Exhibit 10.18
Amendment No. 2 to Employment
Agreement
Amendment
Number 2 to the Amended and Restated Employment Agreement dated as
of December 5, 2003 (the “Employment Agreement”) as
further amended on January 27, 2006, by and between Aetna Inc.
(“Aetna”), a Pennsylvania corporation and Ronald A.
Williams (“Executive”).
Whereas, Aetna and Executive have previously entered into
the Employment Agreement;
Whereas, the Employment Agreement was amended on January
27, 2006 (“Amendment Number 1”);
Whereas, Aetna and Executive wish to further amend the
Employment Agreement to comply with Section 409A of the Internal
Revenue Code of 1986 and the regulations issued thereunder, as
amended from time to time (“Section 409A”);
Now,
Therefore, the Employment
Agreement is further amended effective December 31, 2008, as
follows:
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Section 2.02(a)
is amended to add the following sentence at the end
thereof: “All bonuses shall be paid no later than
March 15th of the calendar year immediately following the year to
which such bonuses relate.”
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Section 2.03(c)
is amended to add the following sentence at the end
thereof: “Notwithstanding the foregoing sentence,
the parties agree that Executive is not entitled to any vested
benefit under his prior employer’s defined benefit plan and
therefore no offset shall be applied.”
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Section 2.03(d)
is amended to delete the last sentence thereof and replace it with
the following sentence: “The Pension Benefit shall
be payable in the form and at the times provided, from time to
time, in the Retirement Plan and the Supplemental Pension Benefit
Plan, as applicable.”
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Section
3.02(b)(i) is amended to add the following sentence at the end
thereof:
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“The
payment date with respect to restricted stock units (RSUs) shall be
the vesting date, provided, however, that to the extent any Award
constitutes ‘deferred compensation’ within the meaning
of Section 409A, such Award shall vest as provided herein but
payment shall not accelerate unless the Change in Control would
also be treated as having resulted in the occurrence of a
‘change in control event’ as such term is defined in
Treasury Regulation Section 1.409A-3(i)(5)(i) (a “409A
Change in Control”).”
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Section
3.02(b)(ii) is amended to add the following at the end of the last
sentence thereof: “, including the last sentence
thereof”.
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Section 3.03(y)
is amended to add the following phrase at the end
thereof: “, provided that a Change in
Control must occur within six (6) months following the Qualifying
Event for this Section 3.03(y) to be applicable.
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Section 3.03(a)
is amended to (i) delete the words “as soon as
practicable”; (ii) add the following phrase after the words
“document business expenses”: “,
payable in accordance with the Company’s payroll practice or
applicable plan, policy or program”; and (iii) add the
following phrase after the words “(the “Pro-Rata Bonus
Amount”)”: “, payable on the sixtieth
(60th) day following the Qualifying Event.”.
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Section 3.03(b)
is amended to delete the words “as soon as practicable a lump
sum amount”.
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Section 3.03 is
amended to add a new paragraph (d) as follows:
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“(d) Notwithstanding the
foregoing:
(i) if the
Qualifying Event occurs after a Change in Control and such Change
in Control is also a 409A Change in Control, then (A) the amounts
provided in Section 3.04(b)(i) shall be paid in a lump sum amount
on the sixtieth (60th) day following the Qualifying Event (and
subject to the Delay Period, if applicable) and (B) the excess of
the amounts provided in Section 3.03(b)(i) and (ii) over the
amounts provided in Section 3.04(b)(i) shall be paid in a lump sum
amount on the date that is six (6) months and one (1) day following
the Qualifying Event;
(ii) if the
Qualifying Event occurs after a Change in Control and such Change
in Control is not a 409A Change in Control, then (A) the amounts
provided in Section 3.04(b)(i) shall be paid in accordance with
such Section 3.04(b)(i), (B) the excess of the amounts provided in
Section 3.03(b)(i) and (ii) over the amounts provided in Section
3.04(b)(i) shall be paid in a lump sum amount on the date that is
six (6) months and one (1) day following the Qualifying Event and
(C) all other benefits and payments provided in Section 3.04(b)
shall be paid or provided in accordance with such Section 3.04(b)
and any excess of benefits and payments provided in Section 3.03
shall be paid or provided in accordance with such Section
3.03;
(iii) If a Contemplation
of a Change in Control is applicable and a Change in Control occurs
after a Qualifying Event (whether or not such Change in Control is
also a 409A Change in Control), then (A) the amounts provided in
Section 3.04(b)(i) shall continue to be paid
in accordance
with such Section 3.04
