AGREEMENT AND RELEASE
This Agreement and
Release (Agreement) is dated as of August 22, 2003 (Today), and is between Xxxxxxx X.
Xxxxx, __________________________________, (you), and Connecticut General Life Insurance
Company, a Connecticut corporation (the Company).
You and the Company
intend to be legally bound by the Agreement, and are entering into it in reliance on the
promises made to each other in the Agreement. Under the Agreement, your employment will
end, and you and the Company agree to settle all issues concerning your employment and
termination of employment. The Company will pay you certain benefits described in this
agreement and release certain claims against you. In turn, you are releasing certain
legal claims against the Company.
1.
Your Termination Date.
Your employment with the Company will end by mutual consent on September 26, 2003 (the
Termination Date).
2. Your Promises to the
Company.
a. |
Terms
used in paragraph 2 are defined as follows: |
|
(1) |
"CIGNA"
means the Company, its parents (including CIGNA Corporation), subsidiaries and/or
affiliates. |
|
(2) |
"Confidential
Information" means any knowledge, information or materials relating to the Company or the
Division about their products, services, know-how, customers, business plans, or
financial, marketing, pricing, compensation and other proprietary matters, whether or not
subject to trademark, copyright, trade secret or other protection, that you obtained
during the course of your employment with the Company. |
|
(3) |
"Division"
means the CIGNA Healthcare Division. |
b. |
You
agree that, other than in the good faith performance of your services to CIGNA before the
Termination Date, you will not disclose any Confidential Information to anyone other than
CIGNA employees or use any Confidential Information for your benefit or the benefit of
any other person, firm, operation or entity unrelated to CIGNA except to the extent
disclosure is or may be required (1) by a statute, by a court of law, by any governmental
agency having supervisory authority over the business of the Company or by any
administrative or legislative body (including a committee thereof) with actual or
apparent jurisdiction to order you to divulge, disclose or make accessible such
information; (2) in connection with any litigation, mediation or arbitration involving
this Agreement, including |
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enforcement of this Agreement; or (3) with respect to any
cooperation provided by you pursuant to paragraph 2.g. After an item of Confidential
Information has become public knowledge or known generally in the industry, you shall
have no further obligation under this paragraph 2.b regarding that information so long as
you were in no manner responsible, directly or indirectly, for permitting the information
to become public knowledge or known within the industry without CIGNA's consent. |
c. |
Until
September 26, 2004, you will not, within any part of the United States or any other
country where the Division currently conducts business solicit in any manner: |
|
(1) |
Any
CIGNA employees, either to terminate employment with CIGNA or to become employed, as an
employee or independent contractor, by you or by any business that you may become
employed by, or affiliated in any way with, after leaving CIGNA; or |
|
(2) |
Any
Division customers (that you know or have reason to know are Division customers as of the
Termination Date) to (a) terminate or reduce any business arrangements in effect with the
Division on your Termination Date or (b) to enter into any new business arrangements with
you or any business that employs or becomes affiliated with you after you leave CIGNA, if
such new business arrangements would adversely affect in any way any business
arrangements with any CIGNA customer that the Division either has Today or has been
planning during the three-month period ending Today. |
|
The
Company agrees that it shall not be a violation of paragraph 2.c(1) if: (a) you provide a
personal reference for any CIGNA employee setting forth your personal views about the
employee, provided you make it clear in any such reference that you are not speaking for
CIGNA; or (b) an entity that employs or becomes affiliated with you hires a CIGNA
employee, provided you are not involved in hiring the employee or identifying the
employee as a potential recruit and you do not assist in recruiting the employee for the
entity. |
|
The
Company agrees that it shall not be a violation of paragraph 2.c(2) merely because an
entity that employs or becomes affiliated with you (x) has a pre-existing relationship
with a Division customer or (y) responds to a solicitation for a proposal from a Division
customer, so long as you are not significantly involved in the development or delivery of
the proposal. |
d. |
You
agree that the duration, area and scope of activities restricted under paragraphs 2.b and
2.c are reasonable and necessary to protect the Company's legitimate business interests
and that, if any court or arbitrator determines that |
2
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paragraphs 2.b or 2.c or any part of
them is unenforceable because of the duration, area or scope of activities restricted,
then the court or arbitrator shall have the power to reduce the duration, area or scope
to the maximum allowed by applicable law and, in its reduced form, the provision shall
then be enforced and you will abide by the provision as altered. |
e. |
From
your Termination Date until December 31, 2004, you agree that: |
|
1) |
You
will be subject to the same CIGNA stock trading window periods that apply to senior CIGNA
officers; |
|
2) |
You
will continue to clear all trades involving CIGNA Corporation stock with the Corporate
Secretary; and |
|
3) |
During
any one window period, you will not sell more than 25% of the combined number of shares
of CIGNA Corporation common stock that you own on your Termination Date. |
|
From
and after your Termination Date, you agree not to sell more than 15,000 shares of CIGNA
Corporation common stock during any one day. |
f. |
(1) |
You
shall be entitled to indemnification by the Company (and, if applicable, any other
Company affiliate) to the fullest extent permitted or authorized by its (or their)
by-laws against all expenses (including attorneys' fees), judgments, fines and amounts
paid in settlement actually and reasonably incurred or sustained by you, in connection
with any action, suit or proceeding, whether civil, criminal, administrative or
investigative, to which you may be made a party (or are threatened to be made a party)
(each a Proceeding), by reason of your having been an officer, employee or director of
the Company or an officer, employee or director of any other Company affiliate (including
service at the request of or on behalf of CIGNA as a director, officer, member, employee,
consultant or agent of another corporation, limited liability corporation, partnership,
joint venture, trust or other entity, including service with respect to employee benefit
plans), whether or not the basis of such Proceeding is your alleged action in an official
capacity while serving in such capacities, and such indemnification shall continue as to
you even though you have ceased to be an officer, member, employee, consultant or agent
of CIGNA or any other entity and shall inure to the benefit of your heirs, executors and
administrators. |
|
(2) |
The
Company or applicable affiliate shall advance to you all reasonable costs and expenses
that you incur in connection with any Proceeding as provided under the by-laws of the
Company or applicable affiliate after |
3
|
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receipt by the Company of a written request for
such advance that includes an undertaking by you to repay the amount of such advance if
it shall ultimately be determined that you are not entitled to be indemnified against
such costs and expenses. The amount of such obligation to repay shall be limited to the
after-tax amount of any such advance except to the extent you are able to offset such
taxes incurred on the advance by the tax benefit, if any, attributable to a deduction for
repayment. |
|
(3) |
Neither
the failure of the Company or any Company affiliate (including their respective boards of
directors, independent legal counsel or stockholders) to have made a determination prior
to the commencement of any Proceeding concerning payment of amounts claimed by you under
paragraph 2.f(1) above that indemnification of you is proper because you have met the
applicable standard of conduct, nor a determination by the Company or any Company
affiliate (including their respective boards of directors, independent legal counsel or
stockholders) that you have not met such applicable standard of conduct, shall create a
presumption or inference that you have not met the applicable standard of conduct. |
|
(4) |
Nothing
in this paragraph 2.f shall be construed as reducing or waiving any right to
indemnification, or advancement of expenses, you would otherwise have under the by-laws
of the Company or any affiliate or any rights you may have under any directors' and
officers' liability policies maintained by the Company or any affiliates. |
g. |
You
agree to make yourself reasonably available to the Company in connection with any legal
proceedings relating to CIGNA in which you may have knowledge of potentially relevant
facts because of your employment with the Company, and the Company agrees to accommodate
reasonably your other personal and business commitments. The Company shall reimburse you
for all reasonable expenses that you incur (including the costs of travel and meals) in
connection with your making yourself available to it or its counsel to provide
information or to testify. For the first ten days (not necessarily consecutive, and
including partial days) that you spend in so providing information or testifying, you
shall not be compensated for such time. Thereafter, the Company shall pay you $750.00 for
each day (or part of a day) as compensation for your time in providing information or
testifying. |
h. |
Prior
to your Termination Date, you will return to CIGNA any CIGNA property that you now have
(for example: identification card, access card, office keys, company manuals, office
equipment, records and files); provided, however, you will not be required to return
rolodexes, personal cell phone, personal diaries, or correspondence and other items of a
personal nature. If those personal items are responsive to instructions you have received
to retain documents in connection |
4
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with legal proceedings and an SEC inquiry, you must
continue to retain them after your termination. If CIGNA property that you have includes
information that you reasonably believe you may need for tax purposes and copies of
plans, programs and agreements relating to your employment and termination of employment,
you may make and retain copies before returning the information to CIGNA. |
3. Your Severance
Arrangements.
a. |
From
Today until your Termination Date, the Company will continue to pay you a salary at your
current regular salary rate and you and your eligible dependents may continue to
participate in the Company's employee benefits programs in accordance with the terms of
those programs. During this period, you agree to remain available for internal consulting
and advice to the CEO and other division heads. |
b. |
You
agree that you will not be covered by the CIGNA Short-Term Disability Plan or CIGNA
Long-Term Disability Plan after Today. |
c. |
You
will receive no further time off benefits for 2003. |
d. |
If
you die before the Company pays you all amounts due under paragraph 3 of the Agreement,
the remaining amounts (except for those described in paragraphs 3.i) will be paid to your
surviving spouse in a lump sum within 90 calendar days after the date of your death. The
amounts described in paragraph 3.i will be paid to your surviving spouse at the same
times the payments would have been made to you, as described in paragraph 3.i. If you
have no surviving spouse, the payment will be made to your estate. If you die before
September 26, 2003, the date you die will automatically be your new Termination Date (but
the above lump sum payment shall be calculated as if you had remained employed until
September 26, 2003). |
e. |
The
Company will make 26 bi-weekly payments (less applicable taxes and withholding) to you,
and each payment will equal 1/26 of your current annual salary rate. These payments will
be made during the period from September 27, 2003 to September 24, 2004. |
|
If
you become employed elsewhere and so notify the Company in writing, the bi-weekly
installment payments shall stop (or shall not begin), and the Company shall pay you any
remaining part in a lump sum as soon as practicable (but not before September 26, 2003). |
5
f. |
During
the period you receive any bi-weekly installment payments under sub-paragraph 3.e (the
Payment Period), you will be eligible to continue the Signature Benefits group health
care and life insurance coverages you may have on the same basis as active employees.
During the Payment Period, your Signature Benefits Basic Life Insurance coverage will
continue at the Company's expense. Under the provision of federal law (COBRA), you may
elect to continue your Company group health care coverage after your Termination Date. If
you elect COBRA coverage, the Company will subsidize the COBRA rates (that is, you will
pay the same rates as if you continued to be employed) you pay during the Payment Period
and will not subsidize the rates after the Payment Period. You will be billed monthly.
You may convert certain group benefits coverages to individual coverages under the terms
of the Signature Benefits program. |
g. |
In
satisfaction of the terms of your offer letter, the Company will pay you each month a
non-qualified pension of $2,590 (less applicable tax withholding) starting January 2004
and ending in the month in which you die. |
h. |
In
March 2004 (or if earlier, when bonuses for 2003 are paid to CIGNA senior executives),
the Company will pay you a cash bonus for service performed in 2003 in an amount equal to
75% (that is, 9/12) of your annual bonus target as set forth in the offer letter you
signed on May 15, 2002. |
i. |
In
May 2004, May 2005 and May 2006 (or such earlier time as provided below), the Company
will pay you for previously-awarded Strategic Performance Units. Payments for the units
will be in full or prorated as follows: |
|
Number of Units |
Payment Date |
|
100% of units granted for 2001-2003 |
May 2004 |
|
100% of units granted for 2002-2004 |
May 2005 |
|
25% (9 of 36 months) of units granted for 2003-2005 |
May 2006 |
|
Notwithstanding
anything to the contrary in paragraphs 10.5(d) or 10.7 of the CIGNA Long-Term Incentive
Plan (Incentive Plan) as in effect Today, the payments will be in cash, in amounts that
are in accordance with the formula under the Strategic Performance Unit provisions of the
Incentive Plan and that are based on the same Unit values that apply to other senior
executives. However, the units to be paid in May 2004 will, pursuant to your hiring
arrangement, have a value of no less than 75% of the maximum allowable value. If a Change
of Control (as defined in the Incentive Plan) occurs prior to the payment of all of these
awards, all unpaid units will be paid within 30 days following the Change of Control in
accordance with the provisions of paragraph 10.6(d)(1)-(3) of the CIGNA Long-Term
Incentive Plan as approved by shareholders in April, 2000 (provided that the payment for
units granted for 2001-2003 will be no less than the amount described in the preceding
sentence). |
6
j. |
You
have not vested, and will receive no benefits, under the CIGNA Pension Plan and CIGNA
Supplemental Pension Plan. Any amounts payable to you under the CIGNA Deferred
Compensation Plan and any vested benefits you may have earned under the CIGNA 401(k) Plan
will be paid to you under the provisions of those plans. |
k. |
Until
your Termination Date any options on CIGNA Corporation stock that you hold will continue
to vest under the terms of your applicable grant letter. You may exercise vested options
only in accordance with the terms of the grants. Any unexercised and unvested options
will expire on your Termination Date in accordance with the terms of the applicable plans
and grant letters. |
l. |
The
Company will provide you with: |
|
(1) |
Executive
Financial Services through year-end 2004; |
|
(2) |
Reimbursement
for reasonable tax preparation fees incurred for income tax returns for income through
year-end 2004; |
|
(3) |
Office
space and secretarial staff in the Burlington, Vermont area for up to 6 months after the
Termination Date. |
m. |
With
respect to any shares of restricted CIGNA Corporation stock that you hold on your
Termination Date (RSGs), the Company will, within 30 days after your Termination Date,
make a lump sum cash payment to you equal to (a) one hundred percent of the number of
RSGs that you forfeit on your Termination Date multiplied by (b) the average closing
price of a share of CIGNA Corporation stock on the 10 trading days ending on your
Termination Date. |
n. |
The
Company shall assume, or to cause a third party to assume, any responsibilities you have
undertaken to purchase a home in West Hartford, Connecticut under a purchase agreement
dated June 9, 2003 (Purchase Agreement). |
o. |
Within
30 days after you sign this Agreement, the Company will pay you $50,000 as a refund of
the deposit you paid in connection with the Purchase Agreement (the Refund) plus an
additional amount such that you will receive a net amount equal to the Refund after
meeting any federal, state or local income tax and employment tax withholding obligations
relating to any payments under this paragraph 3.o. |
p. |
You
will receive no other money from the Company except as provided in this Agreement. |
7
4. Release of Claims.
a. |
You
and the Company each agree not to file (or ask or allow anyone else to file) any charge,
complaint, claim or lawsuit of any kind in connection with any claim released by this
Agreement against any Released Person. However, the preceding sentence does not apply to
any claim you might file alleging that your waiver of claims under the Age Discrimination
in Employment Act of 1967 (ADEA) was not knowing and voluntary. |
b. |
You
acknowledge full and complete satisfaction of, and release and discharge all Released
Persons from, any Claims. |
c. |
The
Company acknowledges full and complete satisfaction of, and releases and discharges all
Released Persons from, any Claims. |
d. |
You
are giving this release for yourself as well as for your executors, administrators, heirs
and assigns. |
e. |
The
Company is giving this release for the Company, together with its successors, parents
(including CIGNA Corporation), subsidiaries and affiliates (Company Affiliated Parties)
and all of their directors, officers, agents and employees (but as to any such director,
officer, agent or employee only in connection with, or in relationship to, his or its
capacity as a director, officer, agent or employee of any Company Affiliated Party and
not in connection with, or in relationship to, his or its personal capacity unrelated to
any Company Affiliated Party). |
f. |
"Released
Persons" for your release of Claims are the Company Affiliated Parties and all of their
directors, officers, agents and employees (as limited by paragraph 4.e). "Released
Persons" for the release of Claims against you by the Company (and other persons
described in paragraph 4.e) are you, your dependents, heirs, agents, assigns and estate. |
g. |
With
respect to Claims you are releasing, "Claims" are any and all claims, demands and causes
of action of whatever kind, including any claims for attorneys fees, that you now have,
or at any time had, against any Released Persons, but only to the extent they arise out
of or relate in any way to your employment or termination of employment with the Company
and its affiliates. With respect to Claims the Company and Company Affiliated Parties are
releasing, "Claims" are any and all claims, demands and causes of action of whatever
kind, including any claims for attorneys fees, that the Company or any other Company
Affiliated Party now has, or at any time had, against you, but only to the extent they
arise out of or |
8
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relate in any way to your employment or termination of employment with
the Company and its affiliates. "Claims" includes things you or the Company may not even
know about or suspect as well as any claims you may have under ADEA. |
h. |
"Claims"
does not include (and you and the Company are not releasing): |
|
(1) |
any
claims for promises you and the Company are making to each other under this Agreement and
any claims that arise after Today, |
|
(2) |
any
claims for benefits under any retirement savings or other employee benefit programs under
which you will receive benefits after your Termination Date (however, the Release does
include any claims for benefits under any severance pay plan or arrangement, any pension
plan and any other plans or programs referenced in this Agreement, to the extent such
claims are inconsistent with this Agreement), |
|
(3) |
any
claims covered by workers compensation laws, |
|
(4) |
any
rights you have to indemnification under the Company's (and, if applicable, any Company
affiliate's) by-laws, directors and officers liability insurance or this Agreement or any
rights you may have to obtain contribution as permitted by law in the event of entry of
judgment against you as a result of any act or failure to act for which you and any
Company Affiliated Party are jointly liable, and |
|
(5) |
any
claims that you did not knowingly and voluntarily waive your rights under ADEA. |
5. No Mitigation, No
Offset. You shall have no duty to seek other employment and there shall be no offset
against amounts due under this Agreement on account of any remuneration you may receive
attributable to any subsequent employment or self-employment.
6. Anti-disparagement.
You agree not to knowingly make any statement to a customer of CIGNA or any public
statement, whether oral or written, that would disparage CIGNA or any of its senior
officers or directors. The Company agrees that it (and its affiliates) shall not, and it
shall cause each CIGNA senior officer or director not to, knowingly make any public
statement, whether oral or written, that disparages you. It shall not, however, be a
violation of this paragraph 6 for any person: (a) to make truthful statements (i) when
required to do so by a court of law, by any governmental agency having supervisory
authority over CIGNA's business or by any administrative or
9
legislative body (including a committee thereof) with actual or apparent
jurisdiction to order such person to divulge, disclose or make accessible such
information or (ii) to the extent necessary with respect to any litigation, arbitration
or mediation involving this Agreement, including but not limited to, enforcement of this
Agreement; or (b) from responding publicly to incorrect or disparaging public statements
to the extent reasonably necessary to correct or refute such public statement.
7. No Admission of
Wrongdoing. Just because the Company is entering into this Agreement and paying you
money, the Company is not admitting that it (or any Released Person) has done anything
wrong or violated any law, rule, order, policy, procedure, or contract, express or
implied, or otherwise incurred any liability. Similarly, by entering into this Agreement,
you are not admitting that you have done anything wrong or violated any law, rule, order,
policy, procedure, or contract, express or implied, or otherwise incurred any liability.
8. Applicable Law. This
Agreement is being made in Connecticut. It will be interpreted, enforced and governed
under the laws of Connecticut (without reference to the principles of conflicts of law),
but your eligibility for, or the amount of any, employee benefits shall be subject to the
terms of the benefit plans and the provisions of the Employee Retirement Income Security
Act of 1974, as amended (ERISA).
9. Arbitration. Without
in any way affecting the releases in paragraph 4, any and all disagreements, disputes or
claims listed below will be resolved exclusively by arbitration in the Hartford,
Connecticut area. Arbitration will be conducted in accordance with the Employment Dispute
Resolution Rules of the American Arbitration Association, as modified by Company. Copies
of the Arbitration Policy and Rules and Procedures have been provided to you. A legal
judgment based upon the Arbitrator's award may be entered in any court having
jurisdiction over the matter. Each party shall be liable for its own costs and expenses
(including attorneys' fees). You and the Company agree to arbitrate anything:
a. |
related
in any way to this Agreement, including its validity, and how it is interpreted or
implemented, and the validity of your ADEA waiver; or |
b. |
that
involves your employment with Company or the termination of that employment, including
any disputes arising under local, state or federal statutes or common law (if for any
reason your release and waiver under paragraph 4 is found to be unenforceable or
inapplicable). |
10
10. Final and Entire
Agreement. This Agreement is intended to be the complete, entire and final agreement
between you and the Company. It fully replaces all earlier agreements or understandings;
however, it does not replace the terms of any employee benefit plan or terms included in
any stock option or restricted stock grant; provided that the covenants and provisions in
paragraphs 2, 6 and 9 above supercede in their entirety any similar provisions in any
employee benefit plan. Neither you nor the Company has relied upon any other statement,
agreement or contract, written or oral, in deciding to enter into this Agreement. Any
amendment to this Agreement must be in writing and signed by both you and the Company.
Any waiver by any person of any provision of this Agreement shall be effective only if in
writing, specifically referring to the provision being waived and signed by the person
against whom enforcement of the waiver is being sought. No waiver of any provision of
this Agreement shall be effective as to any other provision of this Agreement except to
the extent specifically provided in an effective written waiver. If any provision or
portion this Agreement is determined to be invalid or unenforceable in a legal forum with
competent jurisdiction to so determine, the remaining provisions or portions of this
Agreement shall remain in full force and effect to the fullest extent permitted by law
and the invalid or unenforceable provisions or portions shall be deemed to be reformed so
as to give maximum legal effect to the agreements of the parties contained herein.
11. Your Understanding.
By signing this Agreement, you admit and agree that:
a. |
You
have read this Agreement. |
b. |
You
understand it is legally binding, and you were advised to review it with a lawyer of your
choice. |
c. |
You
have had (or had the opportunity to take) at least 21 calendar days to discuss it with a
lawyer of your choice before signing it and, if you sign it before the end of that
period, you do so of your own free will and with the full knowledge that you could have
taken the full period. |
d. |
You
realize and understand that the release covers certain claims, demands, and causes of
action against the Company and any Released Persons relating to your employment or
termination of employment, including those under ADEA, whether or not you know or suspect
them to exist at the present time (but the release does not apply to claims described in
paragraph 4.h). |
11
e. |
You
understand the terms of this Agreement and that it is not part of an exit incentive or
other employment termination program being offered to a group or class of employees. |
f. |
You
are signing this Agreement voluntarily and with the full understanding of its
consequences, and you have not been forced or coerced in any way. |
12. Revoking the
Agreement. You have seven calendar days from the date you sign this Agreement to revoke
and cancel it. To do that, a clear, written cancellation letter, signed by you, must be
received by Xxxxxxx Xxxxxxx, CIGNA Corporation, 0000 Xxxxxx Xxxxxx XX00X, Xxxxxxxxxxxx,
XX, 00000 before 5:00 p.m. Eastern Time on the seventh calendar day following the date
you sign this Agreement. The Agreement will have no force and effect until the end of
that seventh day; provided that, during such seven-day period, the Company shall not be
able to revoke this Agreement or cancel it.
13. If Legal Action Is
Started by You. You understand and agree that Company's main reason for entering into
this Agreement is to avoid lawsuits and other litigation. Therefore, if any legal action
covered by paragraph 4 or 9 (other than arbitration of a dispute described in paragraph
9.a or b or claims related to whether your release of ADEA claims was knowing and
voluntary) is started by you (or by someone else on your behalf) against any Company
Released Person with respect to any Claim released by you under paragraph 4, you agree to
withdraw such proceeding or claim with prejudice (or, in the case of any legal action
filed on your behalf, you agree to withdraw from such proceeding or claim).
If you fail to withdraw such proceeding or claim (or, in the case of any
legal action filed on your behalf, you fail to withdraw from such proceeding or claim)
within 30 days of receipt of written notice from the Company requesting that you withdraw
such proceeding or claim, then in addition to any other equitable or legal relief that
the Company may be entitled to:
a. |
The
Company may withhold or retain all or any portion of the amounts due hereunder until such
proceeding or claim is withdrawn by you; |
b. |
You
agree to pay back to the Company within 60 days after receipt of written notice from the
Company all the money you receive under paragraph 3 (except sub-paragraphs 3.a, g, j, n
and o); and |
c. |
You
agree to pay the Company the reasonable costs and attorneys' fees it incurs in defending
such action. |
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You represent that as of Today you have not assigned to any other party,
and agree not to assign, any claim released by you under this Agreement. (If you claim
that your release of ADEA claims was not knowing and voluntary, the Company reserves its
right to recover from you its attorneys' fees and/or costs in defending that claim, at
the conclusion of that action.)
Upon a finding by a court of competent jurisdiction or arbitrator that a
release or waiver of claims provided for by paragraph 4 above is illegal, void or
unenforceable, the Company or you, as the case may be, may require the other party to
execute promptly a release that is legal and enforceable and does not extend to Claims
not released under paragraph 4. If you fail to execute such a release within a reasonable
period of time, then this Agreement shall be null and void from Today on, and any money
paid to you by the Company after Today under paragraph 3 (except sub-paragraphs 3.a, g,
j, n and o) and not previously returned to the Company, will be treated as an
overpayment. You will have to repay that overpayment to the Company with interest,
compounded annually at the rate of 6%. However, the repayment provision in this paragraph
does not apply to legal actions in which you claim that your release of ADEA claims was
not knowing and voluntary.
This paragraph 13 does not apply to any thing of value given to you for
which you actually performed services and by law you are entitled to receive.
14. Legal Action by the
Company. The Company represents that as of Today neither it nor any of its affiliates has
assigned to any other party, and agrees not to assign, any claim released by it under
this Agreement. In addition, the Company promises that neither it nor any of its
affiliates (including CIGNA Corporation) will file a lawsuit or an arbitration claim
against you or any other Released Persons asserting any claim released by the Company or
any of the Company Released Parties under this Agreement and, to the extent that the
Company or any affiliate does commence such a proceeding, the Company agrees that it or
its affiliate will withdraw such proceeding with prejudice. If the Company or any
affiliate fails to withdraw any proceeding or claim with respect to any claim released
under this Agreement within 30 days of receipt of written notice from you requesting that
such withdrawal, the Company agrees to pay you the reasonable costs and attorneys' fees
you incur in defending such action.
15. Representations. The
Company represents and warrants that (a) the execution, delivery and performance of this
Agreement has been fully and validly authorized by all necessary corporate action
(including, without limitation, by any action required to be taken by the board of
directors of the Company or any affiliate (including CIGNA Corporation), any committee of
such board or any committee or designee administering the applicable CIGNA plans,
including the Incentive Plan); (b) the officer signing this Agreement on behalf of the
Company is duly authorized to do so; (c) the
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execution, delivery and performance of this Agreement does not violate
any applicable law, regulation, order, judgment or decree or any agreement, plan or
corporate governance document to which the Company or any affiliate is a party or by
which it is bound; and (d) upon execution and delivery of this Agreement by the parties,
it shall be a valid and binding obligation of the Company enforceable against it in
accordance with its terms, except to the extent that enforceability may be limited by
applicable bankruptcy, insolvency or similar laws affecting the enforcement of creditors'
rights generally.
16. Notices. Except as
provided below, any notice, request or other communication given in connection with this
Agreement shall be in writing and shall be deemed to have been given (a) when personally
delivered to the recipient or (b) provided that a written acknowledgement of receipt is
obtained, three days after being sent by prepaid certified or registered mail, or two
days after being sent by a nationally recognized overnight courier, to the address
specified in this paragraph 16 (or such other address as the recipient shall have
specified by ten days' advance written notice given in accordance with this paragraph
16). Such communication shall be addressed to you as follows (unless such address is
changed in accordance with this paragraph 16):
Xxxxxxx X. Xxxxx
____[Address]_______
___________________
and to the Company or CIGNA as follows:
Xxxxxxx Xxxxxxx
CIGNA Corporation
0000 Xxxxxx Xxxxxx XX00X
Xxxxxxxxxxxx, XX, 00000
However, CIGNA and you may deliver any notices or other communications
related to any employee benefit or compensation plans, programs or arrangements in the
same manner that similar communications are delivered to or from other current or former
employees, including by electronic transmission and first class mail.
17. Successors and
Assigns. This Agreement will be binding on and inure to the benefit of the parties and
their respective successors, heirs (in your case) and assigns. No rights or obligations
of the Company under this Agreement may be assigned or transferred without your prior
written consent, except that such rights or obligations may be assigned or transferred
pursuant to a merger or consolidation in which the Company is not the continuing entity,
or a sale, liquidation or other disposition of the assets of the Company, provided that
the assignee or transferee is the successor to the Company (or in
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connection with a purchase of Company assets, assumes the liabilities,
obligations and duties of the Company under this Agreement), either contractually or as a
matter of law. Your rights or obligations under this Agreement may not be assigned or
transferred by you, without the Company's prior written consent, other than your rights
to compensation and benefits, which may be transferred only by will or operation of law
or pursuant to the terms of the applicable plan, program, grant or agreement of CIGNA or
the Company. In the event of your death or a judicial determination of your incompetence,
references in this Agreement to you shall be deemed to refer, where appropriate, to your
legal representative, or, where appropriate, to your beneficiary or beneficiaries.
18. This Agreement is not
effective or binding on either party until fully signed by both parties.
The perons named below
have signed this Agreement on the dates shown below:
August 29, 2003 Date |
/s/ Xxxxx X. Xxxxx Xxxxx X. Xxxxx Senior Vice President
On behalf of Connecticut General Life Insurance Company |
|
|
|
|
August 29, 2003 Date |
/s/ Xxxxxxx X. Xxxxx Xxxxxxx X. Xxxxx |
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