1
EXHIBIT 10.38
INTEROFFICE COMMUNICATION
XXXXXXX X. XXXXX
Office of Chairman, A801
(000) 000-0000
Fax: (000) 000-0000
To Xxxxxxxxx X. Xxxxxxxx, Xx.
Date December 3, 1999
Subject Employment Agreement
This memo is to outline severance arrangements in effect for you through
December 31, 2001, under certain special circumstances. This special arrangement
is intended to be effective in the event of circumstances not covered by those
outlined in my memo to you dated May 4, 1999 (which remains in effect), but is
not intended to duplicate benefits.
In the event following an International Business Change in Control (as defined
below) (i) your employment is involuntarily terminated for any reason other than
misconduct, or (ii) your total target cash compensation (comprised of base
salary and annual bonus opportunity for target-level performance) is reduced,
you will be entitled to receive 24 months continuation of cash compensation
(calculated at base salary and annual bonus at target-level performance) in lieu
of any severance or salary continuation benefit to which you may otherwise have
been entitled upon delivery to Aetna Inc. (the Company) of a release of any
employment-related claims in the Company's customary form. For these purposes,
an International Business Change in Control is described in Attachment A and
incorporated herein.
Aetna Inc.
By: /s/ Xxxxxxx X. Xxxxx
--------------------
Xxxxxxx X. Xxxxx
Att: 1
2
ATTACHMENT A
"International Business Change in Control" means the closing of the sale of all
or substantially all of the stock or assets (other than transfers within the
Aetna Inc. (the "Company") controlled group) of Aetna International, Inc. or its
subsidiaries constituting the entire business of the Aetna International
business segment as reported by the Company, but not including any
public-offering of securities of Aetna International, Inc. or its subsidiaries
in which no "person" as defined in Section 3(a)(9) of the Securities Exchange
Act of 1934, as amended (the "Exchange Act") and as used in Sections 13(d) and
14(d) thereof, including a "group" as defined in Section 13(d) of the Exchange
Act, but excluding the Company and any subsidiary thereof and any employee
benefit plan sponsored or maintained by the Company or any subsidiary (including
any trustee of such plan acting as trustee), directly or indirectly, becomes the
"beneficial owner" (as defined in Rule 13d-3 under the Exchange Act, as amended
from time to time) of securities representing 20 percent or more of the combined
voting power of the then outstanding securities.
