{"id":38885,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/employment-agreement-aetna-inc-and-joseph-t-sebastianelli.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"employment-agreement-aetna-inc-and-joseph-t-sebastianelli","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/employment-agreement-aetna-inc-and-joseph-t-sebastianelli.html","title":{"rendered":"Employment Agreement &#8211; Aetna Inc. and Joseph T. Sebastianelli"},"content":{"rendered":"<pre>AEtna                                     Aetna Inc.\n                                          151 Farmington Avenue\n                                          Hartford, CT  06156-3122\n\n\n                                          Ronald E. Compton\n                                          Chairman\n                                          860-273-3087\n                                          Fax:  860-273-6872\n\n\nMarch 6, 1997\n\n\n\n\nMr. Joseph T. Sebastianelli\n\n\n\n\nDear Joe:\n\nOn behalf of the Aetna Board, I am pleased to offer you the position \nof President of Aetna on terms as set forth in the attached 'Term \nSheet' which is incorporated herein by reference.\n\nIf you agree to accept this position on the terms as set forth, please \nindicate your acceptance by signing below.\n\n\n                                        Sincerely yours,\n\n\n\n\n                                        \/s\/ Ronald E. Compton\n                                        _____________________\n                                        Ronald E. Compton\n\n\n\n\nAccepted and Agreed:\n\n\n\n\n\/s\/ Joseph T. Sebastianelli\n___________________________\nJoseph T. Sebastianelli\n\n\n\n\n\n\n                                   TERM SHEET\n\n\nDefinitions                        See Exhibit A\n\nEmployment Contract Term           March 6, 1997 through July 19, 2001\n\nPosition; Reporting Relationships  President of Aetna Inc. reporting \n                                   to Chief Executive Officer\n\nDuties                             Supervise the following Business \n                                   Units:  Aetna U.S. Healthcare and \n                                   Aetna International.  These duties \n                                   will include liaison with Strategic \n                                   Planning.\n\n                                   Supervise the following Staff \n                                   Units:  Human Resources, Corporate \n                                   Communications, Federal Government \n                                   Relations and Aetna Business \n                                   Resources.\n\n                                   It is anticipated that over the \n                                   course of the first year of this \n                                   Term Sheet, Executive shall be \n                                   given additional duties and \n                                   responsibilities as specified from \n                                   time to time by the Chief Executive \n                                   Officer.\n\n                                   Executive to devote substantially \n                                   all of his business time to \n                                   performance of duties under this \n                                   Term Sheet.\n\nOffice Location                    Hartford, Connecticut\n\nResidence                          Establish residence immediately (as \n                                   soon as possible) in the greater \n                                   Hartford area.  Establish primary \n                                   residence in the greater Hartford \n                                   area on a date mutually agreeable \n                                   to Executive and the Company.\n\nCash Compensation                  Salary:  $725,000\n\n                                   Incentive Compensation:  \n                                   participation in annual and long-\n                                   term incentive compensation \n                                   programs of the Company made \n                                   available to senior executives on a \n                                   basis commensurate with position.\n\nEquity Based Compensation          Participation in all stock-based \n                                   compensation programs of the \n                                   Company made available to senior \n                                   executives on a basis commensurate \n                                   with position.\n\n\n\n\n\n\nBenefits                           Continued participation in all \n                                   benefit plans in which Executive \n                                   currently participates.\n\nEffect of Termination of \nEmployment\n\n  - by Company without Cause,      Earned but unpaid amounts \n  by Executive with Good           (including pro rata target bonus), \n  Reason                           severance payments equal to 3x base \n                                   salary and target annual bonus, \n                                   continued benefits for 3 years, \n                                   continued vesting of equity awards \n                                   other than restricted stock award \n                                   for 1 year, accelerated vesting of \n                                   restricted stock award.\n\n  - Death                          Continued payment of base salary \n                                   and annual bonus for one year.\n\n  - Disability                     Continued payment of base salary \n                                   and annual bonus for one year, \n                                   offset by amounts paid under \n                                   Company's long-term disability\n                                   program.\n\n  - by Executive without Good      Payment of earned but unpaid \n    Reason, by Company for         amounts (exclusive of pro-rate\n    Cause                          bonus) with respect to year of \n                                   termination.\n\nTerm Expiration                    If not offered CEO position on or \n                                   before February 28, 1998, and \n                                   Executive elects to leave Company \n                                   no later than February 28, 1999, \n                                   earned but unpaid amounts \n                                   (including 1997 bonus), severance \n                                   equal to 3x base salary and target \n                                   annual bonus, continued benefits \n                                   for 3 years, continued vesting of \n                                   equity awards other than restricted \n                                   stock award for 1 year, accelerated \n                                   vesting of restricted stock award.\n\nChange of Control                  Gross-up for excise tax; provided \n                                   that if payments to Executive \n                                   exceed amount which can be paid \n                                   without incurring an excise tax by \n                                   less than 5%, the Company may \n                                   reduce amounts paid to Executive to \n                                   the maximum amount which may be \n                                   paid without incurring an excise \n                                   tax.\n\n\n\n\n\n\n\n\n\n                                   2\n\n\n\nRestrictive Covenants              Noncompetition:  During employment \n                                   term and for one year following \n                                   termination of employment \n                                   (including a termination under \n                                   circumstances described above in \n                                   'Term Expiration' which entitles \n                                   Executive to severance payments and \n                                   benefits but excluding a \n                                   termination without cause or for \n                                   good reason), Executive may not \n                                   become associated with an entity \n                                   actively engaged in any business \n                                   which is in competition with the \n                                   business or businesses of the \n                                   Company for which Executive \n                                   provides substantial services or \n                                   for which Executive has substantial \n                                   responsibility.\n\n                                   Confidentiality:  During the \n                                   employment term and thereafter.\n\n                                   Nonsolicitation:  During the \n                                   employment term and through \n                                   February 28, 2003, Executive may \n                                   not:  induce any employee, agent or \n                                   broker of the Company or any of its \n                                   subsidiaries or affiliates to \n                                   perform services elsewhere; induce \n                                   any agent or agency, broker, \n                                   broker-dealer, supplier or \n                                   healthcare provider of the Company \n                                   or any of its subsidiaries or \n                                   affiliates to cease providing \n                                   services; or solicit customers of \n                                   the Company or any of its \n                                   subsidiaries or affiliates.\n\nEffect on Current Contract         The Agreement will supersede \n                                   Executive's current employment \n                                   contract in its entirety, including \n                                   without limitation, the requirement \n                                   that a notice of termination of \n                                   employment include a supermajority \n                                   resolution of the Board.  Executive \n                                   shall also waive his rights under \n                                   Section 7.11(c) of the Merger \n                                   Agreement.  The terms of his equity \n                                   awards (including his restricted \n                                   stock awards) granted under the \n                                   Company's long term stock incentive \n                                   plan shall be unaffected.\n\nSuccessors                         The Company will require any \n                                   successor to the assets or business \n                                   of the Company to agree to assume \n                                   the agreement.\n\nGoverning Law                      Connecticut\n\n\n\n                                   3\n\n\n\nDispute Resolution                 Binding arbitration in Hartford, \n                                   Connecticut; provided that the \n                                                ________          \n                                   decision as to whether Executive \n                                   shall be promoted shall be made by \n                                   the Board, in its sole discretion, \n                                   and shall not be subject to dispute \n                                   resolution.\n\nLegal Fees                         Fees and expenses of arbitration \n                                   borne equally by Executive and the \n                                   Company; provided that if Executive \n                                   prevails as to any material issue, \n                                   the entire cost (including \n                                   reasonable attorneys' fees) shall \n                                   be borne by the Company.\n\n\n\n\n\n\n\n\n\n\n                                   4\n\n\n\n                                                             EXHIBIT A\n\n\n                              Definitions\n\n\n'Termination for Cause' means a termination of Executive's employment \nby the Company due to (i) the willful failure by Executive to perform \nsubstantially Executive's duties as an employee of the company (other \nthan due to physical or mental illness) after reasonable notice to \nExecutive of such failure, (ii) Executive's engaged in serious \nmisconduct that is injurious to the Company or any subsidiary or any \naffiliate of the Company, (iii) Executive's having been convicted of, \nor entered a plea of nolo contendere to, a crime involving an act that \n                     ____ __________                                   \nis immoral or wrong in and of itself (e.g., burglary, larceny, murder \n                                      ____                            \nor arson) or a crime involving deceit, fraud, perjury or embezzlement, \n(iv) the breach by Executive of any written covenant or agreement not \nto compete with the Company or any subsidiary or any affiliate or (v) \n                                                                   _  \nthe breach by Executive of his duty of loyalty to the Company which \nshall include, without limitation, (A) the disclosure by Executive of \n                                    _                                 \nany confidential information pertaining to the Company or any \nsubsidiary or any affiliate of the Company other than (x) in the \n                                                       _         \nordinary course of the performance of his duties on behalf of the \nCompany or (y) pursuant to a judicial or administrative subpoena from \n            _                                                         \na court or governmental authority with jurisdiction over the matter in \nquestion, (B) the harmful interference by Executive in the business or \n           _                                                           \noperations of the Company or any subsidiary or any affiliate of the \nCompany, (C) any attempt by Executive directly or indirectly to induce \n          _                                                           \nany employee, insurance agent, insurance broker or broker-dealer of \nthe Company or any subsidiary or any affiliate to be employed or \nperform services elsewhere, (D) any attempt by Executive directly or \n                             _                                       \nindirectly to solicit the trade of any customer or suppliers, or \nprospective customer or suppliers, of the Company on behalf of any \nperson other than the Company or a subsidiary thereof (E) any breach \n                                                       _             \nor violation of the company's Code of Conduct, as amended from time to \ntime.  Notwithstanding the foregoing, a breach of Executive's duty of \nloyalty to the Company as described in subclause (A) or a breach of \nthe Company's Code of Conduct as described in the subclause (E) of \nclause (v) of the preceding sentence shall not be grounds for a \nTermination for Cause unless such breach has had or could reasonably \nbe expected to have a significant adverse effect on the business or \nreputation of the Company.\n\n'Termination due to Disability' means a termination of Executive's \nemployment by the Company because Executive has been incapable of \nsubstantially fulfilling the positions, duties, responsibilities and \nobligations set forth in this Agreement because of physical, mental or \nemotional incapacity resulting from injury, sickness or disease for a \nperiod of (i) at least four consecutive months or (ii) more than six \nmonths in any twelve month period.  Any question as to the existence, \nextent or potentiality of Executive's disability shall be made by a \nqualified, independent physician selected by the chief or assistant \nchief (or the equivalent position) of the department which treats the \ndisease giving rise to Executive's absence at a nationally or \nregionally recognized teaching hospital chosen by the Company.  The \ndetermination of any such physician shall be final and conclusive for \nall purposes of this Agreement.  Notwithstanding the foregoing, (i) a \nTermination for Disability shall not \n\n\n\n                                   5\n\n\n\naffect Executive's right to receive any amount that would otherwise \nhave been payable to Executive under the Company's plans, policies, \npractices or programs pertaining to short-term or long-term disability \nhad Executive's employment continued and (ii) if it is determined, at \nthe time Executive is first eligible to receive long-term disability \nbenefits under the Company's plans, policies, practices or programs, \nthat Executive is not entitled to receive such long-term disability \nbenefits (other than due to Executive's failure to cooperate), \nExecutive shall, for purposes of the Paragraph __, be deemed to have \nbeen terminated as of the date of such determination pursuant to a \nTermination Without Cause and to be entitled to receive any additional \nbenefits payable hereunder in respect of a Termination Without Cause.\n\n'Termination for Good Reason' means a termination of Executive's \nemployment by Executive within 90 days following a reduction in \nExecutive's annual Base Salary or incentive compensation opportunity.  \nNotwithstanding the foregoing, a termination shall be not be treated \nas a Termination for Good Reason (i) if Executive shall have consented \nin writing to the occurrence of the event giving rise to the claim of \nTermination for Good Reason or (ii) unless Executive shall have \ndelivered a written notice to the Board within 60 days of his having \nactual knowledge of the occurrence of one of such events stating that \nhe intends to terminate his employment for Good Reason and specifying \nthe factual basis for such termination, and such event shall not have \nbeen cured within 30 days of the receipt of such notice.\n\n'Change in Control' means the happening of any of the following:\n\n     (i) When any 'person' as defined in Section 3(a)(9) of the \n     Securities Exchange Act of 1934, as amended (the 'Exchange Act') \n     and as used in Section 13(d) and 14(d) thereof, including a \n     'group' as defined in Section 13(d) of the Exchange Act but \n     excluding the Company and any subsidiary thereof and any employee \n     benefit plan sponsored or maintained by the Company or any \n     Subsidiary (including any trustee of such plan acting as \n     trustee), directly or indirectly, becomes the 'beneficial owner' \n     (as defined in Rule 13d-3 under the Exchange Act, as amended from \n     time to time), of securities of the Company representing 20 \n     percent or more of the combined voting power of the Company's \n     then outstanding securities.\n\n     (ii) When, during any period of 24 consecutive months, after the \n     Commencement Date, the individuals who, at the beginning of such \n     period, constitute the Board (the 'Incumbent Director') cease for \n     any reason other than death to constitute at least a majority \n     thereof, provided that a director who was not a director at the \n              ________ ____                                          \n     beginning of such 24-month period shall be deemed to have \n     satisfied such 24-month requirement (and be an Incumbent \n     Director) if such director was elected by, or on the \n     recommendation of or with the approval of, at least two-thirds of \n     the directors who then qualified as Incumbent Directors either \n     actually (because they were directors at the beginning of such \n     24-month period) or by prior operation of this Paragraph; or\n\n\n\n\n\n\n\n                                   6\n\n\n\n     (iii) The occurrence of a transaction requiring stockholder \n     approval for the acquisition of the Company by an entity other \n     than the Company or a subsidiary through purchase of assets, or \n     by merger, or otherwise.\n\n\n\n\n\n\n\n\n\n\n\n\n                                   7\n<\/pre>\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":[9539,9544],"class_list":["post-38885","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__employment"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/38885","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=38885"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=38885"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=38885"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=38885"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}