CONSULTING AGREEMENT
Exhibit 10.5
This Consulting Agreement (this “Agreement”) is made as of the 1st day of
October, 2006, by and between Aetna Inc. (“Company”) and Xxxx X. Xxxx, M.D. (“Consultant”). The
parties hereto agree as follows:
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(a) Notices. Any notice required or permitted to be given under this Agreement shall
be sufficient if in writing and if sent by registered or certified mail to Company or Consultant at
the address set forth below to such other address as they shall notify each other in writing.
If to Company:
Chief Executive Officer
Aetna Inc.
000 Xxxxxxxxxx Xxxxxx
Xxxxxxxx, XX 00000
Aetna Inc.
000 Xxxxxxxxxx Xxxxxx
Xxxxxxxx, XX 00000
With a copy to:
General Counsel
Aetna Inc.
000 Xxxxxxxxxx Xxxxxx
Xxxxxxxx, XX 00000
Aetna Inc.
000 Xxxxxxxxxx Xxxxxx
Xxxxxxxx, XX 00000
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If to Consultant: at Consultant’s last known address as reflected on the books and records of
the Company
With a copy to:
Xxxxx Xxxxx & Partners
000 Xxxx Xxxxxx
Xxx Xxxx, XX 00000
000 Xxxx Xxxxxx
Xxx Xxxx, XX 00000
(b) Assignment. This Agreement shall be binding upon and inure to the benefit of
Company and its successors and assigns. This Agreement shall not be assignable by Consultant.
(c) Applicable Law. This Agreement shall be construed in accordance with the laws of
the State of Connecticut in every respect, without regard to its rules regarding conflicts of law.
(d) Headings. Section headings and numbers herein are included for convenience of
reference only and this Agreement is not to be construed with reference thereto. If there is any
conflict between such numbers and headings and the text hereof, the text shall control.
(e) Severability. If for any reason any portion of this Agreement shall be held
invalid or unenforceable, the parties agree that it is their intent that such provision shall be
enforced to the maximum extent possible under applicable law, and that the court or arbitrator
shall reform such provision to make it enforceable in accordance with the intent of the parties,
and that notwithstanding such invalidity, unenforceability or reformation of any provision, the
remaining provisions of this Agreement shall remain in full force and effect.
(f) Entire Agreement. This Agreement contains the entire agreement of the parties
with respect to the subject matter hereof and supersedes all previous agreements between the
parties, provided, however, that the parties acknowledge that certain provisions of the Employment
Agreement dated as of September 6, 2000, as amended, may remain in effect as provided in such
agreement and amendments thereto, during all or a portion of the term of this Agreement. No
officer, employee, or representative of Company has any authority to make any representation or
promise in connection with this Agreement or the subject matter hereof that is not contained
herein, and Consultant represents and warrants that he has not executed this Agreement in reliance
upon any such representation or promise. No modification, extension or renewal of this Agreement
shall be valid unless made in writing and signed by the parties hereto.
(g) Waiver of Breach. The waiver by Company of a breach of any provision of this
Agreement by Consultant shall not operate or be construed as a waiver of any subsequent breach by
Consultant.
AETNA INC. |
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By: | ||||
Its Chairman | ||||
Aetna Inc. | Xxxx X. Xxxx, M.D. | |||||||
By: Its: |
/s/: Xxxxxx X. Xxxxxx
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/s/: Xxxx X. Xxxx
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Date:
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9/27/2006 | Date: 9/27/06 |
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