This Agreement and
Release (Agreement) is dated as of June 6, 2008 (Today), and
is between Paul E. Hartley (you), and Life Insurance Company of
North America, a Pennsylvania corporation, (the
Company).
You and the
Company intend to be legally bound by the Agreement, and are
entering into it in reliance on the promises made to each other in
this Agreement. Under the Agreement, your employment will end, and
you and the Company agree to settle all issues concerning your
employment and termination of employment.
1. Your
Termination Date. Your employment with the Company will end by
mutual consent on June 6, 2008 (the Termination Date). Your
formal job responsibilities will end on the Termination Date. The
termination of your employment with the Company shall also
constitute your resignation from any officer and/or director
positions you hold with CIGNA as of your Termination
Date.
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2.
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Your Promises to the
Company.
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a.
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“CIGNA” means, as used
throughout this Agreement, CIGNA Corporation and any subsidiaries
or affiliates of CIGNA Corporation, and joint ventures or other
entities in which any such party has an interest.
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b.
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You
will, on or before your Termination Date, return to CIGNA any CIGNA
property that you now have (for example: identification card,
access card, office keys, company manuals, office equipment,
records and files). You will be permitted to retain your CIGNA
personal computer, Blackberry, and cell phone during the period you
are a consultant to CIGNA; following the period of your consultancy
(as detailed in the associated Consultancy Agreement referenced in
paragraph 15 of this Agreement), you will return all such items to
CIGNA. You will remain subject to CIGNA’s policies and
procedures, including its Code of Ethics, as well as any other
obligations to which you are subject.
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c.
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You
agree that, other than in the good faith performance of your
services to CIGNA before your Termination Date, you will not,
without first obtaining CIGNA’s written permission,
(i) disclose any Confidential Information to anyone other than
CIGNA employees who have a need to know the Confidential
Information or (ii) use any Confidential Information for your
benefit or for the benefit of any other person, firm, operation or
entity unrelated to CIGNA. “Confidential Information”
means all information that is (a) disclosed to or known by you
as a consequence of or through your employment with the Company or
its affiliates and (b) not generally known to persons,
corporations, organizations or others outside of CIGNA (other than
as a result of your action or inaction in violation of your
obligations to CIGNA). Confidential Information
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includes, but is not limited to, technical or
non-technical data, formulas, computer programs, devices, methods,
techniques, processes, financial data, personnel data, customer
specific information, confidential customer lists, production and
sales information, supplier specific information, cost information,
marketing plans and strategies, or other data or information that
constitutes a trade secret. After an item of Confidential
Information has become public knowledge, you shall have no further
obligation under this paragraph 2.c regarding that information so
long as you were not responsible, directly or indirectly, for
permitting the information to become public knowledge without
CIGNA’s consent.
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d.
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You
agree to cooperate with CIGNA in all investigations of any kind, to
assist and cooperate in the preparation and review of documents and
in meetings with CIGNA attorneys with respect to investigations,
inquiries, agency charges, lawsuits, or arbitrations (or discovery
relating to any of these items), and to provide truthful testimony
as a witness or a declarant in connection with any present or
future court, administrative, agency, or arbitration proceeding
involving CIGNA and with respect to which you have relevant
information. CIGNA will reimburse you, upon production of
appropriate receipts and in accordance with CIGNA’s then
existing Business Travel Reimbursement Policy, the reasonable
business expenses (including air transportation, hotel, and,
similar expenses) incurred by you in connection with such
assistance. All receipts must be presented for reimbursement within
45 days after the expense was incurred.
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e.
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You
agree that you will not at any time make any verbal or written
statement, whether in public or in private, that disparages in any
way CIGNA’s integrity, business reputation, or performance,
or disparages any of CIGNA’s current or former directors,
officers, or employees. It shall not, however, be a violation of
this paragraph for you to make truthful statements (i) when
required to do so by a court of law or arbitrator, by any
governmental agency having supervisory authority over CIGNA’s
business or by any administrative or legislative body (including a
committee thereof) with actual or apparent jurisdiction to order
you to divulge, disclose or make accessible such information or
(ii) to the extent necessary with respect to any litigation,
arbitration or mediation involving this Agreement but not in
violation of your otherwise applicable obligations under this
Agreement, including but not limited to, enforcement of this
Agreement.
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3.
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Your Severance
Arrangements.
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a.
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From Today until your Termination
Date, the Company will continue to pay you a salary at your current
regular salary rate, and, except as otherwise provided in paragraph
3.b below you and your eligible dependents may continue to
participate in the Company’s employee benefits programs in
accordance with the terms of those programs.
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b.
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You
agree that you will not be covered by the CIGNA Short-Term
Disability Plan or CIGNA Long-Term Disability Plan after
Today.
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c.
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You
will receive no further time off benefits for 2008 after
Today.
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d.
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If
you die after your Termination Date but before the Company pays you
all amounts due under paragraph 3 of the Agreement, the remaining
amounts will be paid to your surviving spouse within 90 calendar
days after the date of your death. If you have no surviving spouse,
the payment will be made to your estate. If you die before the
Termination Date, the date you die will automatically be your new
Termination Date. Plan benefits under paragraph 3.g will be payable
under the terms of the applicable plan.
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e.
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Provided you sign this Agreement and
do not revoke it in accordance with paragraph 10, the Company will
pay you $296,667.00 in a single lump sum in January 2009.
Applicable taxes shall be deducted from the payment.
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f.
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For
the term of the consultancy arrangement referenced in paragraph 15
of this Agreement, you and your eligible dependents are eligible to
receive medical coverage under the UK staff healthcare plan and
dental coverage under the UK staff dental plan. You shall be
required to pay all applicable premiums under the plans. The amount
of benefits provided during a calendar year may not affect the
benefits provided in any other calendar year. These benefits are
not subject to liquidation or exchange for another benefit. You may
convert coverage to an individual continuation policy when the term
of your consultancy arrangement ends.
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g.
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Any
benefits you may have earned under the CIGNA Deferred Compensation
Plan, CIGNA Pension Plan, and CIGNA 401(k) Plan will be paid to you
under the provisions of those plans.
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h.
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The
following shall be paid in a single lump sum in
January 2009:
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(1)
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Your benefits earned under the CIGNA
Supplemental Pension Plan of 2005;
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(2)
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Your post-2004 benefits earned under
the CIGNA International Services, Inc. Third Country National
Pension Plan; and
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(3)
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Your mandatorily deferred 2006
Supplemental Strategic Performance Units and earnings
thereon.
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i.
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Until your Termination Date any
options on CIGNA Corporation stock that you hold will continue to
vest under the terms of the applicable plan and your applicable
grant letter, including the attachment to the grant letter that
contains terms and conditions that you must continue to honor. You
may exercise vested options only in accordance with the terms of
the plan and grants. Any unexercised and unvested options will
expire on your Termination Date in accordance with the terms of the
applicable plans and grant letters. With respect to shares of
restricted CIGNA Corporation stock (RSGs) that you hold
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your Termination Date, your rights
will be determined by the terms of the applicable plan and grant
letter, including the attachment to the grant letter. Any strategic
performance units that are outstanding on your Termination Date
will be forfeited in accordance with the terms of the applicable
plan.
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j.
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The
Company will provide you with reasonable income tax preparation
services to be performed by KPMG for income through year-end 2008;
however no such services will be provided to you after
March 15, 2009. In the event you receive income tax
preparation services after March 15, 2009 or other personal
tax planning or other services provided to you by KPMG at any time,
and such services are invoiced to CIGNA, you will reimburse CIGNA
for the cost of such services.
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k.
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Except as provided under paragraph
15 of this Agreement, you will receive no other money from the
Company except as provided in this Agreement.
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4.
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Acknowledgment and Release of
Claims.
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a.
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You
acknowledge that there are various local, state, and federal laws
that prohibit, among other things, employment discrimination on the
basis of age, sex, race, color, national origin, religion,
disability, sexual orientation, or veteran status and that these
laws are enforced through the Equal Employment Opportunity
Commission, Department of Labor, state or local human rights
agencies, including those in England and Wales and Spain. Such laws
include, without limitation, Title VII of the Civil Rights Act of
1964 (Title VII); the Age Discrimination in Employment Act (ADEA);
the Americans with Disabilities Act (ADA); the Employee Retirement
Income Security Act (ERISA); 42 U.S.C. Section 1981; the
Family and Medical Leave Act (FMLA); the Fair Labor Standards Act
(FLSA ) , etc., as each may have been amended, and other
state and local human or civil rights laws, as well as other
statutes which regulate employment; and the common law of contracts
and torts. You acknowledge that the Company has not
(i) discriminated against you in contravention of these laws;
(ii) breached any contract with you; (iii) committed any
civil wrong (tort) against you; or (iv) otherwise acted
unlawfully toward you.
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You
further acknowledge that the Company has paid and, upon payment of
the amounts provided for in this Agreement, will have paid you:
(i) all salary, wages, bonuses and other compensation that
might be due to you; and (ii) all reimbursable expenses, if
any, to which you are entitled.
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b.
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On
behalf of yourself, your heirs, executors, administrators,
successors and assigns, you hereby unconditionally release and
discharge CIGNA, the various plan fiduciaries for the benefit plans
maintained by or on behalf of CIGNA, and their successors, assigns,
affiliates, shareholders, directors, officers, representatives,
agents and employees (collectively, Released Person) from, except
as provided in paragraph 4.c, all claims (including claims for
attorneys’ fees and costs), charges, actions and causes of
action,
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demands, damages, and liabilities of
any kind or character, in law or equity, suspected or unsuspected,
past
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