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Exhibit 10.21
Amendment No. 1 to Employment
Agreement
Amendment
Number 1 to the Employment Agreement dated as of July 24, 2007 (the
“Agreement”) by and between Aetna Inc.
(“Aetna”), a Pennsylvania corporation and Mark T.
Bertolini (“Executive”).
WHEREAS, Aetna and Executive have previously entered into
the Agreement;
WHEREAS, Aetna and Executive wish to amend the Agreement
to comply with Section 409A of the Internal Revenue Code of 1986
and the regulations issued thereunder (“Section
409A”);
NOW,
THEREFORE , the Agreement
is hereby amended effective December 31, 2008, as
follows:
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Section
3.02(b)(i) is amended to add the following additional language at
the end thereof: “To the extent that any Award
constitutes ‘deferred compensation’ within the meaning
of Section 409A, such Award shall vest as herein provided upon a
change in control, but payment under the applicable award agreement
shall not accelerate unless the change in control also satisfies
the broadest definition of change in control permitted under
Section 409A.”
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Section 3.02(c)
is amended to add the following sentence at the end
thereof: “To the extent that any Award constitutes
‘deferred compensation’ within the meaning of Section
409A, such Award shall vest as herein provided upon the
Executive’s Disability, but payment under the applicable
award agreement shall not accelerate unless the Disability also
satisfies the broadest definition of disability permitted under
Section 409A.”
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Exhibit B is
amended to delete the last sentence of Section 2(b) thereof and to
replace it with the following sentence: “In the
event that the Payments are subject to reduction hereunder, the
Company will reduce first the Payments made under Section
3.03(b)(i) and then, if necessary, will reduce other Payments
pro-rata.”
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Exhibit B is
further amended to add the following sentence at the end of Section
2(c)
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