CONSULTING AGREEMENT
\nThis Consulting Agreement (this “Agreement”) is made as of the 19 day of
\nOctober, 2010, by and between Aetna Inc. (“Company”) and Ronald A. Williams
\n(“Consultant”). The parties hereto agree as follows:
\n1. Engagement. Company hereby engages Consultant and Consultant hereby agrees to
\nrender at the request of the Company’s Chief Executive Officer or Board of
\nDirectors, upon reasonable notice, independent consulting services for Company
\nrelated to public policy, federal regulatory strategy and other business matters
\nas agreed by the parties. In addition, Consultant shall also provide consulting
\nservices hereunder to Aetna Foundation, Inc. In this engagement and all
\nactivities hereunder, Consultant shall serve as an independent contractor of
\nCompany, as further explained in Section 6 below.
\n2. Consulting Term. This Agreement is effective as of the date hereof. The
\nconsulting services under this Agreement shall be provided during the period
\ncommencing as of the date immediately following the Consultant’s retirement from
\nhis employment with the Company in April 2011 and shall terminate on February
\n28th, 2012, unless terminated earlier pursuant to this Agreement (the
\n“Consulting Term”). Notwithstanding the foregoing, or anything else to the
\ncontrary, unless otherwise agreed by the Company, this Agreement shall be null
\nand void and Consultant shall not assume a consulting role hereunder, if
\nConsultant’s employment with the Company is terminated after the date hereof
\nunder any circumstances other than retirement by the Consultant in April 2011,
\nas contemplated under the Amended and Restated Employment Agreement between
\nConsultant and the Company dated December 5, 2003, as amended through the date
\nhereof (the “Employment Agreement”).
\n3. Terms. As compensation for services rendered hereunder, the Company agrees to
\npay Consultant $20,000 per month. Such payment shall be payable without
\ndeduction for taxes, including federal income, social security or state income
\ntaxes. All applicable taxes shall be the responsibility of Consultant. In
\naddition, the Company also shall pay reasonable out of pocket business expenses
\nof Consultant incurred in connection with the consulting services performed at
\nCompany’s and Aetna Foundation Inc.’s request. Such out of pocket expenses shall
\nbe documented and submitted to the Company within 30 days of the time the
\nexpenses are incurred and amounts shall be in accordance with the Company’s
\nexpense reimbursement policies. Company shall provide Consultant with an office
\nwith appropriate support services (including secretarial support) at a location
\nmutually agreed upon.
\n4. Performance of Duties. Consultant shall render services in good faith, at
\nsuch times during the term hereof, and in such manner, as Company and Consultant
\nshall mutually agree. Services provided hereunder shall be performed at such
\nplaces and at such times as are reasonably convenient to Consultant, upon
\nreasonable notice. Consultant shall observe all reasonable policies and
\ndirectives promulgated from time to time by Company with respect to the
\nconsulting services to be rendered hereunder which are not inconsistent with
\nthis agreement and executive’s other agreements with the Company. In compliance
\nwith Section 409A of the Internal Revenue Code and regulations promulgated
\nthereunder, Company and Consultant do not expect that the services to be
\nprovided hereunder will exceed 20 percent of the average level of
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bona fide services performed over the immediately preceding 36 month period
\nby Consultant (in any capacity) (the “Service Limit”). In furtherance of the
\nforegoing, Company (with regard to services to be provided to it and to Aetna
\nFoundation, Inc.) shall not require or accept services by the Consultant beyond
\nthe Service Limit and the Consultant shall not provide services beyond the
\nService Limit.
\n5. Termination. Consultant may terminate this Agreement at any time. This
\nAgreement also will terminate on Consultant’s death. The Company may terminate
\nthis Agreement if Consultant materially breaches his obligations under Paragraph
\n(7) or (8) and such breach is not cured within 10 days of the Company’s written
\nnotice thereof. Consultant’s obligations under Section 8 (Confidential
\nInformation), Section 9 (Rights of Authorship), Section 10 (Remedy), Section 11
\n(Arbitration) and Section 12 (Miscellaneous) shall survive termination hereof.
\n
\n6. Independent Contractor. It is expressly agreed that Consultant is acting as
\nan independent contractor in performing services hereunder. Company shall carry
\nno workers’ compensation insurance or any health or accident insurance (other
\nthan standard Aetna retiree medical care benefits to which the Consultant is
\notherwise entitled) to cover Consultant. Company shall not pay any contributions
\nto Social Security, unemployment insurance, federal or state withholding taxes,
\nnor provide any other contributions or benefits that might be expected in an
\nemployer-employee relationship. Company acknowledges that pursuant to the
\nEmployment Agreement, Consultant’s rights to indemnification survive the
\ntermination of the Employment Agreement and agrees that the consulting services
\nprovided hereunder shall be treated for such indemnification purposes as if the
\nservices had been provided under the Employment Agreement.
\n7. Post Employment Covenants. Consultant acknowledges and agrees that the
\ncovenants against noncompetition, non-disclosure, non-solicitation of customers
\nand employees, cooperation and nondisparagement contained in Section 6.15 of the
\nEmployment Agreement remain in full force and effect during and following the
\nConsulting Term as more specifically set forth in the Employment Agreement, and
\nthat a breach of any of those covenants during the Consulting Term shall
\nconstitute a breach of this Agreement. Further, Consultant agrees that,
\nnotwithstanding anything to the contrary in the Employment Agreement, during the
\nConsulting Term (which can be terminated at any time at the election of
\nConsultant pursuant to Section 5), the Specified Companies referenced in Section
\n6.15(c) of the Employment Agreement shall refer to Cigna Corporation,
\nUnitedHealth Group Incorporated, Humana Inc., WellPoint Inc., Health Net Inc.,
\nCoventry Health Care Inc., Kaiser Permanente and any health plan affiliated with
\nBlue Cross Blue Shield Association. Further, Consultant agrees that the covenant
\nnot to compete with the Company included in Section 6.15(c) of the Employment
\nAgreement shall be extended, without the modification to add the additional
\ncompanies, to operate for the 12 month period following the Consulting Term (it
\nbeing understood that the remaining covenants will operate from the date of
\nConsultant’s termination of employment with the Company). 8. Confidential
\nInformation. Consultant desires to act as a consultant to Company and he
\nunderstands and agrees that his duties for the Company in the past have
\nrequired, and his
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consulting duties may require, access to Confidential Information of a
\ncompetitive nature, which Company makes available only to select persons who
\nhave a need to know such confidential information, and\/or information subject to
\nthe attorney-client and work product privileges. Consultant acknowledges and
\nagrees that Section 16.15(a) of the Employment Agreement relating to
\nnondisclosure and return of confidential information shall apply during the
\nConsulting Term and that such provision is hereby incorporated by reference.
\n
\n9. Rights of Authorship. Consultant acknowledges that all original works of
\nauthorship that are made by him (solely or jointly with others) within the scope
\nof this Agreement and which are protectable by copyright are “works made for
\nhire” as that term is defined in the United States Copyright Act (17 U.S.C.,
\nSection 101).
\n10. Remedy. Consultant understands that Company would not have any adequate
\nremedy at law for the material breach or threatened breach by the Consultant of
\nSections 8 (Return of Confidential Information) or 9 (Rights of Authorship) of
\nthis Agreement, and agrees that in the event of any such material breach or
\nthreatened breach, Company may, in addition to the other remedies which may be
\navailable to it, file a suit in equity to enjoin Consultant from the breach or
\nthreatened breach of such covenant(s).
\n11. Arbitration. Any matter, controversy or claim arising out of or relating to
\nthis Agreement or to any breach of this Agreement, except claims for equitable
\nremedies as set forth in Section 10, as to which Company has elected to seek a
\ncourt remedy, shall be settled by arbitration before one arbitrator in
\naccordance with the Commercial Arbitration Rules of the American Arbitration
\nAssociation, and judgments on the award rendered by the arbitrators may be
\nentered in any court having jurisdiction thereof. Each party shall pay: the fees
\nof his or its attorneys; the expenses of his or its witnesses; and all other
\nexpenses connected with presenting his or its case. Other costs of the
\narbitration, including the cost of any record or transcripts of the arbitration
\nhearing, administrative fees, the fees of the arbitrator, and all other fees and
\ncosts shall be borne equally by the parties.
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12. Miscellaneous. (a) Notices. Any notice required or permitted to be given
\nunder this Agreement shall be sufficient if in writing and if sent by registered
\nor certified mail to Company or Consultant at the address set forth below to
\nsuch other address as they shall notify each other in writing. If to Company:
\n
\nChief Executive Officer Aetna Inc. 151 Farmington Avenue Hartford, CT 06156
\n
\nWith a copy to:
\nGeneral Counsel Aetna Inc. 151 Farmington Avenue Hartford, CT 06156
\nIf to Consultant: at Consultant’s last known address as reflected on the books
\nand records of the Company (b) Assignment. This Agreement shall be binding upon
\nand inure to the benefit of Company and its successors and assigns. This
\nAgreement shall not be assignable by Consultant and shall not be assignable by
\nthe Company without Consultant’s consent, except in the context of a sale or
\nother transfer of all or substantially all of the business or assets of the
\nCompany. (c) Applicable Law. This Agreement shall be construed in accordance
\nwith the laws of the State of Connecticut in every respect, without regard to
\nits rules regarding conflicts of law. (d) Headings. Section headings and numbers
\nherein are included for convenience of reference only and this Agreement is not
\nto be construed with reference thereto. If there is any conflict between such
\nnumbers and headings and the text hereof, the text shall control. (e)
\nSeverability. If for any reason any portion of this Agreement shall be held
\ninvalid or unenforceable, the parties agree that it is their intent that such
\nprovision shall be enforced to the maximum extent possible under applicable law,
\nand that the court or arbitrator shall reform such provision to make it
\nenforceable in accordance with the intent of the parties, and that
\nnotwithstanding such invalidity, unenforceability or reformation of any
\nprovision, the remaining provisions of this Agreement shall remain in full force
\nand effect. (f) Entire Agreement. This Agreement contains the entire agreement
\nof the parties with respect to the subject matter hereof and supersedes all
\nprevious agreements between the parties, provided, however, that the parties
\nacknowledge that certain provisions of the Employment Agreement, may remain in
\neffect as provided in such agreement and amendments thereto, during all or a
\nportion of the term of this Agreement. No officer, employee, or representative
\nof Company has any authority to
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make any representation or promise in connection with this Agreement or the
\nsubject matter hereof that is not contained herein, and Consultant represents
\nand warrants that he has not executed this Agreement in reliance upon any such
\nrepresentation or promise. No modification, extension or renewal of this
\nAgreement shall be valid unless made in writing and signed by the parties
\nhereto. (g) Waiver of Breach. The waiver by Company of a breach of any provision
\nof this Agreement by Consultant shall not operate or be construed as a waiver of
\nany subsequent breach by Consultant. (h) Counterparts. This Agreement may be
\nexecuted in one or more counterparts, each of which shall be deemed to be an
\noriginal, but all of which together shall constitute one agreement.<\/p>\n
| \n Aetna Inc.<\/p>\n<\/td>\n | \n Ronald A. Williams<\/p>\n<\/td>\n<\/tr>\n |
| \n By: \/s\/ Elease E. Wright Elease E. Wright, Senior Vice President, Human | \n \/s\/ Ronald A. Williams<\/p>\n<\/td>\n<\/tr>\n |
| \n Date: October 19, 2010<\/p>\n<\/td>\n | \n Date: October 19, 2010<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n <\/p>\n Page 5<\/p>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[6587],"corporate_contracts_industries":[9440],"corporate_contracts_types":[9539,9541],"class_list":["post-38655","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-aetna-inc","corporate_contracts_industries-health__plans","corporate_contracts_types-compensation","corporate_contracts_types-compensation__consulting"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/38655","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=38655"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=38655"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=38655"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=38655"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}} |