\n| <\/td>\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| <\/td>\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 \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 <\/p>\n 1<\/p>\n
\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 Market Stock Units.\n<\/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 <\/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 Market Stock Units.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n <\/p>\n 2<\/p>\n
\n\n\n\n| \n (n)<\/p>\n<\/td>\n | \n “Performance Period” means the [ ] month period following the Effective Date.\n<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n <\/p>\n \n\n\n| \n (o)<\/p>\n<\/td>\n | \n “Market Stock Units” means the number of units awarded that will convert to a
\nnumber of shares of Common Stock based on the operation of Article II of this
\nAgreement, or such other amount as may result by operation of Article III of
\nthis Agreement.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n <\/p>\n \n\n\n| \n (p)<\/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 (q)<\/p>\n<\/td>\n | \n “Retirement” means the termination of employment of a Grantee from active
\nservice with the Company, a Subsidiary or Affiliate provided the Grantee’s age
\nand completed years of service total 65 or more points at termination of
\nemployment.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n <\/p>\n \n\n\n| \n (r)<\/p>\n<\/td>\n | \n “Section 162(m)” means Section 162(m) of the Internal Revenue Code of 1986,
\nas amended, 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 (s)<\/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 (t)<\/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 (u)<\/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 (v)<\/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 Market Stock
\nUnits by bequest or inheritance or by reason of the death of the Grantee.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n <\/p>\n \n\n\n| \n (w)<\/p>\n<\/td>\n | \n “Vest Date” means the date on which this award of Market Stock Units shall
\nvest in accordance with the terms of this Agreement and in the Notice of Market
\nStock Unit Grant.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n <\/p>\n \n\n\n| \n (x)<\/p>\n<\/td>\n | \n “Vest Date Fair Market Value” means the average closing price of the Common
\nStock as reported by the Consolidated Tape of the New York Stock Exchange Listed
\nShares for the 29 trading days prior to the Vest Date and the Vest Date, or, if
\nno shares were traded on such Vest Date, for the 30 trading days prior to the
\nVest Date.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n <\/p>\n ARTICLE II
\nPERFORMANCE PERIOD & AWARD CONVERSION
\nSubject to the terms of this Agreement, the Market Stock Units will vest, as of
\nthe Vest Date, in accordance with the terms of the Plan and this Terms of Award
\nAgreement, or on such earlier date as provided in Article IV. On the Vest Date
\nthe Grantee shall vest in a number of shares of Common Stock for each vested
\nMarket Stock Unit based on the formula below, net of applicable taxes and
\nwithholding. Such Net Shares will be delivered to the Company’s designated
\nbroker, in a brokerage account established in the Grantee’s name after the Vest
\nDate. To the extent Section 162(m) is applicable to a Grantee, for shares to
\nvest the Committee must also determine that the performance goal set forth on
\nExhibit A is met. If the Committee determines that the performance goal is not
\nmet at the minimum level, as applicable, no shares will vest.
\n3<\/p>\n
\n<\/p>\n The number of shares of Common Stock that each Market Stock Unit will convert
\nand be awarded to you on the Vest Date, net of applicable taxes, shall be
\ndetermined in accordance with the following formula:
\n(Number of Market Stock Units granted)
\nMultiplied by
\n((the Vest Date Fair Market Value) divided by (the Grant Date Fair Market
\nValue))
\nUp to a maximum of 1.5 shares of Common Stock per Market Stock Unit.
\nAny social security calculation or other adjustments discovered after the
\npayment of Net Shares will be settled in cash, not in Common Stock.
\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
\nMarket 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 Market Stock Units shall always be a
\nwhole number.
\nARTICLE IV
\nCHANGE IN CONTROL
\nNotwithstanding any other provision of this Agreement to the contrary, upon the
\noccurrence of a Change in Control, the Market Stock Units not previously
\nforfeited pursuant to this Terms of Award Agreement shall become immediately
\nvested and convert to a number of shares of Common Stock based on the formula in
\nArticle II but such formula shall use the Fair Market Value on the date on which
\nthe Change in Control occurs rather than the Vest Date Fair Market Value. Net
\nShares will be payable on the Vest Date, provided however, if within the 24
\nmonth period following the Change in Control the Company terminates Grantee’s
\nemployment without cause, the Net Shares will become payable as of such
\ntermination of employment date. If an award is considered deferred compensation
\nsubject to Section 409A, the award will vest but the Change in Control will not
\naccelerate the payment of the Market Stock Units unless the Change in Control
\nalso meets the definition of change in control set forth in Treasury Regulation
\nSection 1.409A-3(i)(5).<\/p>\n 4<\/p>\n
\nARTICLE V
\nTERMINATION OF EMPLOYMENT<\/p>\n \n\n\n| \n (a)<\/p>\n<\/td>\n | \n Except as provided in (c) below, if, during the Performance Period, Grantee
\nshall cease to be employed by the Company, its Subsidiaries or Affiliates, for
\nreason of death, Long-term Disability, Retirement or involuntary termination of
\nemployment by the Company, the portion of the Market Stock Units that may vest
\non the Vest Date, if any, shall be calculated in accordance with the following
\nformula: (i) the number of completed months employed commencing on the first day
\nof the Performance Period divided by the number of months in the Performance
\nPeriod; multiplied by (ii) the number of Market Stock Units that otherwise would
\nhave vested under the term of this Agreement had the Grantee remained actively
\nemployed through the Vest Date.<\/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 (a) above, any Market Stock Unit not vested as of the
\ndate Grantee terminates employment shall be forfeited at the time of cessation
\nof employment; provided, however, that if Grantee’s employment is terminated by
\nthe Company other than for cause and Grantee has not previously, or does not
\nsubsequently, vest to any portion of the Market Stock Unit in accordance with
\nits terms, then upon the forfeiture of the entire Market Stock Unit, the Company
\nwill pay Grantee an amount equal to the value of a single share of Common Stock,
\nwhether or not the forfeited Market Stock Unit related to more than a single
\nshare of Common Stock, calculated as of the cessation of employment, if
\nrequested by Grantee, within 30 days of such cessation of employment.<\/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| \n (c)<\/p>\n<\/td>\n | \n No Market 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 Market 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 \n\n\n| <\/td>\n | <\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n| \n (d)<\/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 active
\nfull-time salaried employment with the Company, a Subsidiary or an Affiliate,
\nexcept that the period during which the Grantee is on vacation, sick leave, or
\nother pre-approved leave of absence (provided there is no actual termination of
\nemployment), shall not interrupt the continuous employment of the Grantee.
\nEmployment shall also include service with Aetna Foundation, Inc.
\nNotwithstanding any period during which Grantee receives salary continuation or
\nseverance shall not be considered as part of the continuous employment of the
\nGrantee.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n <\/p>\n ARTICLE VI
\nEMPLOYEE COVENANTS<\/p>\n \n\n\n| \n (a)<\/p>\n<\/td>\n | \n As consideration for this grant of Market Stock Units, without prior written
\nconsent of the Company:<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\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<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n <\/p>\n 5<\/p>\n
\n<\/p>\n \n\n\n| <\/td>\n | \n information; sales plans and related information; premium or other pricing
\ninformation; operating policies and manuals; research; payment rates;
\nmethodologies; procedures; contractual forms; business plans; financial records;
\ncomputer programs; database; or other financial, commercial, business or
\ntechnical information related to the Company or any Subsidiary or Affiliate
\nunless such information has been previously disclosed to the public by the
\nCompany or has become public knowledge other than by a breach of this Agreement;
\nprovided, however, that this limitation shall not apply to any such use or
\ndisclosure made while Grantee is employed by the Company, any Subsidiary or
\nAffiliate if such disclosure occurred in connection with the performance of
\nGrantee’s job as an employee of the Company, any Subsidiary 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 12 months or 24 months for
\nexecutive tier employees (the executive tier status determined as of the
\neffective date of this grant) following Grantee’s termination of Employment,
\ndirectly or indirectly induce or attempt to induce any employee to be employed
\nor 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 (iii)<\/p>\n<\/td>\n | \n Grantee will not, during and for a period of 12 months or 24 months for
\nexecutive tier employees (the executive tier status determined as of the
\neffective date of this grant) following Grantee’s termination of Employment,
\ndirectly or indirectly, induce or attempt to induce any agent or agency, broker,
\nsupplier or health care provider of the Company or any Subsidiary to cease or
\ncurtail providing services to the Company or any Subsidiary; and<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n <\/p>\n \n\n\n| <\/td>\n | \n (iv)<\/p>\n<\/td>\n | \n Grantee will not, during and for a period of 12 months or 24 months for
\nexecutive tier employees (the executive tier status determined as of the
\neffective date of this grant) following Grantee’s termination of Employment,
\ndirectly or indirectly solicit or attempt to solicit the trade of any individual
\nor entity which, at the time of such solicitation, is a customer of the Company,
\nany Subsidiary or Affiliate, or which the Company, any Subsidiary or Affiliate
\nis undertaking reasonable steps to procure as a customer at the time of or
\nimmediately preceding termination of Employment; provided, however, that this
\nlimitation shall only apply to any product or service which is in competition
\nwith a product or service of the Company, any Subsidiary or Affiliate and shall
\napply only with respect to a customer or prospective customer with whom the
\nGrantee has been directly or indirectly involved.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\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 (v) (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 Grantee shall promptly notify the
\nCompany’s General Counsel if Grantee is contacted by a regulatory or
\nself-regulatory agency with respect to matters pertaining to the Company or by
\nan<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n <\/p>\n 6<\/p>\n
\n<\/p>\n \n\n\n| <\/td>\n | \n attorney or other individual who informs the Grantee that he\/she has filed,
\nintends to file, or is considering filing a claim or complaint against the
\nCompany.<\/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 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. To
\nthe extent any of the foregoing works may be patentable, Grantee agrees that the
\nCompany may file and prosecute any application for patents for such works and
\nthat the Grantee will, on request, execute assignments to the Company relating
\nto (and take all such further steps as may be reasonably necessary to perfect
\nthe Company’s sole and exclusive ownership of) any such application and any
\npatents resulting therefrom.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\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 \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 Market Stock Units is Grantee’s covenants set forth in Article VI
\n(a) and that the covenants and obligations of Grantee with respect to
\nnondisclosure, non-solicitation and cooperation relate to special, unique and
\nextraordinary matters and that a violation of any of the terms of such covenants
\nand obligations will cause the Company irreparable injury for which adequate
\nremedies are not available at law. Therefore, Grantee agrees that, if Grantee
\nshall breach any of those covenants or obligations, Grantee shall not be
\nentitled to vest in the Market Stock or be entitled to retain any income
\ntherefrom and the Company shall be entitled to an injunction, restraining order
\nor such other equitable relief (without the requirement to post bond)
\nrestraining Grantee from committing any violation of the covenants and
\nobligations 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| <\/td>\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 7<\/p>\n
\nFor 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)<\/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.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n <\/p>\n \n\n\n| <\/td>\n | \n (iii)<\/p>\n<\/td>\n | \n Article VI (d) of this Agreement does not apply to workers’ compensation
\nclaims, unemployment compensation claims, and claims under the Employee
\nRetirement Income Security Act of 1974 (“ERISA”) for employee benefits. A
\ndispute as to whether Article VI (d) of this Agreement applies must be submitted
\nto the binding arbitration process 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 \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<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n <\/p>\n 8<\/p>\n
\n<\/p>\n \n\n\n| <\/td>\n | \n arbitrator shall have the same authority as a court to order the Grantee or
\nthe Company to pay some or all of the other’s legal fees, expenses and costs, in
\naccordance 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)<\/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.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n <\/p>\n \n\n\n| <\/td>\n | \n (x)<\/p>\n<\/td>\n | \n The Grantee and the Company shall be entitled to conduct limited pre-hearing
\ndiscovery. Each may take the deposition of one person and anyone designated by
\nthe other as an expert witness. The party taking the deposition shall be
\nresponsible for all associated costs, such as the cost of a court reporter and
\nthe cost of an original transcript. Each party also has the right to submit one
\nset of ten written questions (including subparts) to the other party, which must
\nbe answered under oath, and to request and obtain all documents on which the
\nother party relies in support of its answers to the written questions.
\nAdditional discovery may be permitted by the arbitrator upon a showing that it
\nis necessary for that party to have a fair opportunity to present a claim or
\ndefense.<\/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| \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 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |