Amended and restated
9/26/2003
Restated
3/11/2005
Restated
2/17/2006
Amended
12/5/08
Restated to reflect 2-for-one
Stock Split effective 3/11/05 & 2/17/06
AETNA INC.
2002 STOCK INCENTIVE
PLAN
The purposes of this Plan are to promote the
interests of the Company and its shareholders, and further align
the interests of shareholders and Participants by:
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motivating
Participants through Awards tied to total return to shareholders
(i.e., stock price appreciation and
dividends);
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attracting and
retaining outstanding individuals as Participants;
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enabling
Participants to acquire additional equity interests in the Company;
and
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providing
compensation opportunities dependent upon the Company's performance
relative to its competitors and changes in its own performance over
time.
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" AFFILIATE " shall mean any corporation
or other entity (other than the Company or one of its Subsidiaries)
in which the Company directly or indirectly owns at least twenty
percent (20%) of the combined voting power of all classes of stock
of such entity or at least twenty percent (20%) of the ownership
interests in such entity.
“ AWARD ” shall mean any
grant or award under the Plan, as evidenced in a written document
delivered to a Participant as provided in Section 12(b).
“ BOARD ” shall mean the
Board of Directors of the Company.
“ CAUSE ” shall mean (i) the
willful failure by the Participant to perform substantially the
Participants duties as an employee of the Company (other than due
to physical or mental illness) after reasonable notice to the
Participant, (ii) the Participants engaging in serious misconduct
that is injurious to the Company, any Subsidiary or any Affiliate,
(iii) the Participants having been convicted of, or entered a plea
of nolo contendere to, a crime that constitutes a felony, (iv) the
breach by the Participant of any written covenant or agreement not
to compete with the Company, any Subsidiary or any Affiliate or (v)
the breach by the Participant of his or her duty of loyalty to the
Company which shall include, without limitation, (A) the disclosure
by the Participant of any confidential information pertaining to
the Company, any Subsidiary or any Affiliate, (B) the harmful
interference by the Participant in the business or operations of
the Company, any Subsidiary or any Affiliate, (C) any attempt by
the Participant directly or indirectly to induce any employee,
insurance agent, insurance broker or broker-dealer of the Company,
any Subsidiary or any Affiliate to be employed or perform services
elsewhere, (D) any attempt by the Participant
directly or indirectly to solicit the trade of
any customer or supplier, or prospective customer or supplier, of
the Company or (E) any breach or violation of the Companys Code of
Conduct.
“ CODE ” shall mean the
Internal Revenue Code of 1986, as amended, and the regulations
thereunder.
“ COMMITTEE ” shall mean a
committee of the Board as may be designated by the Board to
administer the Plan.
“ COMMON STOCK ” shall mean
the common stock, $.01 par value, of the Company.
“ COMPANY ” shall mean Aetna
Inc., a Pennsylvania corporation.
“ ELIGIBLE EMPLOYEE ” shall
mean each employee of the Company, its Subsidiaries or its
Affiliates, but shall not include directors who are not employees
of such entities and Executive Officers of the
Company. Any individual the Company designates as, or
otherwise determines to be, an independent contractor shall not be
considered an Eligible Employee, and such designation or
determination shall govern regardless of whether such individual is
ultimately determined to be an employee pursuant to the Code or any
other applicable law.
“ EMPLOYMENT ” shall mean,
for purposes of determining whether a termination of employment has
occurred under the Plan, continuous and regular salaried employment
with the Company, a Subsidiary or an Affiliate, which shall include
(unless the Committee shall otherwise determine) any period of
vacation, any approved leave of absence or any salary continuation
or severance pay period and, at the discretion of the Committee,
may include service with any former Subsidiary or Affiliate of the
Company. For this purpose, regular salaried employment means
scheduled employment of at least 20 hours per week.
“ EXCHANGE ACT ” shall mean
the Securities Exchange Act of 1934, as amended from time to
time.
“ EXECUTIVE OFFICER ” shall
mean those persons who are officers of the Company within the
meaning of Rule 16a-l(f) of the Exchange Act.
“ FAIR MARKET VALUE ” shall
mean on any date, with respect to a share of Common Stock, the
closing price of a share of Common Stock as reported by the
Consolidated Tape of New York Stock Exchange Listed Shares on such
date, or, if no shares were traded on such Exchange on such date,
on the next date on which the Common Stock is traded.
“ FUNDAMENTAL CORPORATE EVENT
” shall mean any stock dividend, extraordinary cash dividend,
recapitalization, reorganization, merger, consolidation, split-up,
spin-off, combination, exchange of shares, offering to purchase
Common Stock at a price substantially below fair market value, or
other similar event.
“ INCENTIVE STOCK ” shall
mean an Award of Common Stock granted under Section 7 which may
become vested and nonforfeitable upon the passage of time and/or
the attainment, in whole or in part, of performance objectives
determined by the Committee.
“ INCENTIVE STOCK OPTION ”
shall mean an option which is intended to meet the requirements of
Section 422 of the Code.
“ INCENTIVE UNIT ” shall mean
an Award of a contractual right granted under Section 7 to receive
Common Stock (or, at the discretion of the Committee, cash based on
the Fair Market Value of the Common Stock) which may become vested
and nonforfeitable upon either the
passage of time and/or the attainment, in
whole or in part, of performance objectives determined by the
Committee.
“ NONSTATUTORY STOCK OPTION ”
shall mean an Option which is not intended to be an Incentive Stock
Option.
“ OPTION ” shall mean the
right granted under Section 5 to purchase the number of shares of
Common Stock specified by the Committee, at a price and for the
term fixed by the Committee in accordance with the Plan and subject
to any other limitations and restrictions as this Plan and the
Committee shall impose, and shall include both Incentive Stock
Options and Nonstatutory Stock Options.
“ OTHER STOCK-BASED AWARD ”
shall mean any right granted under Section 8.
“ PARTICIPANT ” shall mean an
Eligible Employee who is selected by the Committee to receive an
Award under the Plan and Substitute Award as contemplated under
Section 4(c).
“ PLAN ” shall mean the Aetna
Inc. 2002 Stock Incentive Plan, described herein, and as may be
amended from time to time.
“ RESTRICTED PERIOD ” shall
mean the period during which a grant of Incentive Stock or
Incentive Units is subject to forfeiture.
“SECTION 409A”
shall mean Section 409A of the Code
and the regulations issued thereunder, as may be amended from time
to time.
“ STOCK APPRECIATION RIGHT ”
shall mean a right granted under Section 6.
“ SUBSIDIARY ” shall mean any
entity of which the Company possesses directly or indirectly fifty
percent (50%) or more of the total combined voting power of all
classes of stock of such entity.
" SUBSTITUTE
AWARDS " shall mean Awards granted in assumption of, or in
substitution for, outstanding awards previously granted by a
company acquired by the Company or with which the Company
combines.
SECTION
3. ADMINISTRATION.
The Plan shall be administered by the Committee.
The Committee shall have the responsibility of construing and
interpreting the Plan and of establishing and amending such rules
and regulations as it deems necessary or desirable for the proper
administration of the Plan. Any decision or action taken or to be
taken by the Committee, arising out of or in connection with the
construction, administration, interpretation and effect of the Plan
and of its rules and regulations, shall, to the maximum extent
permitted by applicable law, be within its absolute discretion
(except as otherwise specifically provided herein) and shall be
conclusive and binding upon all Participants and any person
claiming under or through any Participant.
Subject to the terms of the Plan and applicable
law, and in addition to other express powers and authorizations
conferred on the Committee by the Plan, the Committee shall have
full power and authority to: (i) designate Participants; (ii)
determine the type or types of Awards, if any, to be granted to an
Eligible Employee: (iii) determine the number of shares of Common
Stock to be covered by, or with respect to which payments, rights,
or other matters are to be calculated in connection with, Awards: (iv)
determine the terms and conditions of any Award: (v) determine
whether, to what extent, and under what circumstances Awards may be
settled or exercised in
cash, Common
Stock, other securities, other Awards or other property, or
canceled, forfeited, or suspended and the method or methods by
which Awards may be settled, exercised, canceled, forfeited, or
suspended; (vi) determine whether, to what extent, and under what
circumstances, cash, Common Stock, other securities, other Awards,
other property, and other amounts payable with respect to an Award
shall be deferred either automatically or at the election of the
holder thereof or of the Committee: (vii) interpret and administer
the Plan and any instrument or agreement relating to, or Award made
under, the Plan; (viii) establish, amend, suspend, or waive such
rules and regulations and appoint such agents as it shall deem
appropriate for the proper administration of the Plan: and (ix)
make any other determination and take any other action that the
Committee deems necessary or desirable for the administration of
the Plan (including authorizing another Committee of the Company to
designate Participants or make Awards under the Plan within limits
prescribed by the Committee).
SECTION
4. SHARES
AVAILABLE FOR AWARDS.
(a) Shares Available for
Issuance . The maximum number of shares of Common Stock in
respect of which Awards may be made under the Plan shall be a total
of 7,500,000 shares of Common Stock. Shares of Common
Stock may be made available from the authorized but unissued shares
of the Company or from shares held in the Companys treasury and not
reserved for some other purpose. In the event that any Award is
paid solely in cash, no shares shall be deducted from the number of
shares available for issuance by reason of such Award. Shares of
Common Stock subject to Awards that are forfeited, terminated,
canceled or settled without the delivery of Common Stock under the
Plan will again be available for Awards under the Plan.
(As of 3/11/2005 the remaining shares available for issuance
were adjusted to reflect the Company’s 2-for-one stock
split.) (As of 2/17/06 the remaining shares
available for issuance were adjusted to reflect the Company’s
2-for-one stock split.)
(b) Adjustment for Corporate
Transactions . In the event that the Committee shall
determine that any Fundamental Corporate Event affects the Common
Stock such that an adjustment is required to preserve, or to
prevent enlargement of, the benefits or potential benefits made
available under this Plan, then the Committee shall, in such manner
as the Committee may deem equitable, adjust any or all of (i) the
number and kind of shares which thereafter may be awarded or
optioned and sold or made the subject of Awards under the Plan,
(ii) the number and kinds of shares subject to outstanding Awards
and (iii) the grant, exercise or conversion price with respect to
any of the foregoing. Additionally, the Committee may make
provisions for a cash payment to a Participant or a person who has
an outstanding Award; to the extent such an Award constitutes
“deferred compensation” within the meaning of Section
409A, no such provision shall change th
