\n| \n (i)<\/p>\n<\/td>\n | \n When any “person” as defined in Section 3(a)(9) of the Securities Exchange
\nAct of 1934, as amended (the “Exchange Act”) and as used in Sections 13(d) and
\n14(d) thereof, including a “group” as defined in Section 13(d) of the Exchange
\nAct but excluding the Company and any Subsidiary thereof and any employee
\nbenefit plan sponsored or maintained by the Company or any Subsidiary (including
\nany trustee of such plan acting as trustee), directly or indirectly, becomes the
\n“beneficial owner” (as defined in Rule 13d-3 under the Exchange Act, as amended
\nfrom time to time), of securities of the Company representing 20 percent or more
\nof the combined voting power of the Company’s then outstanding securities;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n <\/p>\n \n\n\n| \n (ii)<\/p>\n<\/td>\n | \n When, during any period of 24 consecutive months, the individuals who, at the
\nbeginning of such period, constitute the Board (the “Incumbent Directors”) cease
\nfor any reason other than death to constitute at least a majority thereof,
\nprovided that a director who was not a director at the beginning of such
\n24-month period shall be deemed to have satisfied such 24-month requirement (and
\nbe an Incumbent Director) if such director was elected by, or on the
\nrecommendation of or with the approval of, at least two-thirds of the directors
\nwho then qualified as Incumbent Directors either actually (because they were
\ndirectors at the beginning of such 24-month period) or by prior operation of
\nthis paragraph (ii); or<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n <\/p>\n 1<\/p>\n
\n\n\n\n| <\/td>\n | \n (iii)<\/p>\n<\/td>\n | \n The occurrence of a transaction requiring stockholder approval for the
\nacquisition of the Company by an entity other than the Company or a Subsidiary
\nthrough purchase of assets, or by merger, or otherwise.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n \n\n\n| <\/td>\n | <\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n| <\/td>\n | \n Notwithstanding the foregoing, in no event shall a “Change in Control” be
\ndeemed to have occurred (i) as a result of the formation of a Holding Company,
\nor (ii) with respect to Grantee, if Grantee is part of a “group,” within the
\nmeaning of Section 13(d)(3) of the Exchange Act as in effect on the effective
\ndate, which consummates the Change in Control transaction. In addition, for
\npurposes of the definition of “Change in Control” a person engaged in business
\nas an underwriter of securities shall not be deemed to be the “Beneficial Owner”
\nof, or to “beneficially own,” any securities acquired through such person’s
\nparticipation in good faith in a firm commitment underwriting until the
\nexpiration of forty days after the date of such acquisition.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n <\/p>\n \n\n\n| \n (d)<\/p>\n<\/td>\n | \n “Committee” means the Board’s Committee on Compensation and Organization or
\nany successor thereto.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n <\/p>\n \n\n\n| \n (e)<\/p>\n<\/td>\n | \n “Common Stock” means the Company’s Common Shares, $.01 par value per share.\n<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n <\/p>\n \n\n\n| \n (f)<\/p>\n<\/td>\n | \n “Company” means Aetna Inc.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n <\/p>\n \n\n\n| \n (g)<\/p>\n<\/td>\n | \n “Effective Date” means the date of grant of this award of Restricted Stock
\nUnits.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n <\/p>\n \n\n\n| \n (h)<\/p>\n<\/td>\n | \n “Fair Market Value” means the closing price of the Common Stock as reported
\nby the Consolidated Tape of the New York Stock Exchange Listed Shares on the
\ndate such value is to be determined, or, if no shares were traded on such date,
\non the next day on which the Common Stock is traded.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n <\/p>\n \n\n\n| \n (i)<\/p>\n<\/td>\n | \n “Fundamental Corporate Event” shall mean any stock dividend, extraordinary
\ncash dividend, recapitalization, reorganization, merger, consolidation,
\nsplit-up, spin-off, combination, exchange of shares, warrants or rights offering
\nto purchase Common Stock at a price substantially below fair market value, or
\nsimilar event.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n <\/p>\n \n\n\n| \n (j)<\/p>\n<\/td>\n | \n “Grantee” means the person to whom this award has been granted.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n <\/p>\n \n\n\n| \n (k)<\/p>\n<\/td>\n | \n “Holding Company” means an entity that becomes a holding company for the
\nCompany or its businesses as a part of any reorganization, merger, consolidation
\nor other transaction, provided that the outstanding shares of common stock of
\nsuch entity and the combined voting power of the then outstanding voting
\nsecurities of such entity entitled to vote generally in the election of
\ndirectors is, immediately after such reorganization, merger, consolidation or
\nother transaction, beneficially owned, directly or indirectly, by all or
\nsubstantially all of the individuals and entities who were the beneficial
\nowners, respectively, of the voting stock outstanding immediately prior to such
\nreorganization, merger, consolidation or other transaction in substantially the
\nsame proportions as their ownership, immediately prior to such reorganization,
\nmerger, consolidation or other transaction, of such outstanding voting stock.\n<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n <\/p>\n \n\n\n| \n (l)<\/p>\n<\/td>\n | \n “Long Term Disability” means long-term disability as defined under the terms
\nof the Company’s applicable long-term disability plans or policies.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n 2<\/p>\n
\n<\/p>\n \n\n\n| \n (m)<\/p>\n<\/td>\n | \n “Net Shares” means the number of shares of Common Stock which will be
\ndeposited in a brokerage account in the Grantee’s name at the Company’s
\ndesignated broker after shares have been withheld to satisfy applicable tax and
\nwithholding requirements upon vesting of the Restricted Stock Units.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n <\/p>\n \n\n\n| \n (n)<\/p>\n<\/td>\n | \n “Plan” means the Aetna Inc. 2010 Stock Incentive Plan.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n <\/p>\n \n\n\n| \n (o)<\/p>\n<\/td>\n | \n “Restricted Period” means the period during which this award of Restricted
\nStock Units is not vested.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n <\/p>\n \n\n\n| \n (p)<\/p>\n<\/td>\n | \n “Restricted Stock Units” means the number of shares of Common Stock
\nrepresented by the number of units awarded or such other amount as may result by
\noperation of Article III of this Agreement.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n <\/p>\n \n\n\n| \n (q)<\/p>\n<\/td>\n | \n “Section 409A” means Section 409A of the Internal Revenue Code of 1986, as
\namended, and the regulation issued thereunder, as may be amended from time to
\ntime.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n <\/p>\n \n\n\n| \n (r)<\/p>\n<\/td>\n | \n “Shares of Stock” or “Stock” means the Common Stock.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n <\/p>\n \n\n\n| \n (s)<\/p>\n<\/td>\n | \n “Subsidiary” means an entity of which, at the time such subsidiary status is
\nto be determined, at least 50% of the total combined voting power of all classes
\nof stock of such entity is held by the Company and\/or one or more other
\nsubsidiaries.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n <\/p>\n \n\n\n| \n (s)<\/p>\n<\/td>\n | \n “Successor” means the legal representative of the estate of a deceased
\nGrantee or the person or persons who shall acquire the right to the Restricted
\nStock Units by bequest or inheritance or by reason of the death of the Grantee.\n<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n <\/p>\n \n\n\n| \n (t)<\/p>\n<\/td>\n | \n “Vest Date” means the date on which this award of Restricted Stock Units
\nshall vest in accordance with the terms of this Agreement and as set forth on
\nthe website of the designated broker and in the Notice of Restricted Stock Unit
\nGrant, if applicable.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n <\/p>\n ARTICLE II
\nRESTRICTED PERIOD
\nSubject to the terms of this Agreement, the Restricted Stock Units will vest in
\ninstallments on the Vest Date in accordance with the terms of the Plan and this
\nTerms of Award Agreement, or on such date as provided in Article IV or V. On the
\nVest Date, the Grantee shall vest to one share of Common Stock for each vested
\nRestricted Stock Unit net of applicable taxes and withholding. Such Net Shares
\nwill be delivered to the Company’s designated broker, in a brokerage account
\nestablished in the Grantee’s name.<\/p>\n 3<\/p>\n
\nARTICLE III
\nCAPITAL CHANGES
\nIn the event that the Committee shall determine that any Fundamental Corporate
\nEvent affects the Common Stock such that an adjustment is required to preserve,
\nor to prevent enlargement of, the benefits or potential benefits made available
\nunder this Plan, then the Committee shall, in such manner as the Committee may
\ndeem equitable, adjust the number and kind of shares subject to the award of
\nRestricted Stock Units. Additionally, the Committee may make provision for cash
\npayment to a Grantee or the Successor of the Grantee to the extent permitted
\nunder Section 409A. However, the number of Restricted Stock Units shall always
\nbe a whole number.<\/p>\n ARTICLE IV
\nCHANGE IN CONTROL
\nUpon the occurrence of (i) a Change in Control, and (ii) within 24 months
\nthereafter the Company terminates Grantee’s Employment without cause, all RSUs,
\nwhether or not vested, shall become immediately vested and become payable,
\nprovided, however, that, as set forth in the Plan, to the extent the RSUs are
\nconsidered deferred compensation subject to Section 409A, unless the Change in
\nControl also satisfies the definition of “change in control” under Section 409A,
\npayment shall not be so accelerated but shall occur upon the scheduled Vest
\nDate(s) under Article II.<\/p>\n ARTICLE V
\nTERMINATION OF EMPLOYMENT<\/p>\n \n\n\n| \n (a)<\/p>\n<\/td>\n | \n Except as provided in (f) below, if the Grantee shall die during the
\nRestricted Period, the unvested Restricted Stock Units shall become immediately
\nvested and Net Shares, if any, will be deposited with the Company’s designated
\nbroker in a brokerage account established in Grantee’s name.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n <\/p>\n \n\n\n| \n (b)<\/p>\n<\/td>\n | \n Except as provided in (f) below, if the Grantee shall begin to receive Long
\nTerm Disability benefits during the Restricted Period, the unvested Restricted
\nStock Units shall continue to vest and Net Shares, if any, will be deposited
\nwith the Company’s designated broker in a brokerage account established in
\nGrantee’s name on the scheduled Vest Date(s) under Article II.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n <\/p>\n \n\n\n| \n (c)<\/p>\n<\/td>\n | \n Except as provided in (f) below, if, during the restricted period, Grantee
\nshall cease to be employed by the Company, its Subsidiaries or Affiliates during
\nthe Restricted Period, for reason of involuntary termination of employment by
\nthe Company, a portion of the Restricted Stock Units shall vest in accordance
\nwith the following formula: (i) the number of completed months employed after
\nthe Effective Date divided by the number of full months in the restricted
\nperiod; multiplied by (ii) number of Restricted Stock Units, minus any vested
\nRestricted Stock Units. For purposes of this calculation, a month is complete on
\nthe day in the following month that corresponds to the Effective Date (e.g.,
\nFebruary 13 to March 13). Net shares, if any, will be deposited with the
\nCompany’s designated broker in a brokerage account established in Grantee’s name
\non the next scheduled Vest Date under Article II and applicable taxes and
\nwithholding will be applied based on the Fair Market Value on that date.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n <\/p>\n 4<\/p>\n
\n<\/p>\n \n\n\n| \n (d)<\/p>\n<\/td>\n | \n Except as provided in (e) and (f) below, if the Grantee shall, for a reason
\nother than death, Long-Term Disability, or involuntary termination of employment
\nby the Company, cease to be employed by the Company, its Subsidiaries or
\nAffiliates during the Restricted Period, any unvested Restricted Stock Units
\nshall be forfeited at the time of cessation of employment.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n <\/p>\n \n\n\n| \n (e)<\/p>\n<\/td>\n | \n Except as provided in (a) or (b) or (c) above, any Restricted Stock Unit not
\nvested as of the date Grantee terminates employment shall be forfeited at the
\ntime of cessation of employment; provided, however, that if Grantee’s employment
\nis terminated by the Company other than for cause and Grantee has not
\npreviously, or does not subsequently, vest to any portion of the Restricted
\nStock Unit in accordance with its terms, then upon the forfeiture of the entire
\nRestricted Stock Unit, the Company will pay Grantee an amount equal to the value
\nof a single share of Common Stock, whether or not the forfeited Restricted Stock
\nUnit related to more than a single share of Common Stock, calculated as of the
\ncessation of employment, if requested by Grantee, within 30 days of such
\ncessation of employment.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n <\/p>\n \n\n\n| \n (f)<\/p>\n<\/td>\n | \n No Restricted Stock Unit will vest after the Company has terminated the
\nemployment of the Grantee for cause, unless the Committee, in its sole
\ndiscretion, deems a payment to be warranted under the particular circumstances.
\nIn addition, the Restricted Stock Units will not vest if Grantee has willfully
\nengaged in gross misconduct or other serious impropriety which the Company
\ndetermines is likely to be damaging or detrimental to the Company, any
\nSubsidiary or Affiliate.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n <\/p>\n \n\n\n| \n (g)<\/p>\n<\/td>\n | \n Employment for purposes of determining the vesting rights of the Grantee and
\nthe expiration of the grant under this Article V shall mean continuous full-time
\nsalaried employment with the Company, a Subsidiary or an Affiliate, except that
\nthe period during which the Grantee is on vacation, sick leave, or other
\npre-approved leave of absence (provided there is no actual termination of
\nemployment), or in receipt of salary continuation or severance pay shall not
\ninterrupt the continuous employment of the Grantee. Employment shall also
\ninclude service with Aetna Foundation, Inc.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n \n\n\n| <\/td>\n | <\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n ARTICLE VI
\nEMPLOYEE COVENANTS<\/p>\n \n\n\n| \n (a)<\/p>\n<\/td>\n | \n As consideration for this grant of Restricted Stock Units, without prior
\nwritten consent of the Company:<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n <\/p>\n \n\n\n| <\/td>\n | \n (i)<\/p>\n<\/td>\n | \n Grantee will not (except to the extent required by an order of a court having
\ncompetent jurisdiction or under subpoena from an appropriate government agency)
\nuse or disclose to any third person, whether during or subsequent to Grantee’s
\nemployment, any trade secrets, confidential information and proprietary
\nmaterials, which may include, but are not limited to, the following categories
\nof information and materials: customer lists and identities; provider lists and
\nidentities; employee lists and identities; product development and related
\ninformation; marketing plans and related information; sales plans and related
\ninformation; premium or other pricing information; operating policies and
\nmanuals; research; payment rates; methodologies; procedures; contractual forms;
\nbusiness plans; financial records; computer programs; database; or other
\nfinancial, commercial, business or technical information related to the Company
\nor any Subsidiary or Affiliate unless such information has been previously
\ndisclosed to the public by the Company or has become public knowledge other than
\nby a breach of this Agreement; provided, however, that this limitation shall not\n<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n 5<\/p>\n
\n\n\n\n| <\/td>\n | \n apply to any such use or disclosue made while Grantee is employed by the
\nCompany, any Subsidiary or Affiliate if such disclosure occurred in connection
\nwith the performance of Grantee’s job as an employee of the Company, any
\nSubsidiary or Affiliate;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n <\/p>\n \n\n\n| <\/td>\n | \n (ii)<\/p>\n<\/td>\n | \n Grantee will not, during and for a period of twelve (12) months following
\nGrantee’s termination of employment, directly or indirectly, (a) engage in the
\nownership (except less than 1% of the outstanding capital stock of any publicly
\ntraded company) of, (b) become an employee of, or (c) act as a consultant or
\ncontractor to, any competitor of the Company engaged in health care business
\n(“Competitor”). For purposes of this paragraph VI(a)(ii) “Competitor” shall mean
\nthe four companies (and their respective subsidiaries and affiliates) on a list
\nprovided by the Company to Grantee (the “Specified Entities”). The initial list
\nof Specified Entities shall be provided simultaneously with execution of this
\nAgreement. The Specified Entities may be changed by the Company from time to
\ntime (but shall never be more than four) by delivering a new list to Grantee,
\nprovided that any change in the list delivered to Grantee within 90 days prior
\nto or at any time after Grantee’s termination of employment with the Company
\nshall be null and void. Notwithstanding, if Grantee’s employment is terminated
\nby the Company, other than for cause, the length of the noncompetition covenant
\nin this paragraph shall not exceed the length of the severance or salary
\ncontinuation benefits paid by the Company to Grantee.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n <\/p>\n \n\n\n| <\/td>\n | \n (iii)<\/p>\n<\/td>\n | \n Grantee will not, during and for a period of 24 months following Grantee’s
\ntermination of Employment, directly or indirectly induce or attempt to induce
\nany employee to be employed by or to perform services elsewhere;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n \n\n\n| <\/td>\n | <\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n| <\/td>\n | \n (iv)<\/p>\n<\/td>\n | \n Grantee will not, during and for a period of 24 months following Grantee’s
\ntermination of Employment, directly or indirectly, induce or attempt to induce
\nany agent or agency, broker, supplier or health care provider of the Company or
\nany Subsidiary to cease or curtail providing services to the Company or any
\nSubsidiary; and<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n <\/p>\n \n\n\n| <\/td>\n | \n (v)<\/p>\n<\/td>\n | \n Grantee will not, during and for a period of 24 months following Grantee’s
\ntermination of Employment, directly or indirectly solicit or attempt to solicit
\nthe trade of any individual or entity which, at the time of such solicitation,
\nis a customer of the Company, any Subsidiary or Affiliate, or which the Company,
\nany Subsidiary or Affiliate is undertaking reasonable steps to procure as a
\ncustomer at the time of or immediately preceding termination of Employment;
\nprovided, however, that this limitation shall only apply to any product or
\nservice which is in competition with a product or service of the Company, any
\nSubsidiary or Affiliate and shall apply only with respect to a customer or
\nprospective customer with whom the Grantee has been directly or indirectly
\ninvolved.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n <\/p>\n 6<\/p>\n
\n<\/p>\n \n\n\n| <\/td>\n | \n In addition:<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n <\/p>\n \n\n\n| <\/td>\n | \n (vi)<\/p>\n<\/td>\n | \n Following the termination of Grantee’s Employment, Grantee shall provide
\nassistance to and shall cooperate with the Company or a Subsidiary or Affiliate,
\nupon its reasonable request and without additional compensation, with respect to
\nmatters within the scope of Grantee’s duties and responsibilities during
\nEmployment, provided that any reasonable out-of-pocket expenses Grantee incurs
\nin connection with any assistance Grantee has been requested to provide under
\nthis provision for items including, but not limited to, transportation, meals,
\nlodging and telephone, shall be reimbursed by the Company. The Company agrees
\nand acknowledges that it shall, to the maximum extent possible under the then
\nprevailing circumstances, coordinate, or cause a Subsidiary or Affiliate to
\ncoordinate, any such request with Grantee’s other commitments and
\nresponsibilities to minimize the degree to which such request interferes with
\nsuch commitments and responsibilities; and<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n <\/p>\n \n\n\n| <\/td>\n | \n (vii)<\/p>\n<\/td>\n | \n Grantee shall promptly notify the Company’s General Counsel if Grantee is
\ncontacted by a regulatory or self-regulatory agency with respect to matters
\npertaining to the Company or by an attorney or other individual who informs the
\nGrantee that he\/she has filed, intends to file, or is considering filing a claim
\nor complaint against the Company.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n <\/p>\n \n\n\n| <\/td>\n | \n (viii)<\/p>\n<\/td>\n | \n Grantee acknowledges that all original works of authorship that are created
\nby Grantee (solely or jointly with others) within the scope of Grantee’s
\nemployment which are protectable by copyright are “works made for hire” as that
\nterm is defined in the United States Copyright Act (17 U.S.C., Section 101).
\nGrantee further acknowledges that while employed by the Company, Grantee may
\ndevelop ideas, inventions, discoveries, innovations, procedures, methods,
\nknow-how or other works which relate to the Company’s current or are reasonably
\nexpected to relate to the Company’s future business that may be patentable or
\nsubject to trade secret protection. Grantee agrees that all such works of
\nauthorship, ideas, inventions, discoveries, innovations, procedures, methods,
\nknow-how and other works shall belong exclusively to the Company, and the
\nGrantee hereby assigns all right, title, and interest therein to the Company.\n<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n <\/p>\n To the extent any of the foregoing works may be patentable, Grantee agrees
\nthat the Company may file and prosecute any application for patents for such
\nworks and that the Grantee will, on request, execute assignments to the Company
\nrelating to (and take all such further steps as may be reasonably necessary to
\nperfect the Company’s sole and exclusive ownership of) any such application and
\nany patents resulting therefrom.<\/p>\n \n\n\n| \n (b)<\/p>\n<\/td>\n | \n If any provision of Article VI (a) is determined by a court of competent
\njurisdiction not to be enforceable in the manner set forth herein, the Company
\nand Grantee agree that it is the intention of the parties that such provision
\nshould be enforceable to the maximum extent possible under applicable law and
\nthat such court shall reform such provision to make it enforceable in accordance
\nwith the intent of the parties.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n <\/p>\n 7<\/p>\n
\n\n\n\n| <\/td>\n | <\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n| \n (c)<\/p>\n<\/td>\n | \n Grantee acknowledges that a material part of the inducement for the Company
\nto grant the Restricted Stock Units is Grantee’s covenants set forth in Article
\nVI (a) and that the covenants and obligations of Grantee with respect to
\nnoncompetition, nondisclosure, non-solicitation and cooperation relate to
\nspecial, unique and extraordinary matters and that a violation of any of the
\nterms of such covenants and obligations will cause the Company irreparable
\ninjury for which adequate remedies are not available at law. Therefore, Grantee
\nagrees that, if Grantee shall breach any of those covenants or obligations,
\nGrantee shall not be entitled to vest in the Restricted Stock or be entitled to
\nretain any income therefrom and the Company shall be entitled to an injunction,
\nrestraining order or such other equitable relief (without the requirement to
\npost bond) restraining Grantee from committing any violation of the covenants
\nand obligations contained in Article VI. The Company also shall be entitled to
\nrecover any attorneys’ fees, costs, and expenses it incurs in connection with
\nany judicial proceeding arising out of Grantee’s breach of this Agreement. The
\nremedies in the preceding sentences are cumulative and are in addition to any
\nother rights and remedies the Company may have at law or in equity as a court or
\narbitrator shall reasonably determine.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n <\/p>\n \n\n\n| \n (d)<\/p>\n<\/td>\n | \n Employment Dispute Arbitration Program – Mandatory Binding Arbitration of
\nEmployment Disputes.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n <\/p>\n \n\n\n| \n (i)<\/p>\n<\/td>\n | \n Except as otherwise specified in this Agreement, the Grantee and the Company
\nagree that all employment-related legal disputes between them will be submitted
\nto and resolved by binding arbitration, and neither the Grantee nor the Company
\nwill file or participate as an individual party or member of a class in a
\nlawsuit in any court against the other with respect to such matters. This shall
\napply to claims brought on or after the date the Grantee accepts this Agreement,
\neven if the facts and circumstances relating to the claim occurred prior to that
\ndate and regardless of whether the Grantee or the Company previously filed a
\ncomplaint\/charge with a government agency concerning the claim.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n <\/p>\n For purposes of Article VI (d) of this Agreement, “the Company” includes
\nAetna Inc., its Subsidiaries and Affiliates, their predecessors, successors and
\nassigns, and those acting as representatives or agents of those entities. THE
\nGRANTEE UNDERSTANDS THAT, WITH RESPECT TO CLAIMS SUBJECT TO THE ARBITRATION
\nREQUIREMENT, ARBITRATION REPLACES THE RIGHT OF THE GRANTEE AND THE COMPANY TO
\nSUE OR PARTICIPATE IN A LAWSUIT. THE GRANTEE ALSO UNDERSTANDS THAT IN
\nARBITRATION, A DISPUTE IS RESOLVED BY AN ARBITRATOR INSTEAD OF A JUDGE OR JURY,
\nAND THE DECISION OF THE ARBITRATOR IS FINAL AND BINDING.<\/p>\n \n\n\n| <\/td>\n | \n (ii) (iii)<\/p>\n<\/td>\n | \n THE GRANTEE UNDERSTANDS THAT THE ARBITRATION PROVISIONS OF THIS AGREEMENT
\nAFFECT THE LEGAL RIGHTS OF THE GRANTEE AND THE COMPANY AND ACKNOWLEDGES THAT THE
\nGRANTEE HAS BEEN ADVISED TO, AND HAS BEEN GIVEN THE OPPORTUNITY TO, OBTAIN LEGAL
\nADVICE BEFORE SIGNING THIS AGREEMENT. Article VI (d) of this Agreement does not
\napply to workers’ compensation claims, unemployment compensation claims, and
\nclaims under the Employee Retirement Income Security Act of 1974 (“ERISA”) for
\nemployee benefits. A dispute as to whether Article VI<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n <\/p>\n 8<\/p>\n
\n<\/p>\n \n\n\n| <\/td>\n | \n (d) of this Agreement applies must be submitted to the binding arbitration
\nprocess set forth in this Agreement.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n <\/p>\n \n\n\n| <\/td>\n | \n (iv)<\/p>\n<\/td>\n | \n The Grantee and\/or the Company may seek emergency or temporary injunctive
\nrelief from a court (including with respect to claims arising out of Article VI
\n(a) in accordance with applicable law). However, except as provided in Article
\nVI (c) of this Agreement, after the court has issued a ruling concerning the
\nemergency or temporary injunctive relief, the Grantee and the Company shall be
\nrequired to submit the dispute to binding arbitration pursuant to this
\nAgreement.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n <\/p>\n \n\n\n| <\/td>\n | \n (v)<\/p>\n<\/td>\n | \n Unless otherwise agreed, the arbitration will be administered by the American
\nArbitration Association (the “AAA”) and will be conducted pursuant to the AAA’s
\nEmployment Arbitration Rules and Mediation Procedures (the “Rules”), as modified
\nin this Agreement, in effect at the time the request for arbitration is filed.
\nThe AAA’s Rules are available on the AAA’s website at www.adr.org. THE GRANTEE
\nACKNOWLEDGES THAT THE COMPANY HAS ENCOURAGED THE GRANTEE TO READ THESE RULES
\nPROMPTLY AND CAREFULLY AND THAT THE GRANTEE HAS BEEN AFFORDED SUFFICIENT
\nOPPORTUNITY TO DO SO.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n <\/p>\n \n\n\n| <\/td>\n | \n (vi)<\/p>\n<\/td>\n | \n If the Company initiates a request for arbitration, the Company will pay all
\nof the administrative fees and costs charged by the AAA, including the
\narbitrator’s compensation and charges for hearing room rentals, etc. If the
\nGrantee initiates a request for arbitration or submits a counterclaim to the
\nCompany’s request for arbitration, the Grantee shall be required to contribute
\nOne Hundred Dollars ($100.00) to those administrative fees and costs, payable to
\nthe AAA at the time the Grantee’s request for arbitration or counterclaim is
\nsubmitted. The Company may increase the contribution amount in the future
\nwithout amending this Agreement, but not to exceed the maximum permitted under
\nthe AAA rules then in effect. In all cases, the Grantee and the Company shall be
\nresponsible for payment of any fees assessed by the arbitrator as a result of
\nthat party’s delay, request for postponement, failure to comply with the
\narbitrator’s rulings and for other similar reasons.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n <\/p>\n \n\n\n| <\/td>\n | \n (vii)<\/p>\n<\/td>\n | \n The Grantee and the Company may choose to be represented by legal counsel in
\nthe arbitration process and shall be responsible for their own legal fees,
\nexpenses and costs. However, the arbitrator shall have the same authority as a
\ncourt to order the Grantee or the Company to pay some or all of the other’s
\nlegal fees, expenses and costs, in accordance with applicable law.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n <\/p>\n \n\n\n| <\/td>\n | \n (viii)<\/p>\n<\/td>\n | \n Unless otherwise agreed, there shall be a single arbitrator, selected by the
\nGrantee and the Company from a list of qualified neutrals furnished by the AAA.
\nIf the Grantee and the Company cannot agree on an arbitrator, one will be
\nselected by the AAA.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n <\/p>\n \n\n\n| <\/td>\n | \n (ix) (x)<\/p>\n<\/td>\n | \n Unless otherwise agreed, the arbitration hearing will take place in the city
\nwhere the Grantee works or last worked for the Company. If the Grantee and the
\nCompany disagree as to the proper locale, the AAA will decide. The Grantee and
\nthe Company shall be entitled to conduct limited pre-hearing discovery. Each may
\ntake the deposition of one person and anyone designated by the other as an
\nexpert witness. The party taking the deposition shall be responsible for all
\nassociated costs, such as the cost of a court reporter and the cost of an
\noriginal transcript. Each party also has the right<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n <\/p>\n 9<\/p>\n
\n<\/p>\n \n\n\n| <\/td>\n | \n to submit one set of ten written questions (including subparts) to the other
\nparty, which must be answered under oath, and to request and obtain all
\ndocuments on which the other party relies in support of its answers to the
\nwritten questions. Additional discovery may be permitted by the arbitrator upon
\na showing that it is necessary for that party to have a fair opportunity to
\npresent a claim or defense.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n <\/p>\n \n\n\n| <\/td>\n | \n (xi)<\/p>\n<\/td>\n | \n The arbitrator shall apply the same substantive law that would apply if the
\nmatter were heard by a court and shall have the authority to order the same
\nremedies (but no others) as would be available in a court proceeding. The time
\nlimits for requesting arbitration or submitting a counterclaim and the
\nadministrative prerequisites for filing an arbitration claim or counterclaim are
\nthe same as they would be in a court proceeding. The arbitrator shall consider
\nand decide any dispositive motions (motions seeking a decision on some or all of
\nthe claims or counterclaims without an arbitration hearing) filed by any party.\n<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n <\/p>\n \n\n\n| <\/td>\n | \n (xii)<\/p>\n<\/td>\n | \n All proceedings, including the arbitration hearing and decision, are private
\nand confidential, unless otherwise required by law. Arbitration decisions may
\nnot be published or publicized without the consent of both the Grantee and the
\nCompany.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n <\/p>\n \n\n\n| <\/td>\n | \n (xiii)<\/p>\n<\/td>\n | \n Unless otherwise agreed, the arbitrator’s decision will be in writing with a
\nbrief summary of the arbitrator’s opinion.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n <\/p>\n \n\n\n| <\/td>\n | \n (xiv)<\/p>\n<\/td>\n | \n The arbitrator’s decision is final and binding on the Grantee and the
\nCompany. After the arbitrator’s decision is issued, the Grantee or the Company
\nmay obtain an order of judgment from a court and may obtain a court order
\nenforcing the decision. The arbitrator’s decision may be appealed to the courts
\nonly under the limited circumstances provided by law.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n <\/p>\n | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |