Exhibit 10.44
EXECUTIVE
AGREEMENT
WellPoint, Inc., on behalf of itself
and all of its affiliates (collectively “Company”) and
Wayne S. DeVeydt (“Employee”), enter into this
Agreement (“Agreement”), as of the date executed. In
consideration for eligibility for executive-level stock options
under the Company’s Stock Incentive Plan and eligibility for
enhanced severance in the event of termination as described in
Section 1 below, the Employee agrees to the terms of this
Agreement, including the limited non-competition provisions in
Section 4 below.
1. Severance Benefit
. If the Employee’s employment is
terminated by the Company, other than For Cause, he/she shall be
entitled to a severance benefit, in lieu of any severance benefit
under the Company’s Severance Pay Plan, as described
below:
a. twelve months of salary
continuation paid in accordance with the Company’s normal
payroll practices;
b. medical, dental and vision
benefits for the twelve month period with the Employee paying the
employee contribution portion of the cost;
c. outplacement services for the
twelve month period through a firm selected by the Company;
and
d. an amount that is the equivalent
of the Employee’s target award under the Company’s
Annual Incentive Plan prorated based on full months employed in the
year of termination or based on six months, whichever is greater.
The payment of this amount will be made by the Company no later
than March 31 of the year following termination.
As a condition of receiving the
severance benefits described above, the Employee shall first
execute a release of any and all claims arising out of his/her
employment with the Company or separation from such employment
(including, without limitation, claims relating to age, disability,
sex or race discrimination to the extent permitted by law). Such
release shall be in a form reasonably satisfactory to the Company
and shall comply with any applicable legislative or judicial
requirements.
“For Cause” means a
reasonable determination by the Company that the Employee
(i) has been convicted of a felony, (ii) has engaged in
an activity which, if proven in a criminal proceeding, could result
in conviction of a felony involving dishonesty or fraud, or
(iii) has engaged in gross misconduct likely to be materially
damaging or materially detrimental to the Company.
2. Confidential Information
. The Employee acknowledges that in the
course of his/her employment, he/she will acquire knowledge of
trade secrets and confidential data of the Company. Such trade
secrets and confidential data may include, but are not limited to,
confidential product information, provider reimbursement strategy
and arrangements, customer lists, employee lists, technical
information, methods by which the Company
proposes to compete with its
business competitors, strategic and business plans, confidential
reports prepared by business consultants which may reveal strengths
and weaknesses of the Company and its competition and similar
information relating to the Company. The Employee, in order to
perform his or her obligations for the Company, must necessarily
acquire knowledge of such trade secrets and confidential data, all
of which the Employee acknowledges are not known outside the
business of the Company, are known only to a limited group of its
management and directors, are protected by reasonable measures to
preserve secrecy, are of great value to the Company, are the result
of the expenditure of large sums of money, and/or are difficult for
an outsider to duplicate, and disclosure of which would be
extremely detrimental to the Company. The Employee covenants to
keep all such trade secrets or confidential data secret and not to
release such information to persons not authorized by the Company
to receive such secrets and data, both during his/her employment
with the Company and at all times following termination from
employment with the Company. The Employee acknowledges that trade
secrets and confidential data need not be expressly marked as such
by the Company.
3. Non-Solicitation
.
a. During a twelve (12) month
period after termination of employment, for whatever reason, the
Employee shall not, directly or indirectly, solicit or induce any
employee of the Company to separate from the Company.
b. During a twelve (12) month
period after termination of employment, for whatever reason, the
Employee shall not request or advise any customer of the Company or
any person or entity having business dealings with the Company to
withdraw, curtail, or cease such business with the
Company.
4. Limited Non-Competition
. If the Employee’s employment should
end, for whatever reason, it is important to the Company to protect
its legitimate business interes
