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AGREEMENT AND RELEASE

Release Agreement

AGREEMENT AND RELEASE | Document Parties: CIGNA Corporation | Life Insurance Company of North America | Paul E. Hartley You are currently viewing:
This Release Agreement involves

CIGNA Corporation | Life Insurance Company of North America | Paul E. Hartley

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Title: AGREEMENT AND RELEASE
Governing Law: Pennsylvania     Date: 2/26/2009
Industry: Insurance (Accident and Health)     Sector: Financial

AGREEMENT AND RELEASE, Parties: cigna corporation , life insurance company of north america , paul e. hartley
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Exhibit 10.21

AGREEMENT AND RELEASE

     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.

2.

 

Your Promises to the Company.

a.

 

“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.

 

b.

 

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.

 

c.

 

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

 


 

 

 

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.

d.

 

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.

 

e.

 

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.

 

3.

 

Your Severance Arrangements.

 

a.

 

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.

 

b.

 

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.

 

You will receive no further time off benefits for 2008 after Today.

 

d.

 

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.

 

e.

 

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.

 

f.

 

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.

 

g.

 

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.

 

h.

 

The following shall be paid in a single lump sum in January 2009:

 

(1)

 

Your benefits earned under the CIGNA Supplemental Pension Plan of 2005;

 

 

(2)

 

Your post-2004 benefits earned under the CIGNA International Services, Inc. Third Country National Pension Plan; and

 

 

(3)

 

Your mandatorily deferred 2006 Supplemental Strategic Performance Units and earnings thereon.

 

i.

 

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 on

3


 

 

 

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.

 

j.

 

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.

 

k.

 

Except as provided under paragraph 15 of this Agreement, you will receive no other money from the Company except as provided in this Agreement.

 

4.

 

Acknowledgment and Release of Claims.

 

a.

 

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.

 

 

 

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.

 

b.

 

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,

4


 

 

 

demands, damages, and liabilities of any kind or character, in law or equity, suspected or unsuspected, past


 
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