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EXHIBIT 10.32
RESTRICTIVE COVENANT AGREEMENT
I, Xxxx X. Xxxxx, an executive of Aetna Inc. and one or more of its subsidiaries
and affiliates (collectively, the "Company"), in consideration for the
compensation arrangements outlined in the employment offer letter dated June 11,
1998 from Xxxxxxx X. Xxxxx, and other good and sufficient consideration, and
acknowledging the Company's reliance upon my commitments and obligations herein,
hereby agree as follows:
1. I covenant and agree that so long as I am employed with the Company and
for a period of one year after my resignation, the termination of my
employment with the Company or my negotiated departure from employment
with the Company, I shall not become associated, whether as a principal,
partner, employee, consultant or shareholder (other than as a holder of
not in excess of 1% of the outstanding voting shares of any publicly
traded company), with any entity that is actively engaged in any
geographic area in any business which is in substantial and direct
competition with the business or businesses of the Company for which I
provided substantial services or for which I had substantial
responsibility within the previous 24 months, provided that nothing in
this paragraph shall preclude me from performing services solely and
exclusively for a division or subsidiary of such entity that is engaged in
a non-competitive business.
2. Notwithstanding the foregoing, in the event my employment is terminated by
the Company under circumstances entitling me to either salary continuance
or severance payments by the Company, Paragraph 1 shall not apply.
3. I covenant and agree that during my employment and for a period of two
years after my employment with the Company has been terminated for any
reason, whether with or without cause and whether voluntarily or
involuntarily, I shall not attempt, directly or indirectly, (i) to induce
any employee, insurance agent, broker dealer, financial planner,
registered principal or representative, health care provider, or other
supplier of the Company, or any subsidiary or any affiliate thereof to be
employed or perform services elsewhere; (ii) to induce any insurance agent
or agency, broker-dealer, financial planner, registered principal or
representative, health care provider, or other supplier of the Company, or
any subsidiary or affiliate thereof to cease providing services to the
Company, or any subsidiary or affiliate thereof; and (iii) to solicit, on
behalf of any person or entity other than the Company or any of its
subsidiaries or affiliates, the trade of any individual or entity which,
at the time of the solicitation, is a customer of the Company, or any
subsidiary or affiliate thereof, or which the Company, or any subsidiary
or affiliate thereof is undertaking reasonable steps to procure as a
customer at the time of or immediately preceding termination of
employment; provided, however, that this
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limitation in (iii) shall only apply to any product or service which is in
competition with a product or service of the Company or any subsidiary or
affiliate thereof.
4. I acknowledge and agree that, during the course of my employment with the
Company, I will learn and have access to the Company's trade secrets,
confidential information, and proprietary materials which may include but
is not limited to methods, procedures, computer programs, databases,
customer lists and identities, provider lists and identities, employee
lists and identities, processes, premium and other pricing information,
research, payment rates, methodologies, contractual forms, and other
information which is not publicly available generally and which has been
developed or acquired by the Company with considerable effort and expense.
I covenant and agree to hold all of the foregoing trade secrets,
confidential information and proprietary materials in the strictest
confidence and shall not disclose, divulge or reveal the same to any
person or entity during the term of my employment with the Company or at
any time thereafter.
5. I understand that either I or the Company may terminate our employment
relationship at any time, with or without cause. Upon such termination, I
shall immediately return to the Company all Company property,
documentation, trade secrets, confidential information and proprietary
materials in my possession, custody or control, and shall return any
copies thereof. After termination of my employment with the Company, I
further agree to cooperate reasonably with all matters requested by the
Company within the scope of my employment with the Company. The Company
agrees and acknowledges that it shall, to the maximum extent possible
under the then prevailing circumstances, coordinate, or cause a subsidiary
or affiliate thereof to coordinate any such request with my other
commitments and responsibilities to minimize the degree to which such
request interferes with such commitments and responsibilities and agrees
that it will reimburse me for reasonable travel expenses (i.e., travel,
meals and lodging) that I may incur in providing assistance to the Company
hereunder.
6. The purpose of this Agreement, among other things, is to protect the
Company from unfair or inappropriate competition and to protect its trade
secrets and confidential information.
7. I acknowledge that compliance with this agreement is necessary to protect
the business and good will of the Company and that any actual or
prospective breach will irreparably cause damage to the Company for which
money damages may not be adequate. I therefore agree that if I breach or
attempt to breach this Agreement, the Company shall be entitled to obtain
temporary, preliminary and permanent equitable relief, without bond, to
prevent irreparable harm or injury, and to money damages, together with
any and all other remedies available under applicable law. I understand
that I shall be liable to pay the Company's reasonable attorneys' fees and
costs in any successful action to enforce this agreement. I further agree
that a temporary restraining order and preliminary injunction can be
obtained without personal service on me if I cannot be located at the last
address I have provided to the Company. I acknowledge that in the event my
employment with the Company terminates, I will still be able to earn a
livelihood without violating this agreement.
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8. This Agreement shall be construed in accordance with the laws of
Connecticut.
9. This Agreement constitutes the entire understanding and agreement between
the parties with respect to the subject matter hereof, and no verbal or
other statements, inducements or representations have been made or relied
upon by any party. No modifications or change hereby shall be binding upon
any party unless in writing executed by all parties.
10. I acknowledge that the Company is relying upon my foregoing commitments
and obligations in revealing trade secrets and confidential information to
me and in making salary, bonus and/or any other payments to me.
IN WITNESS WHEREOF, the parties, intending to be legally bound, state that they
understand this agreement, enter into it freely, and have duly executed it
below.
Executed by: Accepted by:
EXECUTIVE AETNA INC.
/s/ Xxxx X. Xxxxx By /s/ Xxxxxxx X. Xxxxx
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Xxxx X. Xxxxx
6/13/98 6/11/98
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(Date) (Date)
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