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Exhibit 10.4
AETNA INC.
NON-EMPLOYEE DIRECTOR COMPENSATION PLAN
RESTRICTED STOCK UNIT AGREEMENT
Pursuant to its Non-Employee Director Compensation Plan (the
"Plan"), Aetna Inc. (the "Company") hereby grants to the person
named below the stated number of Restricted Stock Units on the
terms and conditions hereinafter set forth. All capitalized terms
used herein which are not otherwise defined herein shall have the
meaning specified in the Plan.
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Effective Date
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Grantee
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Number of Shares of Restricted
Stock Units
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Installment
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Shares
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Vesting Date
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1
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2
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3
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ARTICLE I
DEFINITIONS
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(a)
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"Change in Control" means the happening of any of
the following:
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(i)
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When any "person" as defined in
Section 3(a)(9) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act") and as used in Sections 13(d) and
14(d) thereof, including a "group" as defined in Section 13(d) of
the Exchange Act but excluding the Company and any Subsidiary
thereof and any employee benefit plan sponsored or maintained by
the Company or any Subsidiary (including any trustee of such plan
acting as trustee), directly or indirectly, becomes the "beneficial
owner" (as defined in Rule 13d-3 under the Exchange Act, as
amended from time to time), of securities of the Company
representing 20 percent or more of the combined voting power
of the Company’s then outstanding securities;
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1
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(ii)
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When, during any period of 24 consecutive months,
the individuals who, at the beginning of such period, constitute
the Board (the "Incumbent Directors") cease for any reason other
than death to constitute at least a majority thereof,
provided that a director who was not a director at
the beginning of such 24-month period shall be deemed to have
satisfied such 24-month requirement (and be an Incumbent Director)
if such director was elected by, or on the recommendation of or
with the approval of, at least two-thirds of the directors who then
qualified as Incumbent Directors either actually (because they were
directors at the beginning of such 24-month period) or by prior
operation of this paragraph (ii); or
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(iii)
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The occurrence of a transaction requiring
stockholder approval for the acquisition of the Company by an
entity other than the Company or a Subsidiary through purchase of
assets, or by merger, or otherwise.
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Notwithstanding the foregoing, in no event shall
a "Change in Control" be deemed to have occurred (i) as a
result of the formation of a Holding Company, or (ii) with
respect to Grantee, if Grantee is part of a "group," within the
meaning of Section 13(d)(3) of the Exchange Act as in effect on the
effective date, which consummates the Change in Control
transaction. In addition, for purposes of the definition of "Change
in Control" a person engaged in business as an underwriter of
securities shall not be deemed to be the "Beneficial Owner" of, or
to "beneficially own," any securities acquired through such
person’s participation in good faith in a firm commitment
underwriting until the expiration of forty days after the date of
such acquisition.
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(b)
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"Common Stock" means shares of the
Company’s Common Shares, $.01 par value per share.
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(c)
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"Effective Date" means the date of grant of this
award of Restricted Stock Units as set forth above.
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(d)
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"Fair Market Value" means the closing price of
the Common Stock as reported by the Consolidated Tape of the New
York Stock Exchange Listed Shares on the date such value is to be
determined, or, if no shares were traded on such date, on the next
preceding day on which the Common Stock was traded.
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(e)
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"Grantee" means the person named above to whom
this award of Restricted Stock has been granted.
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(f)
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"Government Service" shall mean the appointment
or election of a Director to a position with the Federal, state or
local government or any politica
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