claims for attorneys
fees, that the Company or any other Company Affiliated Party now
has, or
at any time had, against any you, but only to the extent they arise
out of
or relate in any way to your employment or termination of employment
with
the Company and its affiliates. “Claims” includes things you or the
Company may not even know about or suspect as well as any claims
you may
have under ADEA.
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h.
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“Claims”
does not include (and you and the Company are not
releasing):
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(1)
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any
claims for promises you and the Company are making to each other
under
this Agreement and any claims that arise after
Today,
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(2)
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any
claims for benefit payments to which the Plan Administrator determines
you
are entitled under the terms of any retirement, savings, or other
employee
benefit programs in which the Company participates (but your Release
does
cover any claims you may make for severance benefits beyond those
described or referred to in this Agreement and any claims for benefits
beyond those provided under the terms of the applicable
plan),
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(3)
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any
claims covered by workers compensation
laws,
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(4)
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any
rights you have to indemnification under the Company’s (and, if
applicable, any Company affiliate’s) by-laws, directors and officers
liability insurance or this Agreement or any rights you may have
to obtain
contribution as permitted by law in the event of entry of judgment
against
you as a result of any act or failure to act for which you and any
Company
Affiliated Party are jointly liable,
and
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(5)
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any
claims that you did not knowingly and voluntarily waive your rights
under
ADEA.
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5. No
Mitigation, No Offset. You
shall
have no duty to seek other employment and there shall be no offset against
amounts due under this Agreement on account of any remuneration you may receive
attributable to any subsequent employment or self-employment.
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6. Anti-disparagement. You
agree
not to knowingly make any statement to a customer of CIGNA or any public
statement, whether oral or written, that would disparage CIGNA or any of its
senior officers or directors. The Company agrees that it (and its affiliates)
shall not, and it shall cause each CIGNA senior officer or director not to,
knowingly make any public statement, whether oral or written, that disparages
you. It shall not, however, be a violation of this paragraph 6 for any person:
(a) to make truthful statements (i) when required to do so by a court of law,
by
any governmental agency having supervisory authority over CIGNA's business
or by
any administrative or legislative body (including a committee thereof) with
actual or apparent jurisdiction to order such person to divulge, disclose or
make accessible such information or (ii) to the extent necessary with respect
to
any litigation, arbitration or mediation involving this Agreement, including
but
not limited to, enforcement of this Agreement; or (b) from responding publicly
to incorrect or disparaging public statements to the extent reasonably necessary
to correct or refute such public statement.
In
response to any inquiries about you from any person or entity that you identify
to the Company as a prospective employer, the Company will provide a letter
to
such prospective employer from the Company’s Chief Executive Officer or
Executive Vice President of Human Resources & Services in the form of
Attachment A to this Agreement. Either of them are also willing to discuss
your
reference with said prospective employer.
7. No
Admission of Wrongdoing. Just
because the Company is entering into this Agreement and paying you money, the
Company is not admitting that it (or any Released Person) has done anything
wrong or violated any law, rule, order, policy, procedure, or contract, express
or implied, or otherwise incurred any liability. Similarly, by entering into
this Agreement, you are not admitting that you have done anything wrong or
violated any law, rule, order, policy, procedure, or contract, express or
implied, or otherwise incurred any liability.
8. Applicable
Law. This
Agreement is being made in Pennsylvania. It will be interpreted, enforced and
governed under the laws of Pennsylvania (without reference to the principles
of
conflicts of law), but your eligibility for, or the amount of any, employee
benefits shall be subject to the terms of the benefit plans and the provisions
of the Employee Retirement Income Security Act of 1974, as amended
(ERISA).
9. Arbitration. Without
in any way affecting the releases in paragraph 4, any and all disagreements,
disputes or claims listed below will be resolved exclusively by arbitration
in
the Philadelphia, Pennsylvania area. Arbitration will be conducted in
9
accordance
with the Employment Dispute Resolution Rules of the American Arbitration
Association, as modified by Company. Copies of the Arbitration Policy and Rules
and Procedures have been provided to you. A legal judgment based upon the
Arbitrator’s award may be entered in any court having jurisdiction over the
matter. Each party shall be liable for its own costs and expenses (including
attorneys’ fees). You and the Company agree to arbitrate anything:
a.
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related
in any way to this Agreement, including its validity, and how it
is
interpreted or implemented, and the validity of your ADEA waiver;
or
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b.
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that
involves your employment with Company or the termination of that
employment, including any disputes arising under local, state or
federal
statutes or common law (if for any reason your release and waiver
under
paragraph 4 is found to be unenforceable or
inapplicable).
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10. Final
and Entire Agreement. This
Agreement is intended to be the complete, entire and final agreement between
you
and the Company. It fully replaces all earlier agreements or understandings;
however, it does not replace the terms of any employee benefit plan or terms
included in any stock option or restricted stock grant; provided that the
covenants and provisions in paragraphs 2, 6 and 9 above supercede in their
entirety any similar provisions in any employee benefit plan. Neither you nor
the Company has relied upon any other statement, agreement or contract, written
or oral, in deciding to enter into this Agreement. Any amendment to this
Agreement must be in writing and signed by both you and the Company. Any waiver
by any person of any provision of this Agreement shall be effective only if
in
writing, specifically referring to the provision being waived and signed by
the
person against whom enforcement of the waiver is being sought. No waiver of
any
provision of this Agreement shall be effective as to any other provision of
this
Agreement except to the extent specifically provided in an effective written
waiver. If any provision or portion this Agreement is determined to be invalid
or unenforceable in a legal forum with competent jurisdiction to so determine,
the remaining provisions or portions of this Agreement shall remain in full
force and effect to the fullest extent permitted by law and the invalid or
unenforceable provisions or portions shall be deemed to be reformed so as to
give maximum legal effect to the agreements of the parties contained herein.
The
parties agree to amend the Agreement to change the timing of any payments under
the Agreement as needed to avoid the imposition on you of any penalty tax under
section 409A of the Internal Revenue Code.
11. Your
Understanding. By
signing this Agreement, you admit and agree that:
a.
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You
have read this Agreement.
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10
b.
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You
understand it is legally binding, and you were advised to review
it with a
lawyer of your choice.
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c.
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You
have had (or had the opportunity to take) at least 21 calendar days
to
discuss it with a lawyer of your choice before signing it and, if
you sign
it before the end of that period, you do so of your own free will
and with
the full knowledge that you could have taken the full
period.
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d.
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You
realize and understand that the release covers certain claims, demands,
and causes of action against the Company and any Released Persons
relating
to your employment or termination of employment, including those
under
ADEA, whether or not you know or suspect them to exist at the present
time
(but the release does not apply to claims described in paragraph
4.h).
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e.
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You
understand the terms of this Agreement and that it is not part of
an exit
incentive or other employment termination program being offered to
a group
or class of employees.
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f.
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You
are signing this Agreement voluntarily and with the full understanding
of
its consequences, and you have not been forced or coerced in any
way.
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12. Revoking
the Agreement. You
have
seven calendar days from the date you sign this Agreement to revoke and cancel
it. To do that, a clear, written cancellation letter, signed by you, must be
received by Xxxxxxxx Xxxxxxx, CIGNA Corporation, 0000 Xxxxxx Xxxxxx XX00X,
Xxxxxxxxxxxx, XX, 00000 before 5:00 p.m. Eastern Time on the seventh calendar
day following the date you sign this Agreement. The Agreement will have no
force
and effect until the end of that seventh day; provided that, during such
seven-day period, the Company shall not be able to revoke this Agreement or
cancel it.
13. If
Legal Action Is Started by You. You
understand and agree that Company's main reason for entering into this Agreement
is to avoid lawsuits and other litigation. Therefore, if any legal action
covered by paragraph 4 or 9 (other than arbitration of a dispute described
in
paragraph 9.a or b or claims related to whether your release of ADEA claims
was
knowing and voluntary) is started by you (or by someone else on your behalf)
against any Company Released Person with respect to any Claim released by you
under paragraph 4, you agree to withdraw such proceeding or claim with
prejudice.
If
you
fail to withdraw such proceeding or claim within 30 days of receipt of written
notice from the Company requesting that you withdraw such proceeding or claim
(or in the case of a class action, within 30 days of the later of such request
or your being given the opportunity to opt out), then in addition to any other
equitable or legal relief that the Company may be entitled to:
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a.
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The
Company may withhold or retain all or any portion of the amounts
due
hereunder until such proceeding or claim is withdrawn by you;
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b.
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You
agree to pay back to the Company within 60 days after receipt of
written
notice from the Company all the money you receive under paragraph
3
(except sub-paragraphs 3.a and 3.i); and
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c.
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You
agree to pay the Company the reasonable costs and attorneys' fees
it
incurs in defending such action.
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You
represent that as of Today you have not assigned to any other party, and agree
not to assign, any claim released by you under this Agreement. (If you claim
that your release of ADEA claims was not knowing and voluntary, the Company
reserves its right to recover from you its attorneys’ fees and/or costs in
defending that claim, at the conclusion of that action.)
Upon
a
finding by a court of competent jurisdiction or arbitrator that a release or
waiver of claims provided for by paragraph 4 above is illegal, void or
unenforceable, the Company or you, as the case may be, may require the other
party to execute promptly a release that is legal and enforceable and does
not
extend to Claims not released under paragraph 4. If you fail to execute such
a
release within a reasonable period of time, then this Agreement shall be null
and void from Today on, and any money paid to you by the Company after Today
under paragraph 3 (except sub-paragraphs 3.a and 3.i) and not previously
returned to the Company, will be treated as an overpayment. You will have to
repay that overpayment to the Company with interest, compounded annually at
the
rate of 6%. However, the repayment provision in this paragraph does not apply
to
legal actions in which you claim that your release of ADEA claims was not
knowing and voluntary.
This
paragraph 13 does not apply to any thing of value given to you for which you
actually performed services and by law you are entitled to receive.
14. Legal
Action by the Company.
The
Company represents that as of Today neither it nor any of its affiliates has
assigned to any other party, and agrees not to assign, any claim released by
it
under this Agreement. In addition, the Company promises that neither it nor
any
of its affiliates will file a lawsuit or an arbitration claim against you or
any
other Released Persons asserting any claim released by the Company or any of
the
Company Released Parties under this Agreement and, to the extent that the
Company or any affiliate does commence such a proceeding, the Company agrees
that it or its affiliate will withdraw such proceeding with prejudice. If the
Company or any affiliate fails to withdraw any proceeding or claim with respect
to any claim released under this Agreement within 30 days of receipt of written
notice from you requesting that such withdrawal, the Company agrees to pay
you
the reasonable costs and attorneys' fees you incur in defending such
action.
12
15. Representations.
The
Company represents and warrants that (a) the execution, delivery and
performance of this Agreement has been fully and validly authorized by all
necessary corporate action (including, without limitation, by any action
required to be taken by the board of directors of the Company or any affiliate,
any committee of such board or any committee or designee administering the
applicable CIGNA plans, including the Incentive Plan); (b) the officer
signing this Agreement on behalf of the Company is duly authorized to do so;
(c)
the execution, delivery and performance of this Agreement does not violate
any
applicable law, regulation, order, judgment or decree or any agreement, plan
or
corporate governance document to which the Company or any affiliate is a party
or by which it is bound; and (d) upon execution and delivery of this Agreement
by the parties, it shall be a valid and binding obligation of the Company
enforceable against it in accordance with its terms, except to the extent that
enforceability may be limited by applicable bankruptcy, insolvency or similar
laws affecting the enforcement of creditors’ rights generally.
16. Notices.
Except
as provided below, any notice, request or other communication given in
connection with this Agreement shall be in writing and shall be deemed to have
been given (a) when personally delivered to the recipient or (b) provided that
a
written acknowledgement of receipt is obtained, three days after being sent
by
prepaid certified or registered mail, or two days after being sent by a
nationally recognized overnight courier, to the address specified in this
paragraph 16 (or such other address as the recipient shall have specified by
ten
days’ advance written notice given in accordance with this paragraph 16). Such
communication shall be addressed to you as follows (unless such address is
changed in accordance with this paragraph 16):
Xxxxxxx
X. Xxxx
000
Xxxxxxxx Xx
Xxxx
Xxxx, XX 00000
and
to
the Company or CIGNA as follows:
Xxxxxxxx
Xxxxxxx
CIGNA
Corporation
0000
Xxxxxx Xxxxxx XX00X
Xxxxxxxxxxxx,
XX, 00000
However,
CIGNA and you may deliver any notices or other communications related to any
employee benefit or compensation plans, programs or arrangements in the same
manner that similar communications are delivered to or from other current or
former employees, including by electronic transmission and first class
mail.
13
17. Successors
and Assigns.
This
Agreement will be binding on and inure to the benefit of the parties and their
respective successors, heirs (in your case) and permitted assigns. No rights
or
obligations of the Company under this Agreement may be assigned or transferred
without your prior written consent, except that such rights or obligations
may
be assigned or transferred pursuant to a merger or consolidation in which the
Company is not the continuing entity, or a sale, liquidation or other
disposition of the assets of the Company, provided that the assignee or
transferee is the successor to the Company (or in connection with a purchase
of
Company assets, assumes the liabilities, obligations and duties of the Company
under this Agreement), either contractually or as a matter of law. Your rights
or obligations under this Agreement may not be assigned or transferred by you,
without the Company’s prior written consent, other than your rights to
compensation and benefits, which may be transferred only by will or operation
of
law or pursuant to the terms of the applicable plan, program, grant or agreement
of CIGNA or the Company. In the event of your death or a judicial determination
of your incompetence, references in this Agreement to you shall be deemed to
refer, where appropriate, to your legal representative, or, where appropriate,
to your beneficiary or beneficiaries.
18. This
Agreement is not effective or binding on either party until fully signed by
both
parties.
The
persons named below have signed this Agreement on the dates shown
below:
December
12, 2005
|
/s/
Xxxx X. Xxxxxxxx
|
|
Date
|
Xxxx
X. Xxxxxxxx
|
|
on
behalf of Life Insurance Company
|
||
of
North America
|
||
December
9, 2005
|
/s/
Xxxxxxx X. Xxxx
|
|
Date
|
Xxxxxxx
X. Xxxx
|
14