Exhibit 10.18
NON-COMPETE AGREEMENT
This Non-Compete Agreement ("Agreement") is dated as of December 8, 1997,
and is between_____________________________, who resides at
____________________________ ____________________________ ("Executive") and
CIGNA Corporation, 0000 Xxxxxx Xxxxxx, Xxxxxxxxxxxx, Xxxxxxxxxxxx, 00000, a
Delaware corporation ("CIGNA").
WHEREAS, on December 8, 1997 CIGNA granted to Executive an option to
purchase 75,000 shares of CIGNA Common Stock (the "Option"), and the People
Resources Committee of CIGNA's Board of Directors provided that the Option grant
was conditioned on Executive's entering into a non-compete agreement with CIGNA;
NOW, THEREFORE, Executive and CIGNA, intending to be legally bound and in
consideration of the Option grant and the promises in this Agreement, mutually
agree as follows:
1. In addition to the terms defined above, the following definitions apply to
the terms used in this Agreement:
a. "Company" means CIGNA Corporation and its subsidiaries and
affiliates.
b. "Competitor" means any person or business entity that offers for
sale to third parties, in markets that at the relevant time the
Company serves or is actively planning to serve, any products or
services of a type that are then provided to Company customers as
part of the Company's Protected Business.
c. "Protected Business" means those business activities that (1) have
been conducted by the Company to the extent the Executive had any
significant responsibilities for such business at any time during
the twenty-four (24) month period ending on the date Executive's
employment with the Company terminates or (2) have actively been
planned by the Company to the extent Executive has been
significantly involved in such plans at any time during the twelve
(12) month period ending on the date Executive's employment with the
Company terminates.
d. "Restricted Area" means any geographic area where the Company is
conducting any Protected Business.
e. "Restriction Period" means the period beginning on the date
Executive's employment with the Company terminates and ending on the
first anniversary of that date.
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2. Executive agrees that, during the Restriction Period in the Restricted
Area, he will not without the advance written consent of a duly authorized
officer of the Company:
a. Become an owner (other than as a shareholder with less than a 2%
interest), employee or independent contractor of any Competitor;
b. Solicit or attempt to solicit, directly or indirectly, on behalf of
any Competitor, any person, entity or business that at the time of
the solicitation is (or as of the date of Executive's termination of
employment was) a customer of the Company to purchase any products
or services of a type then available from the Company; or
c. Directly or indirectly, solicit or hire, solicit the employment or
engagement for hire, or otherwise attempt to employ or engage for
hire, as an employee or independent contractor any person who,
within the one-year period immediately before the date of
Executive's termination of employment, has been an officer or
employee of the Company, unless the employment of such officer or
employee has been unilaterally terminated by the Company.
3. Executive acknowledges that the Company will have no adequate remedy at
law if Executive violates the terms of paragraph 2 above. In such event,
notwithstanding paragraph 6 below, the Company shall have the right, in addition
to any other rights it may have, to obtain in any court of competent
jurisdiction injunctive relief to restrain any breach or threatened breach of
specific performance of paragraph 2 of this Agreement. If, in any such
proceeding, the court finds that the scope of protections afforded the Company
is too broad to be enforceable under relevant law, then it is the intent of the
parties that the court reduce the scope of the protections, but only to the
extent necessary to make the protections enforceable, and then to enforce the
protections as reduced in scope.
4. This Agreement is not a contract of employment for any specified term, and
nothing herein is intended to, nor shall be construed as, changing the nature of
Executive's employment from an at-will relationship. This Agreement is limited
to the terms and conditions set forth herein and does not otherwise address
Executive's compensation or benefits, the duties and responsibilities of his
position, or any of the Company's other rights as employer.
5. The Agreement is made and entered into in the Commonwealth of
Pennsylvania, and at all times and for all purposes shall be interpreted,
enforced and governed under its laws, without regard to principles of conflict
of laws.
6. It is agreed that any controversy or claim arising out of or relating to
this Agreement, other than the Company's attempt to obtain injunctive relief
under paragraph 3 above, shall be settled exclusively by arbitration in
Philadelphia, Pennsylvania, in accordance with the Commercial Arbitration Rules
of the American Arbitration Association, and judgment upon the award rendered by
the Arbitrator(s) may be entered in any court having jurisdiction thereof.
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7. CIGNA's rights and obligations under this Agreement will inure to the
benefit of and be binding upon CIGNA's successors and assigns. Executive's
rights and obligations under this Agreement shall not be assignable without
CIGNA's express, written consent.
8. This Agreement contains the entire agreement between Executive and CIGNA
with respect to the matters addressed herein and fully replaces and supersedes
any and all other prior agreements or understandings between them related to
such matters. Any amendment to this Agreement must be in writing and signed by
both CIGNA and Executive.
IN WITNESS WHEREOF, the persons named below have signed this Agreement on
the dates shown below.
CIGNA Corporation
__________ By:_______________________________
Date _______________________________
_______________________________
__________ _______________________________
Date [executive]
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