\n 300,000 $41.125
\n 100,000 $ 55.00
\n 100,000 $ 65.00
\n <\/c><\/s><\/caption>\n<\/table>\n The Option will become exercisable as of March 1, 2001 and has a fixed
\nterm of 10 years from the date of grant.
\n 2
\nPage 2
\nMr. William H. Donaldson
\nMay 31, 2000<\/p>\n
(b) Initial Incentive Stock Award – You have also been granted
\n 100,000 shares of time-vesting Incentive Stock under the Plan
\n (“Incentive Shares”). Prior to March 1, 2001 the Incentive Shares will
\n be forfeitable, but you will receive all dividends and distributions
\n otherwise payable with respect to the underlying shares. As of March 1,
\n 2001 the forfeiture provisions and any related restrictions on the
\n Incentive Shares will lapse and the Incentive Shares will thereafter be
\n fully vested.<\/p>\n
(c) Award Documentation – Aetna will execute and deliver to
\n you shortly written award agreements evidencing the Option and the
\n Incentive Shares, which will set forth the terms described above and in
\n paragraph 12 below and such other terms (not inconsistent with the
\n terms herein) as are typically included in such award agreements under
\n the Plan.<\/p>\n
(d) Other Incentive Awards – You will be entitled to receive
\n additional incentive awards as determined by Aetna, in its sole
\n discretion.<\/p>\n
6. Office and Support Staff: You will be provided with offices suitable
\nto your position and duties in Hartford, Connecticut and New York City and
\nadequate secretarial and support staff in both locations to assist you in the
\nperformance of your duties.<\/p>\n
7. Hartford Apartment: Aetna will provide you with the use of a fully
\nfurnished apartment suitable to your position and reasonably acceptable to you
\nin the Hartford, Connecticut area and will make you whole for any and all
\nrelated taxes on an after-tax basis.<\/p>\n
8. Car: Aetna will assume the obligations of your current employer
\nunder the lease covering the car which you currently use and will pay all
\nreasonable expenses relating to the car (including, insurance, fuel, repairs and
\nmaintenance). At the expiration of the current lease (or such earlier date that
\nyour current car becomes unusable) Aetna will provide a comparable car for your
\nuse on the same basis.<\/p>\n
9. Other Benefits: You will participate in all welfare and fringe
\nbenefits, and receive all perquisites, that are generally provided to the Chief
\nExecutive Officer of Aetna.<\/p>\n
10. Company Aircraft: In furtherance of Aetna’s business-related
\nsecurity concerns, you shall be required to use Aetna provided aircraft for all
\nbusiness and personal travel and Aetna will make you whole for any and all
\nrelated taxes on an after-tax basis.<\/p>\n
11. Excise Tax Make Whole: If any payments or benefits provided to you
\nby Aetna are subject to golden parachute excise taxes, then Aetna will make you
\nwhole for such excise taxes on an after-tax basis pursuant to procedures
\nestablished for this purpose.<\/p>\n
12. Termination of Employment: If at any time you voluntarily elect to
\nterminate your employment with Aetna without the consent of the Board or your
\nemployment with Aetna is terminated by Aetna due to gross misconduct in the
\nperformance of your duties which is demonstrably and materially injurious to
\nAetna, you will be entitled to receive any unpaid accrued base salary, annual
\nbonus (to the extent such annual bonus was previously determined but not yet
\npaid) and business expense reimbursements (“Accrued Payments”) (payable within
\n15 days, subject to any deferral elections then in effect), but you will
\nimmediately forfeit the Option
\n 3
\nPage 3
\nMr. William H. Donaldson
\nMay 31, 2000<\/p>\n
and the Incentive Shares, if and to the extent they are unvested. If, for any
\nreason other than those stated immediately above (including disability or
\ndeath), (x) you cease to hold the positions of Chief Executive Officer,
\nPresident and Chairman of Aetna before a spin-off or similar separation of the
\nAetna healthcare business from the financial services business or (y) you cease
\nto hold the positions of Chief Executive Officer and Chairman of either the
\nhealthcare business or the financial services business after the separation of
\nthose businesses, then notwithstanding anything to the contrary contained herein
\n(i) you will be entitled to receive a single cash payment within 15 days of such
\ntermination (subject to any deferral elections then in effect) equal to the sum
\nof (A) the Accrued Payments, (B) if such termination occurs prior to December
\n31, 2000, an amount equal to the unpaid balance of your salary through December
\n31, 2000, (C) if such termination occurs prior to the payment of your year 2000
\nannual bonus, your annual bonus for year 2000 of up to $2,000,000 as determined
\nby Aetna (but in no event less than a presumptive bonus at target of
\n$1,000,000), (D) if such termination occurs after December 31, 2000, a pro-rata
\nportion of your annual bonus in respect of the year of the termination
\n(calculated by multiplying the bonus amount determined by Aetna (but not less
\nthan a presumptive bonus at target of $1,000,000) by a fraction, the numerator
\nof which is the number of days of your employment with Aetna during such year
\nand the denominator of which is 365), plus any annual bonus that has been
\ndetermined but not yet paid in respect of the immediately preceding year (or if
\nnot yet determined, an amount determined by Aetna (but not less than a
\npresumptive bonus at target of $1,000,000), (ii) to the extent the Option is not
\nvested and exercisable as of the date of such termination, the Option will
\nimmediately become fully vested and exercisable upon such termination, (iii) to
\nthe extent the forfeiture provisions and any related restrictions on the
\nIncentive Shares have not lapsed as of the date of such termination, all such
\nforfeiture provisions and related restrictions will immediately lapse upon such
\ntermination and (iv) any other amounts, accruals or entitlements under Aetna
\ncompensation programs or awards shall be governed by the terms thereof;
\nprovided, however, that the amounts payable under this paragraph are in lieu of
\nany benefits to which you might otherwise be entitled under any severance plans
\nor policies of Aetna applicable to employees generally. In the event of your
\ndeath, the payments and benefits for which you would have been eligible
\nhereunder will inure to the benefit of your estate.<\/p>\n
13. Restrictive Covenant: You agree that during the term of your
\nemployment by Aetna and for one year thereafter you will not become associated,
\nwhether as principal, partner, employee, consultant or shareholder (other than
\nas a holder of not more than 1% of the outstanding voting shares of any publicly
\ntraded company), with any entity that is actively engaged in any geographic area
\nin any business which is in substantial and direct competition with Aetna. You
\nfurther agree that during the term of your employment by Aetna and for two years
\nthereafter you will not induce any employee of Aetna to be employed or perform
\nservices elsewhere. Finally, you agree that during the term of your employment
\nby Aetna and thereafter (subject to the requirements of legal process) you will
\nhold in confidence all trade secrets, confidential information and proprietary
\nmaterials of Aetna. For the avoidance of doubt (i) the business of Donaldson,
\nLufkin & Jenrette, Inc. and its affiliates (“DLJ”) shall not be deemed to be in
\nsubstantial and direct competition with Aetna, (ii) no shares of any entity
\nbeneficially owned by DLJ shall be attributed to you, (iii) the recruitment and
\nhiring of employees of Aetna by DLJ shall not be deemed to violate the foregoing
\ncovenants, provided that you are not personally and actively involved in such
\nrecruitment or hiring and (iv) information and materials shall not be considered
\nto be trade secrets, confidential or proprietary if they (a) have previously
\nbeen disclosed to the public, or are in the public domain, other than as a
\nresult of the Executive’s
\n 4
\nPage 4
\nMr. William H. Donaldson
\nMay 31, 2000<\/p>\n
breach of this paragraph 13, or (b) are known or generally available within any
\ntrade or industry of Aetna.<\/p>\n
14. If the foregoing terms are acceptable to you, please indicate your
\nacceptance and agreement by signing the enclosed copy of this letter and
\nreturning it to me.<\/p>\n
Very truly yours,
\n Aetna Inc.<\/p>\n
Accepted and Agreed: May 25, 2000<\/p>\n
\/s\/ William H. Donaldson \/s\/ Elease E. Wright
\nWilliam H. Donaldson Elease E. Wright,
\n Senior Vice President,
\n Human Resources<\/p>\n
\/s\/ Michael H. Jordan
\n Michael H. Jordan,
\n Chairman of the Committee
\n on Compensation and Organization
\n of the Board of Directors<\/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":[9539,9544],"class_list":["post-38893","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\/38893","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=38893"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=38893"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=38893"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=38893"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}