Exhibit 10.13
Adopted on
September 29, 2000
Amended on January 25,
2002
Restated on March 11, 2005 as
a
result of two-for-one stock
split
Amended on December 2,
2005
Restated on February 17,
2006
as a result of
two-for-one
stock split
Amended on January 26,
2007
Corrected March 30, 2007
Amended December 5, 2008
AETNA INC.
NON-EMPLOYEE DIRECTOR
COMPENSATION PLAN
SECTION
1. ESTABLISHMENT OF PLAN;
PURPOSE.
The Plan is hereby established to permit
Eligible Directors of the Company, in recognition of their
contributions to the Company, to receive Shares in the manner
described below. The Plan is intended to enable the
Company to attract, retain and motivate qualified Directors and to
enhance the long-term mutuality of interest between Directors and
stockholders of the Company.
SECTION
2. DEFINITIONS.
When used in this Plan, the following terms
shall have the definitions set forth in this Section:
“ Accounts ” shall mean an
Eligible Director’s Stock Unit Account and Interest Account,
as described in Section 9.
“ 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.
“ Board of Directors ” shall
mean the Board of Directors of the Company.
“ Code ” shall mean the
Internal Revenue Code of 1986, as amended, and the regulations
thereunder.
“ Committee ” shall mean the
Nominating and Corporate Governance Committee of the Board of
Directors or such other committee of the Board as the Board shall
designate from time to time.
“ Company ” shall mean Aetna
U.S. Healthcare Inc., a Pennsylvania
corporation. Following consummation of the transactions
contemplated by the Merger Agreement, Aetna U.S. Healthcare Inc.
will change its name to Aetna Inc.
“ Compensation ” shall mean
the annual retainer fees earned by an Eligible Director for service
as a Director, the annual retainer fee, if any, earned by an
Eligible Director for service as a member of a committee of the
Board of Directors; and any fees earned by an Eligible Director for
attendance at meetings of the Board of Directors and any of its
committees.
“ Director ” shall mean any
member of the Board of Directors, whether or not such member is an
Eligible Director.
“ Disability ” shall mean an
illness or injury that lasts at least six months, is expected to be
permanent and renders a Director unable to carry out his/her
duties.
“ Effective Date ” shall mean
the date on which the transactions contemplated by the Merger
Agreement are consummated.
“ Eligible Director ” shall
mean a member of the Board of Directors who is not an employee of
the Company.
“ Exchange Act ” shall mean
the Securities Exchange Act of 1934, as amended.
“ Fair Market Value ” shall
mean on any date, with respect to a Share, the closing price of a
Share as reported by the Consolidated Tape of the 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.
“ Government Service ” shall
mean the appointment or election of the Eligible Director to a
position with the federal, state or local government or any
political subdivision, agency or instrumentality
thereof.
“ Grant ” shall mean a grant
of Units under Section 5, Options under Section 7 and Other Stock
Based Awards under Section 12.
“ Interest Account ” shall
mean the bookkeeping account established to record the interests of
an Eligible Director with respect to deferred Compensation that is
not deemed invested in Units.
“ Merger Agreement ”
shall mean the Agreement and Plan of Restructuring and Merger among
ING America Insurance Holdings, Inc., ANB Acquisition Corp., the
Former Parent and for limited purposes only, ING Groep N.V., dated
as of July 19, 2000.
“ Option ” shall mean the
right granted under Section 7 to purchase the number of shares of
Stock specified by the Board of Directors, at a price and for the
term fixed by the Board of Directors in accordance with the Plan
and subject to any other limitations and restrictions as this Plan
and the Board of Directors shall impose, which such option is not
intended to qualify as an “incentive stock option”
under Section 422 of the Code.
“ Other Stock Based Awards ”
means any right granted under Section 12.
“ Prior Plan ” shall mean the
Aetna Inc. Non-Employee Director Deferred Stock and Deferred
Compensation Plan.
“ Retirement ” shall mean (i)
with respect to Units outstanding on January 26, 2007 and (ii) with
respect to Units issued after January 26, 2007, termination of
service as a Director on or after age 72.
“ Section 409A ” shall mean
Section 409A of the Code and the regulations issued thereunder, as
amended from time to time.
“ Shares ” shall mean shares
of Stock.
“ Stock ” shall mean the
Common Shares, $.01 par value, of the Company.
“ Stock Unit Account ” shall
mean, with respect to an Eligible Director who has elected to have
deferred amounts deemed invested in Units, a bookkeeping account
established to record such Eligible Director’s interest under
the Plan related to such Units.
“ 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.
“ Unit ” shall mean a
contractual obligation of the Company to deliver a Share or pay
cash based on the Fair Market Value of a Share to an Eligible
Director or the beneficiary or estate of such Eligible Director as
provided herein.
“ Year of Service as a Director
” shall mean a period of 12 months of service as a Director,
measured from the effective date of a Unit.
SECTION
3. ADMINISTRATION.
The Plan shall be administered by the Board of
Directors. The Board of Directors 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 Board of Directors, 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 Eligible Directors and any person claiming under or
through any Eligible Director.
Subject to the terms of the Plan and applicable
law, and in addition to other express powers and authorizations
conferred on the Board of Directors by the Plan, the Board of
Directors shall have full power and authority to: (i) determine the
number of Shares to be covered by, or with respect to which
payments, rights, or other matters are to be calculated in
connection with, Units and Options; (ii) determine the terms and
conditions of any Option; (iii) interpret and administer the Plan
and any instrument or agreement relating to, or Grant made under,
the Plan; (iv) 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 (v) make any other
determination and take any other action that the Board of Directors
deems necessary or desirable for the administration of the
Plan.
The Plan shall be administered such that awards
under the Plan shall be deemed to be exempt under Rule 16b-3 of the
Securities and Exchange Commission under the Exchange Act
(“Rule 16b-3”), as such Rule is in effect on the
Effective Date of the Plan and as it may be subsequently amended
from time to time.
SECTION
4. SHARES AUTHORIZED FOR
ISSUANCE.
4.1
Maximum Number of Shares. The aggregate number
of Shares with respect to which Grants may be awarded to Eligible
Directors under the Plan shall not exceed 250,000 Shares, subject
to adjustment as provided in Section 4.2 below, plus that number of
Shares equal to the aggregate number of Shares credited to each
Eligible Director’s Stock Unit Account as a result of
transfers of stock units from the Prior Plan pursuant to Section
9.10. If any Unit or Option is settled in cash or is
forfeited without a distribution of Shares, the Shares otherwise
subject to such Unit or Option shall again be available for Grants
hereunder. [As of March 11, 2005, the shares available
for issuance under the Plan were adjusted pursuant to
Section 4.2 as a result of the Company’s 2005 2-for-1 stock
split. As of February 17, 2006, the shares
available
for
issuance under the Plan were adjusted pursuant to Section 4.2 as a
result of the Company’s 2006 2-for-1 stock split.]
4.2
Adjustment for Corporate Transactions. In the
event that any stock dividend, extraordinary cash dividend,
recapitalization, reorganization, merger, consolidation, split-up,
spin-off, combination, exchange of shares, warrants or rights
offering to purchase Stock at a price substantially below Fair
Market Value, or other similar event affects the Stock such that an
adjustment is required to preserve, or to prevent enlargement of,
the benefits or potential benefits made available under the Plan,
then the Board of Directors shall adjust the number and kind of
shares which thereafter may be awarded under the Plan and the
number of Units and Options and the exercise price thereof that
have been, or may be, granted under the
Plan. Additionally, the Board of Directors may make
provisions for a cash payment to an Eligible Director; to the
extent any amount constitutes “deferred compensation”
within the meaning of Section 409A, no such provision shall change
the timing or form of payment of such amount unless such changes
are permitted under Section 409A.
SECTION
5. UNIT
GRANTS.
5.1
Unit Awards. Each Eligible Director (other than
any Eligible Director who has received an award under the Prior
Plan) who is first elected or appointed to the Board of Directors
on or after the Effective Date of the Plan shall be awarded 6,000
Units on such date (or such other number of Units as the Board
shall determine). In addition, on the date of each
Annual Meeting of Shareholders of the Company occurring after 2000
and during the term of the Plan an eligible Director serving as a
Director on such date shall be awarded such number of Units as the
Board shall determine.
5.2
Delivery of Shares. Subject to satisfaction of
the applicable vesting requirements set forth in Section 6 and
except as otherwise provided in Section 8 or in the award
agreement, all Shares that are subject to any Units shall be
delivered to an Eligible Director and transferred on the books of
the Company on the date which is the first business day of the
month immediately following the termination of such Eligible
Director’s service as a Director. Notwithstanding
the foregoing, an Eligible Director may elect that all or a portion
of his or her Units shall be payable in cash on the first business
day of the month immediately following the termination of such
Eligible Director’s service as a Director. Any
fractional Shares to be delivered in respect of Units shall be
settled in cash based upon the Fair Market Value on the date any
whole Shares are transferred on the books of the Company to the
Eligible Director or the Eligible Director’s
beneficiary. The amount of any cash payment shall be
determined by multiplying the number of Units and the number of
Units subject to a cash payment election by the Fair Market Value
on the last business day preceding the payment
date. Upon the delivery of a Share (or cash with respect
to a whole or fractional Share) pursuant to the Plan, the
corresponding Unit (or fraction thereof) shall be canceled and be
of no further force or effect. If an award agreement
provides for accelerated payment upon acceptance of a position in
Government Service, such acceleration shall be made only to the
extent permitted under Section 409A (including those provisions
relating to compliance with ethics agreements with the Federal
Government, ethics laws and conflict of interest laws).
5.3
Dividend Equivalents. An Eligible Director shall
have no rights as a shareholder of the Company with respect to any
Units until Shares are delivered to the Director pursuant to this
Section 5 hereof; provided that, each Eligible Director shall have
the right to receive an amount equal to the dividend per Share for
the applicable dividend payment date (which, in the case of any
dividend distributable in property other than Shares, shall be the
per Share value of such dividend, as determined by the Company for
purposes of income tax reporting) times the number of Units held by
such Eligible Director on the record date for the payment of such
dividend (a “Dividend Equivalent”). Each
Eligible Director may elect, prior to any calendar year, whether
the Dividend Equivalent will be (i) paid in cash, on each date on
which dividends are paid to shareholders with respect to Shares;
(ii) treated as reinvested in an additional
number of Units determined by dividing (A) the cash amount of any
such dividend by (B) the Fair Market Value on the related dividend
payment date (in which case, such additional Units shall be payable
as provided herein); or (iii) deferred and credited to the Eligible
Director’s Interest Account pursuant to Section 9.4.
SECTION
6. UNIT
VESTING.
6.1
Service Requirements. Except as otherwise
provided in this Section 6 or Section 8, an Eligible Director shall
vest in his or her Units as provided in this Section
6.1. If an Eligible Director terminates service prior to
the completion of three Years of Service as a Director, the number
of Shares to be delivered to such Eligible Director in respect of
Units granted upon his or her election to the Board shall equal the
amount obtained by multiplying 6,000 by a fraction, the numerator
of which is the number of full months of service completed by such
Director from the applicable date of Unit grant (counting any
partial month of service as a full month) and the denominator of
which is 36. If an Eligible Director terminates service
prior to the completion of
one Year of
Service as a Director from the date of Unit grant with respect to
any annual grant of Units made hereunder, the number of Shares to
be delivered to such Eligible Director in respect of such Unit
grant shall equal the amount obtained by multiplying the number of
Units subject to such Unit grant by a fraction, the numerator of
which is the number of full months of service completed by such
Director from the applicable date of the Unit grant (counting any
partial month of service as a full month) and the denominator of
which is 12. Notwithstanding the foregoing, and except
as provided in Section 6.2, if the Eligible Director terminates
service by reason of his/her death, Disability, Retirement, or
acceptance of a position in Government Service prior to the
completion of the period of service required to be performed to
fully vest in any Unit grant, all Shares that are the subject of
such Unit grant (or, if elected by the Eligible Director, the value
thereof in cash) shall be delivered to such Eligible Director (or
the Eligible Director’s beneficiary or estate).
6.2
Six Months’ Minimum Service. If an
Eligible Director has completed less than six consecutive months of
service as a Director, all Units held by such Eligible Director
shall be immediately forfeited. If an Eligible Director
has completed less than six consecutive months of service from any
date on which any annual grant of Units is made, all Units held by
such Eligible Director that relate to such annual grant of units
shall be immediately forfeited.
6.3
Distribution on Death. E
