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EXHIBIT 10.1
Aetna Inc.
000 Xxxxxxxxxx Xxxxxx
Xxxxxxxx, XX 00000-0000
XXXXXX X. XXXXXX
Senior Vice President
Human Resources, RC3A
May 25, 2000 (000) 000-0000
Fax: (000) 000-0000
Xxxxxxx X. Xxxxx
00 Xxxxxxx Xxx Xxxxx
Xxxxxxxx, XX 00000
Dear Dick:
This letter is to confirm our agreement as follows:
1. Your last day as an employee and director of Aetna Inc. and its
affiliates was February 24, 2000.
2. Provided you shall have delivered the executed release agreement in the
form attached as Attachment A:
(i) Until November 2, 2001 you will be paid salary continuation at
two times your base pay rate, payable bi-weekly and you will
continue to be eligible for group medical/dental benefits on
the same basis as an active employee. You may elect to receive
the foregoing salary continuation in a lump sum, but if you do
you will no longer be eligible for continuation of your group
medical/dental benefits.
(ii) You will receive payment for your accrued but unused vacation
days.
(iii) Notwithstanding anything to the contrary in your ACEShares
award agreements, you will continue to be eligible for a pro
rata vesting of your ACEShares awards for the 1997-2000 and
1999-2002 cycles based on your active service through February
25, 2000, to the extent that performance criteria and other
provisions as outlined in the respective award agreements are
met. Your stock options awards will continue to vest through
November 2, 2001; thereafter, their continued vesting and
exercise will be governed by the rules applicable to retirees.
(iv) Until November 2, 2001, the Company will provide you with such
office space and related secretarial support as identified by
the Company. In addition, the
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Company will continue to pay the monthly fees associated with
any Company-owned home security equipment until October 31,
2001 at which time you may elect to purchase said equipment at
a price to be mutually agreed.
(v) You will be entitled to outplacement and transitional
financial counseling in accordance with the Company's policies
and programs or the economic equivalent.
(vi) For purposes of your pension, you will be treated as having
service of 14 years and 4 months with the Company.
You would not otherwise be eligible for the foregoing benefits under
current Company plans and policies and said benefits are in lieu of any
other separation benefits previously agreed to but not specified in
this agreement, including the Company's Severance and Salary
Continuation Benefit Plan and the letter agreement between you and the
Company dated January 19, 1995, as amended.
3. If at any time BankAmerica ceases to provide retiree medical coverage,
and the Company still provides retiree medical coverage, you will be
eligible to participate in the Company's retiree medical coverage
program consistent with the Company's policy at that time.
4. The non-competition covenants contained in your ACEShares agreements
shall not terminate, but instead shall remain in full force and effect
until November 2, 2001 and all other covenants in your stock option and
ACEShares agreements shall remain in full force and effect as set forth
therein. In addition, in consideration of your agreement to the
foregoing extension of the restricted period under your ACEShares
agreements, with respect to paragraph 11(a)(v) of the ACEShares
agreements you entered into dated January 29, 1999, July 25, 1997 and
February 28, 1997, the Company agrees that commercial and investment
banking services and financial services which are not in substantial
and direct competition with the business of the Company shall to that
extent not be deemed to be "business activities" which are competitive
to a "business of the Company," within the meaning of that paragraph.
The terms and provisions of the non-competition covenants of your
ACEShares and option agreements shall be incorporated herein, as
amended above.
5. You agree to provide assistance to and shall cooperate with the
Company, upon its reasonable request and without additional
compensation, with respect to matters within the scope of your duties
and responsibilities during employment. (The Company agrees and
acknowledges that it shall, to the maximum extent possible under then
prevailing circumstances, coordinate (or cause an affiliate to
coordinate) any such request with your other commitments and
responsibilities to minimize the degree to which such request
interferes with such commitments and responsibilities.) The
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May 25, 2000
Company agrees that it will reimburse you for reasonable travel
expenses (ie., travel, meals, and lodging) that you may incur in
providing assistance to the Company hereunder.
6. To the extent set forth in the immediately following sentence, the
Company hereby represents that it is not aware of any facts that would
cause the Company to assert a claim against you for any act or failure
to act during your employment by the Company. This representation is
limited to matters presently within my personal knowledge or the
personal knowledge of L. Xxxxxx Xxxx, Xx., the general counsel of the
Company, it being expressly agreed that we have not conducted any
special review or examination for this purpose. Nothing in this
agreement shall affect or diminish your rights to indemnification, or
the Company's indemnification obligations to you, under Connecticut or
other applicable law or under any applicable insurance policies, in
connection with claims brought by third parties including, but not
limited to, any derivative actions brought in the Company's name.
7. You agree to execute all documentation requested by the Company needed
to implement this agreement, including resignations from all positions
and directorships you may hold with Company subsidiaries or affiliates.
8. Unless required by law, you will not, for yourself or any other person
or entity, directly or indirectly, divulge, communicate or in any way
make use of any confidential, sensitive, or proprietary information
acquired in the performance of your service for the Company, without
the prior written consent of an appropriate Company officer. You
represent that all documents and property of the Company, including
those containing confidential, sensitive or proprietary information,
have been or shortly will be returned to the Company.
9. You represent that prior to the date hereof, and you agree that after
the date hereof, you have not and will not make any communication with
any party regarding the Company or any aspect of the business or
affairs of the Company, other than as specifically permitted by a
written agreement signed by the Chairman of the Board of Directors or
the General Counsel of the Company or as explicitly compelled by law,
except for private conversations with individuals who are not members
of the media or stock analyst community, on the condition that any such
conversations are limited to general comments consistent with paragraph
8 and would not reasonably be expected to have a negative affect on the
image, reputation, prospects, value or business relationships of the
Company.
10. You understand and agree that if you breach any of the covenants of
this letter agreement you will not be entitled to any of the payments
or benefits provided under paragraphs 2 and 3 or any benefits under the
Company's non-qualified pension arrangements and you will be required
to return to the Company any such payments and benefits which you have
received.
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11. For purposes of paragraph 4 and 9 only, the term Company shall mean not
only Aetna Inc., but also subsidiary corporations, any affiliated
entities whether or not incorporated, the employees, agents, officers,
directors and shareholders of all such entities and any person or
entity which may succeed to the rights and liabilities of such entities
by assignment or otherwise.
12. The entire agreement between you and the Company is set out in this
agreement or incorporated by reference. No other promises or
representations have been made, and there is no oral understanding or
agreement between you and the Company which is not contained, or
incorporated by reference, in this agreement. This agreement shall be
construed in accordance with the laws of Connecticut.
Please sign and return one copy of this letter to evidence of your agreement.
Sincerely,
AETNA INC. AGREED TO AND ACCEPTED:
By: /s/ Xxxxxx X. Xxxxxx By: /s/ Xxxxxxx X. Xxxxx
Xxxxxx X. Xxxxxx Xxxxxxx X. Xxxxx
Senior Vice President
Date: May 25, 2000
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ATTACHMENT A
RELEASE AGREEMENT
I, Xxxxxxx X. Xxxxx, acknowledge that this document accurately reflects
an agreement entered into between me and Aetna Inc. as of this 25th day of May,
2000. In exchange for the benefits and consideration set forth in a letter dated
May 25, 2000 entered into between Aetna Inc. and me (the "Agreement"), I hereby
agree to the following:
1. DEFINITION. In this agreement the word "Company" means not only
Aetna Inc., but also subsidiary corporations, any affiliated entities whether or
not incorporated, the employees, agents, officers, directors and shareholders of
all such entities and any person or entity which may succeed to the rights and
liabilities of such entities by assignment or otherwise.
2. RELEASE. I hereby release and hold harmless (on behalf of myself
and my family, heirs, executors, successors and assigns) now and forever, the
Company from and waive any claim that I have presently, may have or have had in
the past, known or unknown, against the Company by reason of my employment with
and/or service as a director of the Company including, without limitation, the
termination thereof, other than claims I may have (i) to the payment of amounts
due and payable in accordance with the terms of the Agreement, including without
limitation the severance and other benefits and (ii) to be indemnified by the
Company from and against any third party claims arising out of or relating to my
employment with or other services on behalf of the Company.
3. EXTENT OF RELEASE. This agreement is valid whether any claim
arises under any federal, state or local statute (including, without limitation,
Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Age
Discrimination in Employment Act of 1967, the Equal Pay Act, the Americans with
Disabilities Act of 1990, the Employee Retirement Income Security Act of 1974
and all other statutes regulating the terms and conditions of my employment),
regulation or ordinance, under the common law or in equity (including any claims
for wrongful discharge or otherwise), or under any policy, agreement,
understanding or promise, written or oral, formal or informal, between the
Company and myself.
4. CONSIDERATION. The consideration hereby provided to me under the
Agreement is not required under the Company's standard policies and I know of no
circumstances other than my agreeing to the terms of this agreement which would
require the Company to provide such consideration.
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5. RESTRICTIONS. I have not filed, nor will I initiate or cause to
be initiated on my behalf, any complaint, charge, claim or proceeding against
the Company before any local, state or federal agency, court or other body
relating to my employment or the termination thereof (each individually a
"Proceeding"), nor will I participate in any Proceeding. I waive any right I may
have to benefit in any manner from any relief (whether monetary or otherwise)
arising out of any Proceeding, including any EEOC proceeding. I understand that
by entering into this agreement, I will be limiting the availability of certain
remedies that I may have against the Company and limiting also my ability to
pursue certain claims against the Company. The foregoing will not be used to
justify interfering with any right I may have to file a charge or participate in
an investigation or proceeding conducted by the EEOC. The foregoing will not
restrict my right to defend myself in any action brought against me by the
Company.
6. PENALTIES. If I initiate or participate in any legal actions, as
described above, the Company shall have the right, but shall not be obligated,
to deem this agreement void without effect and to require me to repay to the
Company any amounts payment of which was conditioned on the execution of this
agreement, and to terminate any benefit or payments (other than with respect to
vested benefits under any plan governed by ERISA) that are otherwise payable
under the Agreement.
7. RIGHT TO COUNSEL. The Company advises me that I should consult
with an attorney prior to execution of this agreement and the Agreement. I
understand that it is in my best interest to have this document and the
Agreement reviewed by an attorney of my own choosing and at my own expense, and
I hereby acknowledge that I have been afforded a period of at least twenty-one
days during which to consider this agreement and the Agreement and to have this
agreement and the Agreement reviewed by my attorney.
8. SEVERABILITY CLAUSE. Should any provision or part of this
agreement be found to be invalid or unenforceable, only that particular
provision or part so found and not the entire agreement shall be inoperative.
9. EVIDENCE. This document may be used as evidence in any proceeding
relating to my employment or the termination thereof. I waive all objections as
to its form.
10. FREE WILL. I am entering into this agreement and the Agreement of
my own free will. The Company has not exerted any undue pressure or influence on
me in this regard. I have had reasonable time to determine whether entering into
this agreement and the Agreement is in my best interest. I
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understand that if I request additional time to review the provisions of this
agreement and the Agreement, a reasonable extension of time will be granted.
11. REVOCATION. This agreement may be revoked by me within seven days
after the date on which I sign this agreement and I understand that this
agreement and the Agreement are not binding or enforceable until such seven day
period has expired. Any such revocation must be made in a signed letter executed
by me and received by the Company at the following address no later than 5 p.m.
Eastern Standard Time on the seventh day after I have executed this agreement
and the Agreement: Aetna Corporate Secretary, RC4A, 000 Xxxxxxxxxx Xxxxxx,
Xxxxxxxx, XX 00000. I understand that if I revoke this agreement, the Agreement
will not be effective or enforceable and I will not be entitled to any benefits
thereunder.
12. NON-ADMISSION. Nothing contained in this agreement shall be
deemed or construed as an admission of wrongdoing or liability on the part of
the Company.
13. GOVERNING LAW. This agreement and the Agreement shall be
construed in accordance with the laws of the State of Connecticut, applicable to
contracts made and entirely to be performed therein.
Date: May 25, 2000 /s/ Xxxxxxx X. Xxxxx
Xxxxxxx X. Xxxxx
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