Exhibit 10.23
Amendment No. 1 to Employment
Agreement
Reference is
made to the letter agreement by and between Aetna Inc. (the
“Company”), a Pennsylvania corporation, and Joseph M.
Zubretsky (“Executive” or “you”), dated as
of January 25, 2007 (the “Agreement”).
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 17, 2008, as
follows:
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The second
paragraph on page 3 (regarding the Deferred Compensation Account)
is amended by replacing the last sentence thereof with the
following two sentences:
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“The
vested amount will be paid to you in a lump sum six (6) months
following your termination of employment with the
Company. The Deferred Compensation Account will be
governed by the terms of the Aetna Inc. Deferred Compensation
Program (or the successor thereto), as it may be amended from time
to time.”
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The third
paragraph on page 4 (which continues onto the top of page 5) is
amended to read as follows:
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the following
language is added to the first sentence
thereof: “;provided that such release shall be
signed and returned to the Company not later than 60 days following
termination of employment and provided further that any payment
required hereunder shall not begin until the end of such 60-day
period (subject to any applicable further delay imposed by
paragraph 8 of Amendment No. 1).”
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the following
language is added as a new sentence after the end of the third
sentence thereof: “The right to installment
payments described above with respect to salary continuation and
target bonus payable following an involuntary termination of
employment, shall be treated as a right to a series of separate
payments under Section 409A.”
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the following
language is added at the end of such paragraph:
“Notwithstanding the foregoing, upon your
“disability” (within the meaning of Section 409A), your
RSUs will immediately vest and be paid; provided that, with respect
to your RSUs, an involuntary termination of employment due to
a
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disability that
does not satisfy the Section 409A definition of disability will be
treated as an involuntary termination without Cause, as described
above.”
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Exhibit A is
amended to delete the last sentence of Section 2(b) thereof and to
replace it with the following sentence:
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“In the
event that the Payments are subject to reduction hereunder, the
Company will reduce first the salary continuation
