{"id":39665,"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-u-s-healthcare-inc-and-michael-cardillo.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"employment-agreement-u-s-healthcare-inc-and-michael-cardillo","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/employment-agreement-u-s-healthcare-inc-and-michael-cardillo.html","title":{"rendered":"Employment Agreement &#8211; U.S. Healthcare Inc. and Michael Cardillo"},"content":{"rendered":"<pre>                    EMPLOYMENT AGREEMENT\n\n\n              AGREEMENT, dated as of March 30, 1996, by and \nbetween Michael Cardillo (the 'Executive') and U.S. \nHealthcare, Inc., a Pennsylvania corporation ('U.S. \nHealthcare' or the 'Company').\n\n              WHEREAS, the Board of Directors of the Company \n(the 'Board') and the Executive each desires that the \nExecutive continue to furnish services to the Company on the\nterms and conditions hereinafter set forth; and\n\n              WHEREAS, the parties desire to enter into this \nagreement setting forth the terms and conditions of the\ncontinued employment of the Executive with the Company;\n\n              NOW, THEREFORE, in consideration of the premises\nand the mutual agreements set forth below, and intending to\nbe legally bound hereby, the parties hereto hereby agree as\nfollows:\n\n              1.  Employment.  The Company hereby agrees to\n                  __________                               \nemploy the Executive, and the Executive hereby accepts such \nemployment, on the terms and conditions hereinafter set \nforth.\n\n              2.  Term; Parties.  (a) Term.  The term of this \n                  _____________       ____                    \nAgreement (as extended from time to time, the 'Term') shall \ncommence on the date (the 'Effective Date') of execution of \nthe Agreement and Plan of Merger (the 'Merger Agreement'), \ndated March 30, 1996, by and among the Company, Aetna Life \nand Casualty Company ('Aetna') and Butterfly, Inc. \n('Parent'), and shall end on the fifth anniversary of the \nconsummation of the merger contemplated by the Merger \nAgreement (the 'Merger Date') or, if such merger is not \nconsummated, the Effective Date, unless further extended as \nprovided in this Section 2 or sooner terminated in the event \nthat Executive's employment is terminated pursuant to \nSection 6.  Commencing on the fifth anniversary of the \nMerger Date (or, if there is no Merger Date, on the fifth \nanniversary of the Effective Date) and on each such \nsubsequent anniversary, the Term shall automatically be \nextended for one additional year unless, not later than 180 \ndays prior to such anniversary, the Company or the Executive \nshall have given notice not to extend the Term.  The giving \nby the Company of a notice not to extend the Term shall not \nconstitute a termination without Cause or a termination for \nGood Reason (each as defined in Section 6).\n\n\n\n              (b)  Parties.  On and after the Merger Date, this \n                   _______                                      \nAgreement shall be assigned to and assumed by Parent and all \nreferences herein to the Company shall mean Parent.  On and \nafter the Merger Date, to the extent that the Executive's \nemployment is with U.S. Healthcare or Aetna, the obligation \nof the Company hereunder shall include the obligation to \ncause U.S. Healthcare or Aetna to act in accordance with the \nterms hereof.\n\n              3.  Position and Duties.  Prior to the Merger \n                  ___________________                       \nDate, the Executive shall serve as an employee of U.S. \nHealthcare with the title of Co-President and Chief \nMarketing Officer of U.S. Healthcare, shall report directly \nto the Chairman and shall be responsible, together with Mr. \nSebastianelli (referred to herein, collectively, as the 'Co-\nPresidents'), for all of the lines of business and \noperations of U.S. Healthcare (including but not limited to \nall HMO, POS, indemnity health insurance and other lines of \nbusiness and operations, the 'Business').  \n\n              From and after the Merger Date, the Business shall \nalso include all of the domestic (U.S.) lines of business\n and operations of Aetna Health Plans (including but not \nlimited to all Health, Specialty Health and Group Insurance \nlines of business and operations), and the Executive shall \nassume the position of Co-President of the Business.  The \nExecutive shall report directly and exclusively to the Chief \nExecutive Officer of the Company, and the individuals who \nserve as the Chief Financial Officer, Chief Medical Officer, \nSenior Sales Officer and Chief Legal Officer of U.S. \nHealthcare as of the Effective Date shall report directly \nand exclusively to the Co-Presidents.  The Co-Presidents \nshall also select and appoint those other senior officers \nwho will be reporting directly to the Co-Presidents and will \nbe responsible for other areas of responsibility for the \nBusiness (including but not limited to Group Insurance, \nInformation Technology, Operations, Sales, National \nAccounts, Behavioral Health, Dental, Pharmacy, Health \nEducation and Human Resources), provided, however, that such \nappointments shall be made only in consultation with and \nwith the approval of the Chief Executive Officer of the \nCompany.  \n\n              During the Term, the Executive shall have such \nadditional duties and responsibilities with respect to the \nBusiness as may be assigned to him by the Chief Executive \nOfficer, provided that such duties and responsibilities are \nconsistent with the Executive's position as Co-President and \nChief Marketing Officer.  The Executive agrees to devote \nsubstantially all his full working time, attention and \nenergies during normal business hours to the performance of \n\n\n\n                          2\n\n\n\nhis duties for the Company, provided that the Executive may \ncontinue to participate and engage in activities not \nassociated with the Company consistent with the Executive's \npast practices at U.S. Healthcare.\n\n              4.  Place of Performance.  The principal place of \n                  ____________________                          \nemployment and office of the Executive shall be in Blue \nBell, Pennsylvania, or such other location as may be agreed \nto in writing by the Executive.\n\n              5.  Compensation and Related Matters.\n                  ________________________________ \n\n              (a)  Base Salary.  As compensation for the \n                   ___________                           \nperformance by the Executive of his duties hereunder, the \nCompany shall pay the Executive a base salary at an annual \nrate that is no less than the Executive's annual salary rate \nfor 1996, including any deferred compensation and interest \nor earnings on such year's deferred compensation under the \nCompany's current deferred compensation program (such \namount, as from time to time in effect, hereinafter referred \nto as 'Base Salary').  Base Salary shall be payable in \naccordance with U.S. Healthcare's normal payroll practices, \nshall be reviewed annually and may be increased upon such \nreview.  Base Salary, once increased, may not be decreased.\n\n              (b)  Annual Bonus.  The Executive shall be \n                   ____________                          \nentitled to an annual bonus upon the attainment by the \nCompany, U.S. Healthcare and\/or the Business of reasonable \nperformance goals, established in accordance with the past \npractice of U.S. Healthcare.  The Executive's target bonus \nshall be equal to 80% of Base Salary, with appropriate \nincreases or decreases upon the attainment of specified \nlevels of Company, U.S. Healthcare and\/or Business \nperformance (such bonus hereinafter referred to as the \n'Annual Bonus'); provided, however, that with respect to \n                 ________  _______                       \nfiscal year 1997, in no event shall the Annual Bonus be less \nthan 100% of target.  If the Merger Date occurs during the \nfiscal year commencing in 1996, the Company shall pay to the \nExecutive for such 1996 fiscal year 100% of the bonus which \nhe would have received for the entire 1996 fiscal year as \ndetermined by U.S. Healthcare.\n\n              (c)  Sign-On Bonus.  Upon the Merger Date, the \n                   _____________                             \nCompany shall pay the Executive, in cash, an amount equal to \nthe sum of (i) the Executive's then-current base salary \n(including deferred compensation and interest or earnings on \nsuch year's deferred compensation) and (ii) the aggregate \nvalue of the annual bonus paid or awarded (in cash and in \nshares of U.S. Healthcare common stock) to the Executive in \nrespect of 1995, or, if the Merger Date is subsequent to \nDecember 31, 1996 and if the aggregate value of the annual \n\n\n\n                          3\n\n\n\nbonus so paid or awarded to the Executive in respect of 1996 \nis higher, such 1996 annual bonus (the sum of such amounts \nhereinafter referred to as the 'Sign-On Bonus').\n\n              (d)  Stay Bonus.  The Executive shall be granted, \n                   __________                                   \nas of the Merger Date, that number of restricted shares of \ncommon stock of Parent ('Parent Stock') which, when \nmultiplied by the average closing price per share of Parent \nStock on the ten trading dates immediately following the \nMerger Date, shall be equal in amount to the Sign-On Bonus \n(the 'Restricted Stock Award').  The Restricted Stock Award \nshall be granted pursuant to a plan (i) that meets the \nrequirements of Rule 16b-3 promulgated under Section 16 of \nthe Securities Exchange Act of 1934, as amended (the \n'Exchange Act'), (ii) the terms of which are acceptable to \nU.S. Healthcare and (iii) the shares of Company Stock \nreserved for issuance under which shall be registered in a \ntimely manner on a Form S-8 (the 'Plan').  Notwithstanding \nany provision of this Agreement to the contrary, the \nRestricted Stock Award shall become vested (i.e., all \n                                            ____      \nrestrictions with respect thereto shall lapse) on the \nearliest to occur of (x) the second anniversary of the \nMerger Date, (y) a 'change in control of Parent' (as defined \nin the Plan) following the Merger Date, or (z) upon \ntermination of the Executive's employment by reason of death \nor Disability (as defined in Section 6 hereof), by the \nCompany other than for Cause (as defined in Section 6 \nhereof) or by the Executive for Good Reason (as defined in \nSection 6 hereof).  If the Executive's employment is \nterminated by the Executive without Good Reason or by the \nCompany for Cause prior to the second anniversary of the \nMerger Date, the Restricted Stock Award shall be forfeited \nin full.  The Restricted Stock Award shall be subject to all \nother terms and conditions of the Plan, the rules and \nregulations thereunder, the applicable provisions of this \nAgreement and the document evidencing its terms and \nconditions reasonably acceptable to Executive.  The \nRestricted Stock Award is in addition to any other equity \naward made to the Executive under paragraph (e) of this \nSection 5 and shall not be offset against or reduce such \naward or any other award, benefit or amount due under this \nAgreement.\n\n              (e)  Future Equity Grants.  In addition to the \n                   ____________________                      \nRestricted Stock Award made pursuant to subsection (d) of \nthis Section 6, the Executive shall from time to time be \ngranted stock options and shares of restricted stock or \nother equity-based awards (collectively, 'Equity Grants') on \na basis no less favorable than such grants are made to \nsimilarly situated senior officers of the Company.  Without \nlimiting the generality of the foregoing, if the Merger Date \n\n\n\n                          4\n\n\n\noccurs after Parent has granted awards in respect of \ncalendar year 1997, the Executive shall be entitled to \nreceive an Equity Grant in respect of 1997. \n\n              (f)  Expenses.  The Company shall reimburse the \n                   ________                                   \nExecutive for all reasonable business expenses, subject to \nthe applicable policies and procedures of the Company then \nin force.\n\n              (g)  Vacation.  The Executive shall be entitled to \n                   ________                                      \n20 vacation days and that number of personal days and \nholidays as is consistent with U.S. Healthcare's current \npractices (including, with respect to up to the greater of \n25 days or the number of days the Executive has accrued at \nthe Effective Date, cash compensation in lieu thereof upon \ntermination or expiration of this Agreement) or, if more \nfavorable to the Executive, in accordance with the policies \napplicable generally to senior executives of the Company or \nany of its subsidiaries.\n\n              (h)  Services Furnished.  The Company shall \n                   __________________                     \nfurnish the Executive with appropriate office space and such \nother facilities and services as shall be suitable to the \nExecutive's position and adequate for the performance of his \nduties as set forth in Section 3 hereof and on a basis at \nleast as favorable as in effect immediately prior to the \nMerger Date, such office space and other facilities and \nservices to be furnished at the location set forth in \nSection 4 hereof.\n\n              (i)  Other Benefits.  The Company shall provide to \n                   ______________                                \nthe Executive such employee benefit plans and arrangements \nas are generally available to senior officers of the Company \nand its subsidiaries, including but not limited to \nretirement benefits, group life insurance, medical and \ndental insurance, and accident and disability insurance, \nwhich shall be provided on a basis reasonably comparable in \nthe aggregate to those provided to him immediately prior to \nthe Merger Date or, if more favorable to the Executive in \nthe aggregate, to those provided to other senior officers of \nthe Company and its subsidiaries.\n\n              (j)  Restrictions on Sale of Securities; Payment \n                   ____________________________________________\nof Taxes.  From the date hereof to the earlier of the Merger \n________                                                     \nDate or the date on which the transaction contemplated by \nthe Merger Agreement is abandoned, the Executive agrees that \nhe will not sell or otherwise dispose of any shares of the \ncommon stock of U.S. Healthcare ('U.S. Healthcare Stock'), \nincluding shares subject to option, except for the partial \ncash-out of such shares and options in connection with the \ntransaction contemplated by the Merger Agreement.  During \n\n\n\n                          5\n\n\n\nthe one-year period following the Merger Date, the Executive \nagrees that, so long as he remains employed by the Company \nor any of its subsidiaries, he will not sell or otherwise \ndispose of any shares or option shares of Parent Stock.  \nNothing herein shall prohibit the Executive from \ntransferring any shares of U.S. Healthcare Stock or Parent \nStock to a 'Permitted Transferee,' as defined in Article \n5A.III of the U.S. Healthcare Articles of Incorporation.  In \nconsideration of the Executive's agreement under this \nSection 5, the Company shall promptly reimburse the \nExecutive for any and all income, wage and employment taxes \n(and any and all income and employment taxes on the \nreimbursement amount), payable by the Executive as the \nresult of the acceleration of the vesting of restricted \nshares of U.S. Healthcare Stock on the Effective Date or as \nthe result of the partial cash-out of shares of U.S. \nHealthcare Stock still subject to option on the Merger Date.  \nIn no event shall Executive be reimbursed for any income, \nwage or employment taxes that result from the exercise of \nany options.\n\n              6.  Termination.  The Executive's employment \n                  ___________                              \nhereunder may be terminated as follows:\n\n              (a)  Death.  The Executive's employment shall \n                   _____                                    \nterminate upon his death, and the date of his death shall be \nthe Date of Termination.\n\n              (b)  Disability.  If, as a result of the \n                   __________                          \nExecutive's incapacity due to physical or mental illness (as \ndetermined by a medical doctor mutually agreed to by the \nExecutive or his legal representative and the Company), the \nExecutive shall have been absent from his duties hereunder \non a full-time basis for the entire period of six \nconsecutive months and, within thirty (30) days after \nwritten Notice of Termination (as defined in subsection (f) \nof this Section 6) is given, shall not have returned to the \nperformance of his duties hereunder on a full-time basis \n('Disability'), the Company may terminate the Executive's \nemployment hereunder.  In this event, the Date of \nTermination shall be thirty (30) days after Notice of \nTermination is given (provided that the Executive shall not \nhave returned to the performance of his duties on a full-\ntime basis during such thirty (30) day period).\n\n              (c)  Cause.  The Company may terminate the \n                   _____                                 \nExecutive's employment in the event there occurs one or more \nof the following events that has not been cured (if curable) \nwithin thirty (30) days after written notice thereof has \nbeen given by the Company to the Executive ('Cause'); \nprovided that the Company shall have delivered a written \n\n\n\n                          6\n\n\n\nnotice to the Executive within 120 days of its having actual \nknowledge of the occurrence of any of such events stating \nthat the Company intends to terminate the Executive's \nemployment for Cause and specifying the factual basis for \nsuch termination:\n\n                  (i) the willful failure by the Executive to \n      perform substantially the Executive's duties as an \n      employee of the Company (other than due to physical or \n      mental illness or after the delivery of a Notice of \n      Termination for Good Reason by the Executive pursuant \n      to subsection (f) of this Section 6); \n\n                  (ii) the Executive's engaging in misconduct \n      that is materially injurious to the Company or any \n      subsidiary or any affiliate of the Company;\n\n                  (iii) the Executive's having been convicted \n      of, or entered a plea of nolo contendere to, a crime \n                               ____ __________             \n      that constitutes a felony;\n\n                   (iv) the material breach by the Executive of \n      any written covenant or agreement not to compete with \n      the Company or any subsidiary or any affiliate; or \n\n                   (v) the breach by the Executive of his duty \n      of loyalty to the Company which shall include, without \n      limitation (A) the disclosure by the Executive of any \n      confidential information pertaining to the Company or \n      any subsidiary or any affiliate of the Company, other \n      than (x) in the ordinary course of the performance of \n      his duties on behalf of the Company or (y) pursuant to \n      a judicial or administrative subpoena from a court or \n      governmental authority with jurisdiction over the \n      matter in question, (B) the harmful interference by the \n      Executive in the business or operations of the Company \n      or any subsidiary or any affiliate of the Company, (C) \n      any attempt by the Executive to induce any employee, \n      insurance agent, insurance broker or broker-dealer of \n      the Company or any subsidiary or any affiliate to be \n      employed or perform services elsewhere, other than \n      actions taken by the Executive that are intended to \n      benefit the Company or any subsidiary or affiliate and \n      do not benefit the Executive financially other than as \n      an employee or stockholder of the Company, (D) any \n      attempt by the Executive to solicit the trade of any \n      customer or supplier, or prospective customer or \n      supplier, of the Company on behalf of any person other \n      than the Company or a subsidiary thereof, other than \n      actions taken by the Executive that are intended to \n      benefit the Company or any subsidiary or affiliate and \n\n\n\n                          7\n\n\n\n      do not benefit the Executive financially other than as \n      an employee or stockholder of the Company, provided, \n                                                 ________  \n      however, that this provision shall only apply to any \n      _______                                              \n      product or service which is in competition with a \n      product or service of the Company or any subsidiary or \n      affiliate thereof or (E) following the Merger Date, any \n      breach or violation of the Company's Code of Conduct, \n      as amended from time to time sufficient to warrant a \n      for Cause termination consistent with the Company's \n      past practice, consistently applied.\n\nNotwithstanding the foregoing, (x) the failure of the \nExecutive, the Company, U.S. Healthcare or the Business to \nachieve any particular level of performance shall not, in \nand of itself, constitute Cause hereunder, (y) neither a \nbreach of the Executive's duty of loyalty to the Company as \ndescribed in subclause (A) nor a breach of the Company's \nCode of Conduct as described in subclause (E) shall \nconstitute Cause hereunder unless such breach has had or \ncould reasonably be expected to have a significant adverse \neffect on the business or reputation of the Company and (z) \nthe occurrence of any of the events described above, if done \ninadvertently or of de minimis effect, shall not constitute \n'Cause'. \n\n              d)  Good Reason.  The Executive may terminate his \n                  ___________                                   \nemployment in the event there occurs one or more of the \nfollowing events, without the written consent of the \nExecutive, that has not been cured (if curable) within \nthirty (30) days after written notice thereof has been given \nby the Executive to the Company ('Good Reason'); provided \nthat the Executive shall have delivered a written notice to \nthe Chief Executive Officer of the Company within 120 days \nof his having actual knowledge of the occurrence of the \nevent or events constituting Good Reason stating that he \nintends to terminate his employment for Good Reason and \nspecifying the factual basis for such termination:\n\n                   (i)  a reduction in the Executive's annual \n      Base Salary or incentive compensation opportunity as \n      provided under Sections 5(a) and (b);\n\n                  (ii)  a reduction in the Executive's \n      positions, an adverse change in the Executive's \n      reporting relationship or a material reduction in the \n      Executive's duties and responsibilities, in each case \n      from those described in Section 3 hereof;\n\n                 (iii)  the relocation of the Executive's \n      principal place of employment to a location more than \n      20 miles from the location at which he performed his \n\n\n\n                          8\n\n\n\n      principal duties on the date immediately prior to such \n      relocation, or requiring the Executive to perform the \n      principal portion of his duties in the greater \n      Hartford, Connecticut area;\n\n                  (iv)  a breach of the obligation to provide \n      the Executive with the benefits required to be provided \n      in accordance with Section 5(i);\n\n                   (v)  a failure by the Company to pay any \n      amounts due and owing to the Executive within 10 days \n      following written notice from the Executive of such \n      failure to pay; \n\n                  (vi)  any other material breach of the \n      Company's obligations to the Executive hereunder that \n      materially affects the compensation or benefits payable \n      to Executive or materially impairs the Executive's \n      ability to perform the duties and responsibilities of \n      his position;\n\n                 (vii)  the failure of the Company to obtain \n      the assumption and agreement in writing of its \n      obligation to perform this Agreement in accordance with \n      Section 12(a) hereof (A) by Parent on the Merger Date \n      and (B) following the Merger Date, by any successor to \n      Parent on the effective date of such succession; or\n\n                (viii)  a breach of Section 7.11(c) of the \n      Merger Agreement.\n\nThe Executive's continued employment shall not constitute \nconsent to, or a waiver of rights with respect to, any act \nor failure to act constituting Good Reason hereunder.  In \nthe event of a termination for Good Reason, the Date of \nTermination shall be the date specified in the Notice of \nTermination, which shall be no more than thirty (30) days \nafter the Notice of Termination.\n\n              (e)  Other Terminations.  If the Executive's \n                   __________________                      \nemployment is terminated hereunder for any reason other than \nas set forth in subsections (a) through (d) of this Section \n6, the date on which a Notice of Termination is given or any \nlater date (within 30 days) set forth in such Notice of \nTermination shall be the Date of Termination.\n\n              (f)  Notice of Termination.  Any purported \n                   _____________________                 \ntermination of the Executive's employment (other than \ntermination pursuant to subsection (a) of this Section 6) \nshall be communicated by written Notice of Termination to \nthe other party hereto in accordance with Section 13 hereof.  \n\n\n\n                          9\n\n\n\nFor purposes of this Agreement, a 'Notice of Termination' \nshall mean a notice that shall indicate the specific \ntermination provision in this Agreement relied upon and \nshall set forth in reasonable detail the facts and \ncircumstances claimed to provide a basis for termination of \nthe Executive's employment under the provision so indicated.\nIn addition, prior to the second anniversary of the Merger \nDate, a Notice of Termination is required to include a copy \nof a resolution duly adopted by the affirmative vote of not \nless than two-thirds of the entire membership of the Board, \n(which two-thirds must include Leonard Abramson or a U.S. \nHealthcare designee) at a meeting of such Board which was \ncalled and held for the purpose of considering such \ntermination.\n\n              (g)  Dispute Concerning Termination.  If within \n                   ______________________________             \nfifteen (15) days after any Notice of Termination (other \nthan with respect to a termination of the Executive's \nemployment by the Company without Cause) is given, or, if \nlater, prior to the Date of Termination (as determined \nwithout regard to this Section 6(g)), the party receiving \nsuch Notice of Termination notifies the other party that a \ndispute exists concerning the termination, the Date of \nTermination shall be extended until the earlier of (i) the \ndate on which the Term ends or (ii) the date on which the \ndispute is finally resolved, either by mutual written \nagreement of the parties or by binding arbitration; \nprovided, however, that the Date of Termination shall be \n________  _______                                        \nextended by a notice of dispute given by the Executive only \nif such notice is given in good faith and the Executive \npursues the resolution of such dispute with reasonable \ndiligence.\n\n              (h)  Compensation During Dispute.  If the Date of \n                   ___________________________                  \nTermination is extended in accordance with subsection (g) of \nthis Section 6, the Company shall continue to pay the \nExecutive the full compensation in effect when the notice \ngiving rise to the dispute was given (including, but not \nlimited to, Base Salary and Annual Bonus) and continue the \nExecutive as a participant in all compensation, benefit and \ninsurance plans in which the Executive was participating \nwhen the notice giving rise to the dispute was given, until \nthe Date of Termination, as determined in accordance with \nsubsection (g) of this Section 6.  Amounts paid under this \nSection 6(h) shall not be offset against or reduce any other \namounts due under Section 7 of this Agreement.\n\n\n\n                          10\n\n\n\n              7.  Compensation During Disability or Upon \n                  _______________________________________\nTermination. \n___________  \n\n              (a)  Disability Period.  During any period the \n                   _________________                         \nExecutive fails to perform his duties hereunder as a result \nof incapacity due to physical or mental illness ('Disability \nPeriod'), the Executive shall continue to (i) receive his \nfull Base Salary, (ii) remain eligible to receive an Annual \nBonus under Section 5(b) hereof, and (iii) participate in \nthe programs described in Section 5(i) hereof (except to the \nextent such participation is not permitted under the terms \nof such programs).  Such payments made to the Executive \nduring the Disability Period shall be reduced by the sum of \nthe amounts, if any, payable to the Executive at or prior to \nthe time of any such payment under disability benefit plans \nof the Company or under the Social Security disability \ninsurance program, and which amounts were not previously \napplied to reduce any such payment. \n\n              (b)  Death.  If the Executive's employment \n                   _____                                 \nhereunder is terminated as a result of death, then:\n\n                   (i)  the Company shall pay the Executive's \n      estate or designated beneficiary, as soon as \n      practicable after the Date of Termination, (A) any \n      amounts earned, accrued or owing the Executive \n      hereunder for services prior to the Date of Termination \n      (including accrued deferred compensation and unused \n      vacation and personal time) and (B) for a period of one \n      year following the Date of Termination, such Base \n      Salary and Annual Bonus as the Executive would have \n      received during such period had he remained in the \n      employ of the Company;\n\n                  (ii)  the vesting and exercisability of all \n      then outstanding equity-based awards shall be governed, \n      as applicable, in accordance with Section 5(d) of this \n      Agreement or the terms of the U.S. Healthcare or Aetna, \n      as the case may be, document under which they were \n      initially granted (except that the vesting of awards \n      granted under the U.S. Healthcare incentive plans prior \n      to the Effective Date shall be governed by Section 1.7 \n      of the Merger Agreement); and\n\n                 (iii)  the Company shall have no additional \n      obligations to the Executive under this Agreement \n      except to the extent otherwise provided in the \n      applicable plans and programs of the Company.\n\n              (c)  Disability.  If the Executive's employment \n                   __________                                 \nhereunder is terminated as a result of Disability, then:\n\n\n\n                          11\n\n\n\n                   (i)  the Company shall pay the Executive, as \n      soon as practicable after the Date of Termination, (A) \n      any amounts earned, accrued or owing the Executive \n      hereunder for services prior to the Date of Termination \n      (including accrued deferred compensation and unused \n      vacation and personal time) and (B) for a period of one \n      year following the Date of Termination, such Base \n      Salary and Annual Bonus as the Executive would have \n      received during such period had he remained in the \n      employ of the Company, offset by any amounts received \n      by the Executive pursuant to subsection (ii) of this \n      Section 7(c);\n\n                  (ii)  the Executive shall receive, until the \n      date the Executive reaches age 65 or, if earlier, until \n      his death, the salary-related disability benefits \n      provided in accordance with, and subject to the \n      conditions of, the long-term disability program then in \n      effect for senior executives of the Company;\n\n                 (iii)  the vesting and exercisability of all \n      then outstanding equity-based awards shall be governed, \n      as applicable, in accordance with Section 5(d) of this \n      Agreement or the terms of the U.S. Healthcare or Aetna, \n      as the case may be, document under which they were \n      initially granted (except that the vesting of awards \n      granted under the U.S. Healthcare incentive plans prior \n      to the Effective Date shall be governed by Section 1.7 \n      of the Merger Agreement); and\n\n                 (iv)  the Company shall have no additional \n      obligations to the Executive under this Agreement \n      except to the extent otherwise provided in the \n      applicable plans and programs of the Company.\n\n              (d)  Termination by Company for Cause or By \n                   _______________________________________\nExecutive other than for Good Reason.  If the Executive's \n____________________________________                      \nemployment hereunder is terminated by the Company for Cause \nor by the Executive (other than for Good Reason), then:\n\n                   (i)  the Company shall pay the Executive, as \n      soon as practicable after the Date of Termination, any \n      amounts earned, accrued or owing the Executive \n      hereunder for services prior to the Date of Termination \n      (including accrued deferred compensation and unused \n      vacation and personal time);\n\n                  (ii)  the vesting and exercisability of all \n      then outstanding equity-based awards shall be governed, \n      as applicable, in accordance with Section 5(d) of this \n      Agreement or the terms of the U.S. Healthcare or Aetna, \n\n\n\n                          12\n\n\n\n      as the case may be, document under which they were \n      initially granted (except that the vesting of awards \n      granted under the U.S. Healthcare incentive plans prior \n      to the Effective Date shall be governed by Section 1.7 \n      of the Merger Agreement); and\n\n                 (iii)  the Company shall have no additional \n      obligations to the Executive under this Agreement \n      except to the extent otherwise provided in the \n      applicable plans and programs of the Company.\n\n              (e)  Termination by Company without Cause or by \n                   ___________________________________________\nthe Executive with Good Reason.  If the Executive's \n______________________________                      \nemployment hereunder is terminated by the Company (other \nthan for Cause or Disability) or by the Executive for Good \nReason, then:\n\n                 (i)  the Company shall pay the Executive, as \n      soon as practicable after the Date of Termination, any \n      amounts earned, accrued or owing the Executive \n      hereunder for services prior to the Date of Termination \n      (including accrued deferred compensation and unused \n      vacation and personal time);\n\n               (ii)  notwithstanding any provision of any \n      annual bonus plan to the contrary, the Company shall \n      pay to the Executive, as soon as practicable after the \n      Date of Termination, a lump sum amount, in cash, equal \n      to the sum of (A) any annual bonus which has been \n      allocated or awarded to the Executive for a completed \n      fiscal year preceding the Date of Termination under any \n      such plan and which, as of the Date of Termination, is \n      contingent only upon the continued employment of the \n      Executive to a subsequent date, and (B) a pro rata \n      portion to the Date of Termination of the aggregate \n      value of all contingent annual bonus awards to the \n      Executive for all then uncompleted fiscal years (other \n      than the fiscal year commencing in 1996) under any such \n      plan, calculated as to each such award by multiplying \n      the award that the Executive would have earned for the \n      entire performance award period, assuming the \n      achievement, at the target level, of the individual and \n      corporate performance goals established with respect to \n      such award, by the fraction (the 'Fraction') obtained \n      by dividing the number of full months and any \n      fractional portion of a month during such performance \n      award period through the Date of Termination by the \n      total number of months contained in such performance \n      award period; provided, however, that, in the event \n                    ________  _______                     \n      that the Executive's actual award (the 'Actual Award') \n      would have exceeded the target award had he remained in \n\n\n\n                          13\n\n\n\n      the employ of the Company until the end of any such \n      performance award period, then the Company shall pay \n      the Executive, as soon as practicable following the end \n      of such period, an amount equal to the product of the \n      Fraction and the excess of the Actual Award over the \n      target award; and\n\n                 (iii)  the Company shall pay to the Executive a \n      severance payment in cash, 50% of which is payable in a \n      lump sum on the Date of Termination and, subject to the \n      Executive's continued compliance with the applicable \n      provisions of Section 10 hereof (provided that the \n      Executive be given an opportunity to cure (if curable) \n      any breach of such Section 10 in accordance with \n      Section 10(d) hereof), the remaining 50% of which is \n      payable in a lump sum on the first anniversary of the \n      Date of Termination, equal to three times the sum of \n      (A) the higher of the Executive's Base Salary as in \n      effect immediately prior to the occurrence of the event \n      or circumstance upon which the Notice of Termination is \n      based and the Executive's annual base salary (including \n      amounts deferred and any interest accrued thereon) in \n      effect immediately prior to the Merger Date, and (B) \n      the then current target annual bonus;\n\n                 (iv)  (A) the exercisability of all then \n      outstanding equity-based awards granted under the U.S. \n      Healthcare incentive plans prior to the Merger Date \n      shall be governed in accordance with the terms of such \n      U.S. Healthcare incentive plans, (B) the vesting of \n      restricted stock awards granted pursuant to Section \n      5(d) shall be governed in accordance with the terms of \n      such Section and (C) all then outstanding equity-based \n      awards granted under the Parent incentive plans shall \n      continue to vest over the one year period following the \n      Date of Termination and be exercisable through the 90 \n      day period following such one year period;\n\n                 (v)  for the thirty-six (36) month period \n      immediately following the Date of Termination, the \n      Company shall arrange to provide the Executive with \n      life, disability, accident and health insurance \n      benefits ('Insurance Benefits') and with pension plan \n      benefits substantially similar, and on substantially \n      similar terms, to those which the Executive is \n      receiving immediately prior to the Notice of \n      Termination or the economic equivalent thereof, which \n      provision of Insurance Benefits shall satisfy all of \n      the conditions necessary to avoid the imposition of any \n      tax under section 4980B of the Code.  Insurance \n      Benefits otherwise receivable by the Executive pursuant \n\n\n\n                          14\n\n\n\n      to this Section 7(e)(v) shall be reduced to the extent \n      comparable benefits are actually received by, or made \n      available to, the Executive without cost during the \n      thirty-six (36) month period following the Executive's \n      termination of employment (and any such benefits \n      actually received by or made available to the Executive \n      shall be reported to the Company by the Executive);\n\n                 (vi)  if the Executive would have become \n      entitled to benefits under the Company's postretirement \n      health care or life insurance plans, as in effect \n      immediately prior to the Effective Date (or, if there \n      is a Merger Date, immediately prior to the Merger Date) \n      or the Date of Termination (whichever is more favorable \n      to the Executive), had the Executive's employment \n      terminated on the date which is thirty-six (36) months \n      after the Date of Termination, the Company shall \n      provide such postretirement health care or life \n      insurance benefits to the Executive and the Executive's \n      dependents commencing on the later of (A) the date on \n      which such coverage would have first become available \n      (disregarding for these purposes the thirty-six (36) \n      month period referred to above) and (B) the date on \n      which benefits described in subsection (v) of this \n      Section 7(e) shall terminate; and\n\n                 (vii)  the Company shall have no additional \n      obligations to the Executive under this Agreement \n      except to the extent otherwise provided in the \n      applicable plans and programs of the Company.\n\n              8.  Gross-Up for Excise Tax.  (a)  Whether or not \n                  _______________________                       \nthe Executive becomes entitled to any payments under Section \n7 hereof, if any payments or benefits received or to be \nreceived by the Executive (whether pursuant to Section 5 \nhereof or any other provision of this Agreement or any other \nPlan, arrangement or agreement with the Company or, with \nrespect to his employment by the Company, with any other \nperson (such payments or benefits, excluding the Gross-Up \nPayment described herein, being hereinafter referred to as \nthe 'Total Payments') will be subject to any excise tax \nimposed under section 4999 of the Internal Revenue Code of \n1986, as amended (the 'Excise Tax'), the Company shall pay \nto the Executive an additional amount (the 'Gross-Up \nPayment') such that the net amount retained by the \nExecutive, after deduction of any Excise Tax on the Total \nPayments and any federal, state and local income and \nemployment taxes and Excise Tax upon the Gross-Up Payment, \nshall be equal to the Total Payments.\n\n\n\n                          15\n\n\n\n              (b)  For purposes of determining whether any of \nthe Total Payments will be subject to the Excise Tax and the \namount of such Excise Tax, (i) all of the Total Payments \nshall be treated as 'parachute payments' (within the meaning \nof section 280G(b)(2) of the Code) unless, in the opinion of \nTax Counsel, a reasonable basis exists for determining that \nsuch payments or benefits (in whole or in part) do not \nconstitute parachute payments, including by reason of \nsection 280G(b)(4)(A) of the Code, (ii) all 'excess \nparachute payments' within the meaning of section 280G(b)(1) \nof the Code shall be treated as subject to the Excise Tax \nunless, in the opinion of Tax Counsel, a reasonable basis \nexists for determining that such excess parachute payments \n(in whole or in part) represent reasonable compensation for \nservices actually rendered (within the meaning of section \n280G(b)(4)(B) of the Code) in excess of the 'base amount' \n(within the meaning of section 280G(b)(3) of the Code) \nallocable to such reasonable compensation, or are otherwise \nnot subject to the Excise Tax, and (iii) the value of any \nnoncash benefits or any deferred payment or benefit shall be \ndetermined by the Auditor in accordance with the principles \nof sections 280G(d)(3) and (4) of the Code.  For purposes of \ndetermining the amount of the Gross-Up Payment, the \nExecutive shall be deemed to pay federal income tax at the \nhighest marginal rate of federal income taxation in the \ncalendar year in which the Gross-Up Payment is to be made \nand state and local income taxes at the highest marginal \nrate of taxation in the state and locality of the \nExecutive's residence on the Date of Termination (or if \nthere is no Date of Termination, then the date on which the \nGross-Up Payment is calculated for purposes of this Section \n8), net of the maximum reduction in federal income taxes \nwhich could be obtained from deduction of such state and \nlocal taxes.\n\n              (c)  In the event that the Excise Tax is finally \ndetermined to be less than the amount taken into account \nhereunder in calculating the Gross-Up Payment, the Executive \nshall repay to the Company, at the time that the amount of \nsuch reduction in Excise Tax is finally determined, the \nportion of the Gross-Up Payment attributable to such \nreduction (plus that portion of the Gross-Up Payment \nattributable to the Excise Tax and federal, state and local \nincome and employment taxes imposed on the Gross-Up Payment \nbeing repaid by the Executive to the extent that such \nrepayment results in a reduction in Excise Tax and\/or a \nfederal, state or local income or employment tax deduction) \nplus interest on the amount of such repayment at 120% of the \nrate provided in section 1274(b)(2)(B) of the Code.  In the \nevent that the Excise Tax is determined to exceed the amount \ntaken into account hereunder in calculating the Gross-Up \n\n\n\n                          16\n\n\n\nPayment (including by reason of any payment the existence or \namount of which cannot be determined at the time of the \nGross-Up Payment), the Company shall make an additional \nGross-Up Payment in respect of such excess (plus any \ninterest, penalties or additions payable by the Executive \nwith respect to such excess) at the time that the amount of \nsuch excess is finally determined.  The Executive and the \nCompany shall each reasonably cooperate with the other in \nconnection with any administrative or judicial proceedings \nconcerning the existence or amount of liability for Excise \nTax with respect to the Total Payments.\n\n              9.  Mitigation.  The Executive shall not be \n                  __________                              \nrequired to mitigate amounts payable pursuant to Section 7 \nhereof by seeking other employment or otherwise, nor, except \nas provided in Section 7(e)(v), shall there be any offset \nagainst such payments on account of (a) any remuneration \nattributable to any subsequent employment that he may obtain \nor (b) any claims the Company may have against the \nExecutive.\n\n            10.  Noncompetition and Confidentiality.\n                 __________________________________ \n\n            (a)  Noncompetition.  Prior to, and for a period \n                 ______________                              \nof one year following, termination of the Executive's \nemployment during the Term other than by the Company without \nCause or by the Executive for Good Reason, the Executive \nshall not become associated, whether as a principal, \npartner, employee, consultant or shareholder (other than as \na holder of not in excess of 1% of the outstanding voting \nshares of any publicly traded company), with any entity that \nis actively engaged in any geographic area in any business \nwhich is in substantial and direct competition with the \nBusiness; provided, however, nothing in this Section 10(a) \nshall preclude the Executive from performing services solely \nand exclusively for a division or subsidiary of such an \nentity that is engaged in a noncompetitive business.\n\n            (b)  Nondisclosure, Nonsolicitation and \n                 ___________________________________\nCooperation.\n___________ \n\n                (i)  the Executive shall not (except to the \n     extent required by an order of a court having competent \n     jurisdiction or under subpoena from an appropriate \n     government agency) disclose to any third person, \n     whether during or subsequent to the Executive's \n     employment with the Company, any trade secrets; \n     customer lists; product development and related \n     information; marketing plans and related information; \n     sales plans and related information; operating policies \n     and manuals; business plans; financial records; or \n\n\n\n                          17\n\n\n\n     other financial, commercial, business or technical \n     information related to the Company or any subsidiary or \n     affiliate thereof unless such information has been \n     previously disclosed to the public by the Company or \n     has become public knowledge other than by a breach of \n     this Agreement; provided, however, that this limitation \n                     ________  _______                       \n     shall not apply to any such disclosure made while the \n     Executive is employed by the Company, or any subsidiary \n     or affiliate thereof in the ordinary course of the \n     performance of the Executive's duties;\n\n                (ii)  prior to, and for two years following, \n     termination of the Executive's employment during the \n     Term, the Executive shall not attempt to induce any \n     employee or Insurance Agent (as defined below) employed \n     by or performing services for the Business to be \n     employed or perform services elsewhere, provided that \n     this covenant shall not preclude the Executive from \n     taking any actions during the Term that (x) are \n     intended to benefit the Company or any subsidiary or \n     affiliate and (y) do not benefit the Executive \n     financially other than as an employee or stockholder of \n     the Company;\n\n                (iii)  prior to, and for two years following, \n     termination of the Executive's employment during the \n     Term, the Executive shall not attempt to induce any \n     insurance agent or agency, insurance broker, broker-\n     dealer or supplier of the Business to cease providing \n     services to the Business, provided that this covenant \n     shall not preclude the Executive from taking any \n     actions during the Term that (x) are intended to \n     benefit the Company or any subsidiary or affiliate and \n     (y) do not benefit the Executive financially other than \n     as an employee or stockholder of the Company; and\n\n                (iv)  prior to, and for two years following, \n     termination of the Executive's employment during the \n     Term, the Executive shall not attempt to solicit, on \n     behalf of any person or entity other than the Business, \n     the trade of any individual or entity which, at the \n     time of the solicitation, is a customer of the \n     Business, or which the Business is undertaking \n     reasonable steps to procure as a customer at the time \n     of or immediately preceding termination of the Term; \n     provided, however, that this limitation shall only \n     ________  _______                                  \n     apply to (x) any product or service which is in \n     competition with a product or service of the Business \n     and (y) with respect to any customer with whom the \n     Executive has or had (by virtue of the Executive's \n     position or otherwise) a personal relationship.\n\n\n\n                          18\n\n\n\nSolely for purposes of subsection (b)(ii) of this Section \n10, the term 'Insurance Agent' shall mean those insurance \nagents or agencies representing the Company or any \nsubsidiary or affiliate thereof, that are exclusive or \ncareer agents or agencies of the Company or any subsidiary \nor affiliate thereof, or any insurance agents or agencies \nwhich derive 50% or more of their business revenue from the \nCompany or any subsidiary or affiliate thereof (calculated \non an aggregate basis for the 12-month period prior to the \ndate of determination or such other similar period for which \nsuch information is more readily available).\n\n              (c)  Company Property.  Promptly following the \n                   ________________                          \nExecutive's termination of the Executive's employment, the \nExecutive shall return to the Company all property of the \nCompany, and all copies thereof in the Executive's \npossession or under his control.\n\n              (d)  Intention of the Parties.  If any provision \n                   ________________________                    \nof Section 10 is determined by an arbitrator (or a court of \ncompetent jurisdiction asked to enforce the decision of the \narbitrator) not to be enforceable in the manner set forth in \nthis Agreement, the Company and Executive agree that it is \nthe intention of the parties that such provision should be \nenforceable to the maximum extent possible under applicable \nlaw and that such arbitrator (or court) shall reform such \nprovision to make it enforceable in accordance with the \nintent of the parties.  Executive acknowledges that a \nmaterial part of the inducement for the Company to provide \nthe salary and benefits evidenced hereby is Executive's \ncovenants set forth in Section 10(a), (b) and (c) and that \nthe covenants and obligations of Executive with respect to \nnondisclosure and nonsolicitation relate to special, unique \nand extraordinary matters and that a violation of any of the \nterms of such covenants and obligations will cause the \nCompany irreparable injury for which adequate remedies are \nnot available at law.  Therefore, Executive agrees that, if \nExecutive shall materially breach any of those covenants \nfollowing termination of employment and such breach is not \ncured (if curable) within ten (10) days following receipt of \nwritten notification thereof that specifies the manner in \nwhich the Company believes the Executive has breached such \ncovenants, the Company shall have no further obligation to \npay Executive any benefits otherwise payable under Sections \n7(e)(iii), (v) and (vi) and the Company shall be entitled to \nan injunction, restraining order or such other equitable \nrelief (without the requirement to post a bond) restraining \nExecutive from committing any violation of the covenants and \nobligations contained in Section 10(a), (b) and (c).  The \nremedies in the preceding sentence are cumulative and are in \naddition to any other rights and remedies the Company may \n\n\n\n                          19\n\n\n\nhave at law or in equity as an arbitrator (or court) shall \nreasonably determine.\n\n              (e)  Waiver.  Without limiting the generality of \n                   ______                                      \nthe foregoing, upon request of the Executive prior to \nengaging in any conduct otherwise prohibited by this Section \n10, the Company may, in its sole discretion, waive in \nwriting, on such terms and conditions as it may deem \nappropriate, any violation of this Section 10 which would \notherwise occur due to such conduct.\n\n              11.  Indemnification; Attorneys' Fees.  The \n                   ________________________________       \nCompany shall indemnify the Executive to the full extent \nauthorized by law and the Charter and By-Laws of the \nCompany, as applicable, for all expenses, costs, liabilities \nand legal fees which the Executive may incur in the \ndischarge or course of his duties hereunder.  The Executive \nshall be insured under the Company's Directors' and \nOfficers' Liability Insurance Policy as in effect from time \nto time.  The Executive shall be deemed a third party \nbeneficiary with respect to Section 7.6 of the Merger \nAgreement and, as such, shall have the right to enforce such \nprovisions as if he were party to the Merger Agreement.  In \nconnection with any dispute or proceeding arising under this \nAgreement where the Executive is ultimately the \nsubstantially prevailing party, the Company shall promptly \nreimburse Executive for all costs, including without \nlimitation the reasonable attorneys' fees of any attorney of \nthe Executive's choosing, incurred by the Executive in any \nsuch dispute or proceeding arising under this Agreement.  \nAny termination of the Executive's employment or of this \nAgreement shall have no effect on the continuing operation \nof this Section 11.\n\n              12.  Successors; Binding Agreement.\n                   _____________________________ \n\n              (a)  Company's Successors.  The Company shall \n                   ____________________                     \nrequire any successor (whether direct or indirect, by \npurchase, merger, consolidation or otherwise) to all or \nsubstantially all of the business and\/or assets of the \nCompany to expressly assume and agree to perform this \nAgreement in the same manner and to the same extent that the \nCompany would be required to perform it if no such \nsuccession had taken place.  As used in this Agreement, \n'Company' shall mean the Company as hereinbefore defined and \nany successor to its business and\/or assets as aforesaid \nwhich executes and delivers the agreement provided for in \nthis Section 12 or which otherwise becomes bound by all the \nterms and provisions of this Agreement by operation of law.  \nThis Agreement shall not otherwise be assignable by the \nCompany.\n\n\n\n                          20\n\n\n\n              (b)  Executive's Successors.  This Agreement shall \n                   ______________________                        \nnot be assignable by the Executive.  This Agreement and all \nrights of the Executive hereunder shall inure to the benefit \nof and be enforceable by the Executive's personal or legal \nrepresentatives, executors, administrators, successors, \nheirs, distributees, devisees and legatees.  Upon the \nExecutive's death, all amounts to which he is entitled \nhereunder, unless otherwise provided herein, shall be paid \nin accordance with the terms of this Agreement to the \nExecutive's devisee, legatee, or other designee or, if there \nbe no such designee, to the Executive's estate.\n\n              13.  Notices.  For the purpose of this Agreement, \n                   _______                                      \nnotices and all other communications provided for in the \nAgreement shall be in writing and shall be deemed to have \nbeen duly given when delivered or received by facsimile or \nthree (3) days after mailing by United States certified \nmail, return receipt requested, postage prepaid, addressed, \nif to the Executive, to the address inserted below the \nExecutive's signature on the final page hereof and, if to \nthe Company, to the attention of the General Counsel except \nwhere this Agreement provides otherwise.  Notice of change \nof address or addressee shall be effective only upon actual \nreceipt.\n\n              14.  Disputes.  This Agreement shall be construed \n                   ________                                     \nin accordance with and governed by the law of the \nCommonwealth of Pennsylvania (without regard to principles \nof conflict of laws).  All claims and controversies related \nto or stemming from this Agreement or the Executive's \nemployment with the Company, except actions for equitable \nrelief pending an arbitration award, shall be submitted to \nbinding arbitration in Blue Bell, Pennsylvania by a panel of \nthree neutral arbitrators under the Commercial Arbitration \nRules of the American Arbitration Association.  Judgment \nupon an award of the arbitrators may be entered and enforced \nin any court having jurisdiction.\n\n              15.  Miscellaneous.  No provision of this \n                   _____________                        \nAgreement may be modified, waived or discharged unless such \nwaiver, modification or discharge is agreed to in writing \nand signed by the Executive and such officer as may be \nspecifically designated by the Board.  No waiver by either \nparty hereto at any time of any breach by the other party \nhereto of, or of any lack of compliance with, any condition \nor provision of this Agreement to be performed by such other \nparty shall be deemed a waiver of similar or dissimilar \nprovisions or conditions at the same or at any prior or \nsubsequent time.  All references to sections of the Exchange \nAct or the Code shall be deemed also to refer to any \nsuccessor provisions to such sections.  Subject to the \n\n\n\n                          21\n\n\n\nprovisions of Section 5(j) and 8 hereof, payments provided \nfor hereunder shall be paid net of any applicable \nwithholding required under federal, state or local law and \nany additional withholding to which the Executive has \nagreed.  The obligations of the Company and the Executive \nunder this Agreement which by their nature may require \neither partial or total performance after the expiration of \nthe Term shall survive such expiration.  The invalidity or \nunenforceability of any provision of this Agreement shall \nnot affect the validity or enforceability of any other \nprovision of this Agreement, which shall remain in full \nforce and effect.\n\n              16.  Counterparts.  This Agreement may be executed \n                   ____________                                  \nin one or more counterparts, each of which shall be deemed \nto be an original but all of which together will constitute \none and the same instrument.\n\n              17.  Entire Agreement.  This Agreement between the \n                   ________________                              \nCompany and the Executive sets forth the entire agreement of \nthe parties hereto in respect of the subject matter \ncontained herein and supersedes, as of the Effective Date, \nall prior agreements, promises, covenants, arrangements, \ncommunications, representations or warranties, whether oral \nor written, by the parties hereto in respect of the subject \nmatter contained herein; and any prior agreement of the \nparties hereto in respect of the subject matter contained \nherein shall be terminated and canceled as of the Effective \nDate.\n\n\n                          22\n\n\n          IN WITNESS WHEREOF, the parties hereto have \nexecuted this Agreement on March 30, 1996 to be effective as of \nthe Effective Date.\n\n                         U.S. Healthcare\n\n                         By:_______________________\n                            Name:\n                            Title:\n\n\n                         __________________________\n                         Michael Cardillo\n\n                         __________________________\n                         __________________________\n                         __________________________\n                         Address of Executive\n\n                          23\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-39665","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\/39665","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=39665"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=39665"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=39665"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=39665"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}