{"id":40137,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/non-employee-director-deferred-stock-and-deferred-compensation.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"non-employee-director-deferred-stock-and-deferred-compensation","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/non-employee-director-deferred-stock-and-deferred-compensation.html","title":{"rendered":"Non-Employee Director Deferred Stock and Deferred Compensation Plan &#8211; Aetna Inc."},"content":{"rendered":"<pre>                              AETNA INC.\n                NON-EMPLOYEE DIRECTOR DEFERRED STOCK\n                    AND DEFERRED COMPENSATION PLAN\n\nSECTION 1.   ESTABLISHMENT OF PLAN; PURPOSE.\n\n     The Plan is hereby established to permit Eligible Directors \nof the Company, in recognition of their contributions to the \nCompany, to receive Shares in the manner described below.  The \nPlan is intended to enable the Company to attract, retain and \nmotivate qualified Directors and to enhance the long-term \nmutuality of interest between Directors and stockholders of the \nCompany.\n\nSECTION 2.   DEFINITIONS.\n\n     When used in this Plan, the following terms shall have the \ndefinitions set forth in this Section:\n\n     'Accounts' shall mean an Eligible Director's Stock Unit \nAccount and Interest Account, as described in Section 8.\n\n     'Affiliate' shall mean an entity at least a majority of the \ntotal voting power of the then-outstanding voting securities of \nwhich is held, directly or indirectly, by the Company and\/or one \nor more other Affiliates.\n\n     'Board of Directors' shall mean the Board of Directors of the \nCompany.\n\n     'Committee' shall mean the Nominating and Corporate \nGovernance Committee of the Board of Directors or such other \ncommittee of the Board as the Board shall designate from time to \ntime.\n\n     'Company' shall mean Aetna Inc.\n\n     'Compensation' shall mean the annual retainer fees earned by \nan Eligible Director for service as a Director, the annual \nretainer fee, if any, earned by an Eligible Director for service \nas a member of a committee of the Board of Directors; and any fees \nearned by an Eligible Director for attendance at meetings of the \nBoard of Directors and any of its committees.\n\n     'Director' shall mean any member of the Board of Directors, \nwhether or not such member is an Eligible Director.\n\n     'Disability' shall mean an illness or injury that lasts at \nleast six months, is expected to be permanent and renders a \nDirector unable to carry out his\/her duties.\n\n     'Effective Date' shall mean the date, if any, on which the \nPlan is approved by the shareholders of Aetna Life and Casualty \nCompany and U.S. Healthcare, Inc. and the transactions \ncontemplated by the Merger Agreement are consummated.\n\n     'Eligible Director' shall mean a member of the Board of \nDirectors who is not an employee of the Company.\n\n     'Exchange Act' shall mean the Securities Exchange Act of \n1934, as amended.\n\n\n\n     'Fair Market Value' shall mean on any date, with respect to a \nShare of Common Stock, the closing price of a Share of Common \nStock as reported by the Consolidated Tape of New York Stock \nExchange Listed Shares on the next preceding date on which there \nwas such a trade.\n\n     'Government Service' shall mean the appointment or election \nof the Eligible Director to a position with the federal, state or \nlocal government or any political subdivision, agency or \ninstrumentality thereof.\n\n     'Grant' shall mean a grant of Units under Section 5.\n\n     'Interest Account' shall mean the bookkeeping account \nestablished to record the interests of an Eligible Director with \nrespect to deferred Compensation that is not deemed invested in \nUnits.\n\n     'Merger Agreement' shall mean the Agreement and Plan of \nMerger, dated as of March 30, 1996, among Aetna Life and Casualty \nCompany, U.S. Healthcare, Inc., the Company, Antelope Sub, Inc. \nand New Merger Corporation, as amended by Amendment No. 1 thereto \ndated as of May 30, 1996.\n\n     'Prior Plan' shall mean the Aetna Life and Casualty Company \nNon-Employee Director Deferred Stock and Deferred Compensation \nPlan.\n\n     'Retirement' shall mean termination of service as a Director \non account of the Company's mandatory Director retirement policy \nas may be in effect on the date of such termination of service.\n\n     'Shares' shall mean shares of Stock.\n\n     'Stock' shall mean the Common Stock, $.01 par value, of the \nCompany.\n\n     'Stock Unit Account' shall mean, with respect to an Eligible \nDirector who has elected to have deferred amounts deemed invested \nin Units, a bookkeeping account established to record such \nEligible Director's interest under the Plan related to such Units.\n\n     'Subsidiary' shall mean any entity of which the Company \npossesses directly or indirectly fifty percent (50%) or more of \nthe total combined voting power of all classes of stock of such \nentity.\n\n     'Unit' shall mean a contractual obligation of the Company to \ndeliver a Share or pay cash based on the Fair Market Value of a \nShare to an Eligible Director or the beneficiary or estate of such \nEligible Director as provided herein.\n\n     'Year of Service as a Director' shall mean a period of 12 \nmonths of service as a Director, measured from the effective date \nof a Grant.\n\nSECTION 3.   ADMINISTRATION.\n\n     The Plan shall be administered such that awards under the \nPlan shall be deemed to be exempt under\nRule 16b-3 of the Securities and Exchange Commission under the \nExchange Act ('Rule 16b-3'), as such Rule is in effect on the \nEffective Date of the Plan and as it may be subsequently amended \nfrom time to time.\n\n\n\nSECTION 4.   SHARES AUTHORIZED FOR ISSUANCE.\n\n     4.1.  Maximum Number of Shares.  The aggregate number of \nShares with respect to which Grants may be made to Eligible \nDirectors under the Plan shall not exceed 99,600 Shares, subject \nto adjustment as provided in Section 4.2 below.  If any Unit is \nsettled in cash or is forfeited without a distribution of Shares, \nthe Shares otherwise subject to such Unit shall again be available \nfor Grants hereunder.\n\n     4.2.  Adjustment for Corporate Transactions.  In the event \nthat any stock dividend, extraordinary cash dividend, \nrecapitalization, reorganization, merger, consolidation, split-up, \nspin-off, combination, exchange of shares, warrants or rights \noffering to purchase Stock at a price substantially below Fair \nMarket Value, or other similar event affects the Stock such that \nan adjustment is required to preserve, or to prevent enlargement \nof, the benefits or potential benefits made available under the \nPlan, then the Board of Directors shall adjust the number and kind \nof shares which thereafter may be awarded under the Plan and the \nnumber of Units that have been, or may be, granted under the Plan.\n\nSECTION 5.   UNIT GRANTS.\n\n     5.1.  Unit Awards.  Each Eligible Director (other than any \nEligible Director who has received an award under the Prior Plan) \nwho is first elected or appointed to the Board of Directors on or \nafter the Effective Date of the Plan shall be awarded 1,500 Units \non such date (or such other number of Units as the Board shall \ndetermine).  In addition, on the date of each Annual Meeting of \nShareholders of the Company occurring after 1996 and during the \nterm of the Plan an eligible Director serving as a Director on \nsuch date shall be awarded 350 Units (or such other number of \nUnits as the Board shall determine).\n\n     5.2.  Delivery of Shares.  Subject to satisfaction of the \napplicable vesting requirements set forth in Section 6 and except \nas otherwise provided in Section 7, all Shares that are subject to \nany Units shall be delivered to an Eligible Director and \ntransferred on the books of the Company on the date which is the \nfirst business day of the month immediately following the \ntermination of such Eligible Director's service as a Director.  \nNotwithstanding the foregoing, an Eligible Director may elect that \nall or a portion of his or her Units shall be payable in cash as \nsoon as practicable following the first business day of the month \nimmediately following the termination of such Eligible Director's \nservice as a Director.  Any fractional Shares to be delivered in \nrespect of Units shall be settled in cash based upon the Fair \nMarket Value on the date any whole Shares are transferred on the \nbooks of the Company to the Eligible Director or the Eligible \nDirector's beneficiary.  The amount of any cash payment shall be \ndetermined by multiplying the number of Units and the number of \nUnits subject to a cash payment election by the Fair Market Value \non the first business day of such month.  Upon the delivery of a \nShare (or cash with respect to a whole or fractional Share) \npursuant to the Plan, the corresponding Unit (or fraction thereof) \nshall be canceled and be of no further force or effect.\n\n     5.3.  Nontransferability.  Units may not be assigned or \ntransferred, in whole or in part, either directly or by operation \nof law (except in the event of an Eligible Director's death by \nwill or applicable laws of descent and distribution), including, \nbut not by way of limitation, by execution, levy, garnishment, \nattachment, pledge, bankruptcy or in any other manner, and no such \nright or interest of any Eligible Director in the Plan shall be \nsubject to any obligation or liability of such Eligible Director.\n\n\n\n     5.4.  Dividend Equivalents.  An Eligible Director shall have \nno rights as a shareholder of the Company with respect to any \nUnits until Shares are delivered to the Director pursuant to this \nSection 5 hereof; provided that, each Eligible Director shall have \nthe right to receive an amount equal to the dividend per Share for \nthe applicable dividend payment date (which, in the case of any \ndividend distributable in property other than Shares, shall be the \nper Share value of such dividend, as determined by the Company for \npurposes of income tax reporting) times the number of Units held \nby such Eligible Director on the record date for the payment of \nsuch dividend (a 'Dividend Equivalent').  Each Eligible Director \nmay elect, prior to any calendar year, whether the Dividend \nEquivalent is (i) payable in cash, on or as soon as practicable \nafter each date on which dividends are paid to shareholders with \nrespect to Shares; (ii) treated as reinvested in an additional \nnumber of Units determined by dividing (A) the cash amount of any \nsuch dividend by (B) the Fair Market Value on the related dividend \npayment date; or (iii) deferred and credited to the Eligible \nDirector's Interest Account pursuant to Section 8.4.\n\nSECTION 6.   VESTING.\n\n     6.1.  Service Requirements.  Except as otherwise provided in \nthis Section 6 or Section 7, an Eligible Director shall vest in \nhis or her Units as provided in this Section 6.1.  If an Eligible \nDirector terminates service prior to the completion of three Years \nof Service as a Director, the number of Shares to be delivered to \nsuch Eligible Director in respect of Units granted upon his or her \nelection to the Board shall equal the amount obtained by \nmultiplying 1,500 by a fraction, the numerator of which is the \nnumber of full months of service completed by such Director from \nthe applicable date of Grant and the denominator of which is 36.  \nIf an Eligible Director terminates service prior to the completion \nof three Years of Service as a Director, the number of Shares to \nbe delivered to such Eligible Director in respect of any annual \nGrant of Units made prior to 1996 shall equal the amount obtained \nby multiplying 200 by a fraction, the numerator of which is the \nnumber of full months of service completed by such Director from \nthe applicable date of Grant and the denominator of which is 36.  \nIf an Eligible Director terminates service prior to the completion \nof one Year of Service as a Director from the date of Grant with \nrespect to any annual grant of Units made after 1995, the number \nof Shares to be delivered to such Eligible Director in respect of \nsuch Grant shall equal the amount obtained by multiplying 350 by a \nfraction, the numerator of which is the number of full months of \nservice completed by such Director from the applicable date of \nGrant and the denominator of which is 12.  Notwithstanding the \nforegoing, and except as provided in Section 6.2, if the Eligible \nDirector terminates service by reason of his\/her death, \nDisability, Retirement, or acceptance of a position in Government \nService prior to the completion of the period of service required \nto be performed to fully vest in any Grant, all Shares that are \nthe subject of such Grant (or, if elected by the Eligible \nDirector, the value thereof in cash) shall be delivered to such \nEligible Director (or the Eligible Director's beneficiary or \nestate).\n\n     6.2.  Six Months' Minimum Service.  If an Eligible Director \nhas completed less than six consecutive months of service as a \nDirector, all Units held by such Eligible Director shall be \nimmediately forfeited.  If an Eligible Director has completed less \nthan six consecutive months of service from any date on which any \nannual Grant of Units is made, all Units held by such Eligible \nDirector that relate to such annual Grant shall be immediately \nforfeited; provided, however, that this sentence shall not apply \nto any annual Grant of Units made prior to 1996.\n\n\n\n     6.3.  Distribution on Death.  Except as provided in Section \n6.2, in the event of the death of an Eligible Director, the Shares \ncorresponding to such Units or, at the election of the Eligible \nDirector's beneficiary or estate, the value thereof in cash shall \nbe delivered to the beneficiary designated by the Eligible \nDirector on a form provided by the Company, or, in the absence of \nsuch designation, to the Eligible Director's estate.\n\nSECTION 7.   CHANGE IN CONTROL.\n\n     7.1.  Immediate Vesting.  Upon the occurrence of a Change in \nControl, each Eligible Director's right and interest in Units \nwhich have not previously vested under Section 6 shall become \nvested and nonforfeitable regardless of the period of the Eligible \nDirector's service since the date such Units were granted.\n\n     7.2.  Cash Settlement.  Upon the occurrence of a Change in \nControl, in lieu of delivering Shares with respect to the Units \nthen held by an Eligible Director, the Company shall pay such \nEligible Director, not later than 60 days after the Change in \nControl occurs, cash in an aggregate amount equal to the product \nof (i) the number of Shares that are subject to all Units credited \nto such Eligible Director at the time of the Change in Control \nmultiplied by (ii) the Fair Market Value on the date of the Change \nin Control.\n\n     7.3.  Definition.  'Change in Control' shall mean the \noccurrence of any of the following events:\n\n      (i)  When any 'person' as defined in Section 3(a)(9) of the \nSecurities Exchange Act of 1934, as amended (the 'Exchange Act') \nand as used in Sections 13(d) and 14(d) thereof, including a \n'group' as defined in Section 13(d) of the Exchange Act but \nexcluding the Company and any Subsidiary thereof and any employee \nbenefit plan sponsored or maintained by the Company or any \nSubsidiary (including any trustee of such plan acting as trustee), \ndirectly or indirectly, becomes the 'beneficial owner' (as defined \nin Rule 13d-3 under the Exchange Act, as amended from time to \ntime), of securities of the Company representing 20 percent or \nmore of the combined voting power of the Company's then \noutstanding securities;\n\n      (ii)  When, during any period of 24 consecutive months the \nindividuals who, at the beginning of such period, constitute the \nBoard (the 'Incumbent Directors') cease for any reason other than \ndeath to constitute at least a majority thereof, provided that a \nDirector who was not a Director at the beginning of such 24-month \nperiod shall be deemed to have satisfied such 24-month requirement \n(and be an Incumbent Director) if such Director was elected by, or \non the recommendation of or with the approval of, at least two-\nthirds of the Directors who then qualified as Incumbent Directors \neither actually (because they were directors at the beginning of \nsuch 24-month period) or by prior operation of this Paragraph \n(ii); or\n\n      (iii)  The occurrence of a transaction requiring stockholder \napproval for the acquisition of the Company by an entity other \nthan the Company or a Subsidiary through purchase of assets, or by \nmerger, or otherwise.\n\n\n\nSECTION 8.   DEFERRED COMPENSATION PROGRAM.\n\n     8.1.  Election to Defer.  On or before December 31 of any \ncalendar year, an Eligible Director may elect to defer receipt of \nall or any part of any Compensation payable in respect of the \ncalendar year following the year in which such election is made, \nand to have such amounts credited, in whole or in part, to a Stock \nUnit Account or an Interest Account.  Any person who shall become \nan Eligible Director during any calendar year may elect, not later \nthan the 30th day after his or her term as a Director begins, to \ndefer payment of all or any part of his or her Compensation \npayable for the portion of such calendar year following such \nelection.\n\n     8.2.  Method of Election.  A deferral election shall be made \nby written notice filed with the Corporate Secretary of the \nCompany.  Such election shall continue in effect (including with \nrespect to Compensation payable for subsequent calendar years) \nunless and until the Eligible Director revokes or modifies such \nelection by written notice filed with the Corporate Secretary of \nthe Company.  Any such revocation or modification of a deferral \nelection shall become effective as of the end of the calendar year \nin which such notice is given and only with respect to \nCompensation payable for services rendered thereafter; provided, \nhowever, that it shall in no event become effective if the \nmodification would cause liability under Section 16(b) of the \nExchange Act.  Amounts credited to the Eligible Director's Stock \nUnit Account prior to the effective date of any such revocation or \nmodification of a deferral election shall not be affected by such \nrevocation or modification and shall be distributed only in \naccordance with the otherwise applicable terms of the Plan.  An \nEligible Director who has revoked an election to participate in \nthe Plan may file a new election to defer Compensation payable for \nservices to be rendered in the calendar year following the year in \nwhich such election is filed.\n\n     8.3.  Investment Election.  At the time an Eligible Director \nelects to defer receipt of Compensation pursuant to Section 8.1, \nthe Eligible Director shall designate in writing the portion of \nsuch Compensation, stated as a whole percentage, to be credited to \nthe Interest Account (or such other account as may be established \nfrom time to time by the Committee) and the portion to be credited \nto the Stock Unit Account.  If an Eligible Director fails to \nnotify the Corporate Secretary as to how to allocate any \nCompensation between the Accounts, 100% of such Compensation shall \nbe credited to the Interest Account.  By written notice to the \nCorporate Secretary of the Company, an Eligible Director may \nchange the manner in which the Compensation payable with respect \nto services rendered after the end of such calendar year are \nallocated among the Accounts, provided that any such election \nshall not be effective if the change would cause liability under \nSection 16(b) of the Exchange Act.\n\n     8.4.  Dividend Equivalents.  In addition to the deferral of \nCompensation permitted under Section 8.1, an Eligible Director may \nelect, in the manner and at the time described in Section 5.4, to \nhave Dividend Equivalents payable in respect of his or her Units \ncredited to his or her Interest Account in the manner and at the \ntime described in such Section 5.4.\n\n     8.5.  Interest Account.  Any Compensation allocated to the \nInterest Account shall be credited to the Interest Account as of \nthe date such Fees would have been paid to the Eligible Director.  \nAny amounts credited to the Interest Account shall be credited \nwith interest at the same rate and in the manner in which interest \nis credited under the Fixed \n\n\n\nInvestment Fund (or, if such fund no longer exists, the fund with \nthe investment criteria most clearly comparable to that of such \nFund) under the Aetna Inc. Incentive Savings Plan (or any \nsuccessor thereto).\n\n     8.6.  Stock Unit Account.  Any Compensation allocated to the \nStock Unit Account shall be deemed to be invested in a number of \nUnits equal to the quotient of (i) such Compensation divided by \n(ii) the Fair Market Value on the date the Fees then being \nallocated to the Stock Unit Account would otherwise have been \npaid.  Fractional Units shall be credited, but shall be rounded to \nthe nearest hundredth percentile, with amounts equal to or greater \nthan .005 rounded up and amounts less than .005 rounded down.  \nWhenever a dividend other than a dividend payable in the form of \nShares is declared with respect to the Shares, the number of Units \nin the Eligible Director's Stock Unit Account shall be increased \nby the number of Units determined by dividing (i) the product of \n(A) the number of Units in the Eligible Director's Stock Unit \nAccount on the related dividend record date, and (B) the amount of \nany cash dividend declared by the Company on a Share (or, in the \ncase of any dividend distributable in property other than Shares, \nthe per share value of such dividend, as determined by the Company \nfor purposes of income tax reporting), by (ii) the Fair Market \nValue on the related dividend payment date.  In the case of any \ndividend declared on Shares which is payable in Shares, the \nEligible Director's Stock Unit Account shall be increased by the \nnumber of Units equal to the product of (i) the number of Units \ncredited to the Eligible Director's Stock Unit Account on the \nrelated dividend record date, and (ii) the number of Shares \n(including any fraction thereof) distributable as a dividend on a \nShare.  In the event of any stock split, stock dividend, \nrecapitalization, reorganization or other corporate transaction \naffecting the capital structure of the Company, the Committee \nshall make such adjustments to the number of Units credited to \neach Eligible Director's Stock Unit Account as the Committee shall \ndeem necessary or appropriate to prevent the dilution or \nenlargement of such Eligible Director's rights.\n\n     8.7.  Distribution Election.  At the time an Eligible \nDirector makes a deferral election pursuant to Section 8.1, the \nEligible Director shall also file with the Corporate Secretary of \nthe Company a written election (a 'Distribution Election') with \nrespect to whether: \n\n      (i)  the aggregate amount, if any, credited to the Interest \nAccount at any time and the value of any Units credited to the \nStock Unit Account shall be distributed in cash, in Shares or in a \ncombination thereof at the election of the Director;\n\n      (ii)  such distribution shall commence as soon as \npracticable following the first business day of the calendar month \nfollowing the date the Eligible Director ceases to be a Director \nor on the first business day of any calendar year following the \ncalendar year in which the Eligible Director ceases to be a \nDirector, and\n\n      (iii)  such distribution shall be in one lump sum payment or \nin such number of annual installments (not to exceed ten) as the \nEligible Director may designate.\n\n\n\n     The amount of any installment payment shall be determined by \nmultiplying the amount credited to the Accounts of an Eligible \nDirector immediately prior to the distribution by a fraction, the \nnumerator of which is one and the denominator of which is the \nnumber of installments (including the current installment) \nremaining to be paid.  An Eligible Director may at any time, and \nfrom time to time, change any Distribution Election applicable to \nhis or her Accounts, provided that no election to change the \ntiming of any final distribution shall be effective unless it is \nmade in writing and received by the Corporate Secretary of the \nCompany at least one full calendar year prior to the time at which \nthe Eligible Director ceases to be a director.\n\n     8.8.  Financial Hardship Withdrawal.  Any Eligible Director \nmay, after submission of a written request to the Corporate \nSecretary of the Company and such written evidence of the Eligible \nDirector's financial condition as the Committee may reasonably \nrequest, withdraw from his Interest Account up to such amount as \nthe Committee shall determine to be necessary to alleviate the \nEligible Director's financial hardship.\n\n     8.9.  Timing and Form of Distributions.  Any distribution to \nbe made hereunder, whether in the form of a lump sum payment or \ninstallments, following the termination of an Eligible Director's \nservice as a Director shall commence in accordance with the \nDistribution Election made by the Eligible Director pursuant to \nSection 8.7. If an Eligible Director fails to specify a form of \npayment for a distribution in accordance with Section 8.7, the \ndistribution from the Interest Account shall be made in cash and \nthe distribution from the Stock Unit Account shall be made in \nShares.  If an Eligible Director fails to specify in accordance \nwith Section 8.7 a commencement date for a distribution or whether \nsuch distribution shall be made in a lump sum payment or a number \nof installments, such distribution shall be made in a lump sum \npayment and commence on the first business day of the month \nimmediately following the date on which the Eligible Director \nceases to be a Director.  In the case of any distribution being \nmade in annual installments, each installment after the first \ninstallment shall be paid on the first business day of each \nsubsequent calendar year, or as soon as practical thereafter, \nuntil the entire amount subject to such Distribution Election \nshall have been paid.\n\n     8.10.  Effect on Prior Plan.  Subject to the approval of the \nCompany's shareholders and the shareholders of Aetna Life and \nCasualty Company and U.S. Healthcare, Inc., upon the consummation \nof the transactions contemplated by the Merger Agreement, the \namounts standing to the credit of each Eligible Director under the \nPrior Plan shall be transferred to the Plan and credited to the \nEligible Director's Interest and\/or Stock Unit Accounts, as \napplicable.  Any elections in effect under such Prior Plan shall \nbe deemed to be an election made pursuant to and in accordance \nwith the terms of this Section 8 unless and until the Eligible \nDirector elects to change such elections in accordance with the \nprovisions of this Section 8.\n\n\n\nSECTION 9.   UNFUNDED STATUS.\n\n     The Company shall be under no obligation to establish a fund \nor reserve in order to pay the benefits under the Plan.  A Unit \nrepresents a contractual obligation of the Company to deliver \nShares or pay cash to a Director as provided herein.  The Company \nhas not segregated or earmarked any Shares or any of the Company's \nassets for the benefit of a Director or his\/her beneficiary or \nestate, and the Plan does not, and shall not be construed to, \nrequire the Company to do so.  The Director and his\/her \nbeneficiary or estate shall have only an unsecured, contractual \nright against the Company with respect to any Units granted or \namounts credited to a Director's Accounts hereunder, and such \nright shall not be deemed superior to the right of any other \ncreditor.  Units shall not be deemed to constitute options or \nrights to purchase Stock.\n\nSECTION 10.   AMENDMENT AND TERMINATION.\n\n     The Plan may be amended at any time by the Board of \nDirectors, provided that, except as provided in Section 4.2, the \nBoard of Directors may not, without approval of the shareholders \nof the Company: (i) modify the number of Shares with respect to \nwhich Units may be awarded under the Plan; (ii) modify the vesting \nrequirements established under Section 6 or Section 7; or (iii) \notherwise change the times at which, or the period within which, \nShares may be delivered under the Plan.  The Plan shall terminate \non April 30, 2001, except with respect to previously awarded \nGrants and amounts credited to the Accounts of Directors.  \nNotwithstanding the foregoing, no termination of the Plan shall \nmaterially and adversely affect any rights of any Director under \nany Grant made pursuant to the Plan.  Unless the Board otherwise \nspecifies at the time of such termination, a termination of the \nPlan will not result in the distribution of the amounts credited \nto an Eligible Director's Accounts.\n\nSECTION 11.   GENERAL PROVISIONS.\n\n     11.1.  No Right to Serve as a Director.  This Plan shall not \nimpose any obligations on the Company to retain any Eligible \nDirector as a Director nor shall it impose any obligation on the \npart of any Eligible Director to remain as a Director of the \nCompany.\n\n     11.2.  Construction of the Plan.  The validity, construction, \ninterpretation, administration and effect of the Plan, and the \nrights relating to the Plan, shall be determined solely in \naccordance with the laws of the State of Connecticut.\n\n     11.3.  No Right to Particular Assets.  Nothing contained in \nthis Plan and no action taken pursuant to this Plan shall create \nor be construed to create a trust of any kind or any fiduciary \nrelationship between the Company and any Eligible Director, the \nexecutor, administrator or other personal representative or \ndesignated beneficiary of such Eligible Director, or any other \npersons.  Any reserves that may be established by the Company in \nconnection with Units granted under this Plan shall continue to be \ntreated as the assets of the Company for federal income tax \npurposes and remain subject to the claims of the Company's \ncreditors.  To the extent that any Eligible Director or the \nexecutor, administrator, or other personal representative of such \nEligible Director, acquires a right to receive any payment from \nthe Company pursuant to this Plan, such right shall be no greater \nthan the right of an unsecured general creditor of the Company.\n\n\n\n     11.4.  Listing of Shares and Related Matters.  If at any time \nthe Board of Directors shall determine in its discretion that the \nlisting, registration or qualification of the Shares covered by \nthis Plan upon any national securities exchange or under any state \nor federal law, or the consent or approval of any governmental \nregulatory body, is necessary or desirable as a condition of, or \nin connection with, the delivery of Shares under this Plan, no \nShares will be delivered unless and until such listing, \nregistration, qualification, consent or approval shall have been \neffected or obtained, or otherwise provided for, free of any \nconditions not acceptable to the Board of Directors.\n\n     11.5.  Severability of Provisions.  If any provision of this \nPlan shall be held invalid or unenforceable, such invalidity or \nunenforceability shall not affect any other provisions hereof, and \nthis Plan shall be construed and enforced as if such provision had \nnot been included.\n\n     11.6.  Incapacity.  Any benefit payable to or for the benefit \nof a minor, an incompetent person or other person incapable of \nreceipting therefor shall be deemed paid when paid to such \nperson's guardian or to the party providing or reasonably \nappearing to provide for the care of such person, and such payment \nshall fully discharge any liability or obligation of the Board of \nDirectors, the Company and all other parties with respect thereto.\n\n     11.7.  Headings and Captions.  The headings and captions \nherein are provided for reference and convenience only, shall not \nbe considered part of this Plan, and shall not be employed in the \nconstruction of this Plan.\n\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":[9539,9542],"class_list":["post-40137","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__deferred"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/40137","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=40137"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=40137"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=40137"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=40137"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}