Exhibit 10(r)
AGREEMENT
This Agreement made this 15th day of December, 1999, by and between
Humana Inc., a Delaware corporation ("Humana"), and Xxxxx X. Xxxxx, an
individual ("Xxxxx").
WHEREAS, Xxxxx is one of the original founders of Humana and served as
Chairman of the Board of Directors of Humana (the "Board") and/or Humana's Chief
Executive Officer since 1961, and
WHEREAS, Xxxxx retired as Chief Executive Officer in December 1997 while
continuing to serve as Chairman of the Board, and
WHEREAS, Xxxxx agreed to resume the duties of Chief Executive Officer on
August 3, 1999, and is currently serving as Humana's Chairman of the Board and
Chief Executive Officer, and
WHEREAS, in recognition and consideration of Xxxxx' leadership and service
since the inception of the Company, Humana desires to continue to provide to
Xxxxx the same benefits he currently enjoys as Chairman of the Board until he no
longer occupies that position or until December 31, 2004, whichever is longer.
NOW, THEREFORE, in consideration of the foregoing and of the respective
covenants and agreements of the parties contained herein, the parties agree as
follows:
1. Should Xxxxx relinquish or otherwise not continue to serve as the
Chairman of the Board for any reason, other than death, from the date
hereof until December 31, 2004, Humana hereby agrees to continue the
benefits he currently receives as Chairman of the Board as set forth in the
following paragraphs from that time until December 31, 2004. Should Xxxxx
continue to serve as Chairman of the Board beyond December 31, 2004, Humana
shall continue to provide all such benefits until he no longer occupies
that position. All such benefits shall be provided to Xxxxx at no cost to
Xxxxx other than federal and state income taxes as applicable. During such
period Humana agrees:
A. to pay Xxxxx an annual cash retainer of Two Hundred Thousand
Dollars ($200,000.00), payable bimonthly.
B. to provide Xxxxx with office space (including relevant parking)
comparable to that which he and his staff are currently being provided
on the second floor of the Humana Building.
C. to provide Xxxxx with administrative and secretarial support of
three Humana employees as he now enjoys and further agrees to maintain
rates of pay and benefits for said staff comparable to those given to
Humana senior executive administrative and support staff, including
pay increases at least annually.
D. to provide Xxxxx and his support staff with office furniture,
equipment, supplies and services comparable to those which they now
enjoy or as upgraded from time to time.
E. to provide Xxxxx with life and accidental death insurance at the
same benefit levels, terms and conditions as is now being provided and
to make available to Xxxxx insurance benefits available from time to
time to Humana's outside directors.
F. to provide Xxxxx with the use of Humana's airplanes and pilots
for business or personal use under the same arrangements as currently
exist, including the Aircraft Management and Pilot Exchange Agreement
dated December 12, 1994 and the Aircraft Interchange Agreement dated
April 13, 1998.
G. to provide Xxxxx membership to the Humana fitness club.
H. to continue to pay for Xxxxx all local occupational taxes based
on his retainer described above in subparagraph A and the cost of life
and accidental death insurance described above in subparagraph E.
I. to xxxxx Xxxxx (for so long as he is a member of the Board) stock
options equivalent to those for other outside Board members according
to Humana's policy of granting such stock options and to pay Xxxxx for
any service on the Executive Committee of the Board for so long as he
serves in such capacity.
2. Notwithstanding anything contained herein, both before and after
December 31, 2004, Xxxxx shall be entitled to receive, or continue to
receive, as the case may be, all benefits otherwise due or accruing to
Xxxxx under all Humana company and/or employee benefit plans (qualified or
non-qualified).
3. Xxxxx agrees that in addition to serving faithfully as Chairman of the
Board and Chief Executive Officer, as the case may be, following such
service and until December 31, 2004, he shall make himself available, at
the reasonable request of the Board, to assist in any management transition
occasioned by the appointment of a new Chairman of the Board or Chief
Executive Officer. Xxxxx further agrees to be available during such period
to assist Humana in matters of national health care reform, legislative or
other strategic business matters as may be reasonably requested by the
Board.
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4. Xxxxx agrees that so long as he receives benefits under this
Agreement, he shall not directly or indirectly compete with Humana, shall
not solicit then current Humana employees away from Humana, nor divulge any
confidential or proprietary information of Humana to any other party.
5. This Agreement and any amendments hereto shall be binding upon and
inure to the benefit of the parties hereto and their successors and
assigns.
6. If any part of this Agreement or any amendments hereto should be
determined to be invalid, unenforceable, or contrary to law or regulation,
that part shall be amended, if possible, to conform to law or regulation,
and if amendment is not possible, that part shall be deleted and the other
parts of this Agreement shall remain in full force and effect.
7. This Agreement shall be governed by and construed in accordance with
the laws of the Commonwealth of Kentucky without regard to its rules of
conflict of laws. The parties hereby irrevocable and unconditionally
consent to submit to the exclusive jurisdiction of the courts of the
Commonwealth of Kentucky and of the United States of America located in the
Commonwealth of Kentucky for any litigation arising out of or relating to
this Agreement and the transactions contemplated hereby; and agree not to
commence any litigation relating thereto except in such courts.
IN WITNESS WHEREOF, the parties hereto have set their hands as of the day
and year first above written.
Humana Inc.
By: /s/ Xxxxx Xxxxxx /s/ Xxxxx X. Xxxxx
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Xxxxx Xxxxxx, Director Xxxxx X. Xxxxx
Chairman, Organization and
Compensation Committee
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