Agreement and Release dated September 20, 2010

 

a.

“CIGNA” means, as used throughout this Agreement, CIGNA Corporation and any subsidiaries or affiliates of CIGNA Corporation.

 

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, computer, cell phone, Blackberry, company manuals, office equipment, records and files).  You will remain subject to CIGNA’s policies and procedures, including its Code of Ethics.  You also agree that, by signing this Agreement, you are formally resigning from all officer or director positions you hold with CIGNA and will sign any additional paperwork that may be required by CIGNA or law to effectuate such resignation.

 

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.  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.

For two years after your Termination Date, you will not, within any part of the United States or any other country where CIGNA currently conducts business:

 

(1)

(i) provide services (as an employee, independent contractor, or in any other capacity) that are the same as, similar to, or overlap with the services that you provided to CIGNA as Executive Vice President, Chief Information Officer for or on behalf of any business, entity or company (collectively “Competitors”) that provides products or services that compete with those provided by CIGNA, including the following: health care and benefits related products and services, group disability insurance and administration services, life and accident insurance, and workers’ compensation case management and related services (collectively, “Competitive Services”) or; (ii) own or operate a business that provides Competitive Services.

 

(2)

Entice, encourage, persuade, or solicit (or attempt to entice, encourage, persuade, or solicit) (collectively, “solicit”) any CIGNA employees either to terminate employment with CIGNA or to become employed as an employee or independent contractor by you or by any business that you may become employed by or affiliated in any way with after leaving CIGNA.

 

This paragraph 2.d(2) shall not apply to applications for employment submitted by CIGNA employees in response to general advertisements or to applications submitted voluntarily by CIGNA employees; provided that, prior to the submission of applications for, or offers of, employment, such CIGNA employees have not been solicited (as defined above) by you or by anyone acting on your behalf and that you have not been involved, either directly or indirectly, in hiring the CIGNA employee or identifying the CIGNA employee as a potential recruit; or

 

(3)

Solicit (as defined in paragraph 2.d.(2) above) in any manner any Covered Customers (as defined below) to (i) terminate or alter their business dealings with CIGNA; (ii) reduce the volume of their business dealings with CIGNA; or (iii) enter into any new business arrangements with you or any business or enterprise with which you may become employed or affiliated in any way after leaving CIGNA, if such business arrangements would compete with, or adversely affect, any business arrangements that such Covered Customer has with CIGNA Today or has been planning to establish during the three-month period ending Today.  “Covered Customers” means any and all of the customers of CIGNA who were customers during the 12-month period ending on your Termination Date.

 

(4)

Solicit (as defined in paragraph 2.d(2) above) in any manner any Covered Vendors (as defined below) to: (i) terminate or alter their business dealings with CIGNA; (ii) reduce the volume of their business dealings with CIGNA; or (iii) enter into any new business arrangements with you or any business or enterprise with which you may become employed or affiliated in any way after leaving CIGNA, if such business arrangements would compete with, or adversely affect, any business arrangements that any such Covered Vendor has with CIGNA Today or that CIGNA has been planning to establish during the three-month period ending Today.  “Covered Vendors” means any and all of the vendors of CIGNA with whom/which you dealt or otherwise had more than casual contact in connection with CIGNA business during and by virtue of your employment with CIGNA.

 

e.

You acknowledge and agree that you have, and in the past have had, access to CIGNA's Confidential Information, that CIGNA's business competes on a global basis, that CIGNA's sales and marketing plans are for continued expansion throughout the United States of America and globally, and that the global nature of the non-compete and non-solicitation restrictions contained in paragraph 2.d and the time limitations contained in paragraph 2.d are reasonable and necessary to protect CIGNA’s legitimate business interests and Confidential Information.  You further agree that if any court with competent jurisdiction determines that paragraph 2.d or any part of it is unenforceable because of the duration, area or scope of activities restricted, then the court shall have the power and authority to reduce the duration, area or scope to the maximum allo wed by applicable law and, in its reduced form, the provision shall then be enforced and you will abide by the provision as altered.

 

f.

From Today until October 8, 2015, you agree to cooperate with CIGNA in all investigations, litigation and arbitrations of any kind, to assist and cooperate in the preparation and review of documents and in meetings with CIGNA attorneys, 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.  Any such cooperation shall not unreasonably be withheld.  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 coach air transportation, hotel, and, similar expenses) incurred by you in connection with such assistance. All receipts for such expenses must be presented for reimbursement within 45 da ys after the expenses are incurred in providing such assistance.

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 directors, officers, or employees. CIGNA agrees that Messrs. Murabito and Cordani will not at any time make any verbal or written statement, whether in public or in private that disparages your integrity, reputation, or performance.  It shall not, however, be a violation of this paragraph for you or Messrs. Murabito and Cordani 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 you or CIGNA's business or by any administrative or legislative body (including a committee thereof) with actual or apparent jurisdiction to orde r 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, including but not limited to, enforcement of this Agreement.

You hereby acknowledge that you are aware that the securities laws of the United States generally prohibit any person who has material non-public information about a company from, among other things, (1) purchasing or selling securities of such company or securities convertible into such securities on the basis of such information or (2) communicating such information to any other person under circumstances in which it is reasonably foreseeable that such person may purchase or sell such securities or securities convertible into such securities.  Accordingly, you agree that you will not make any purchase or sale of, or otherwise consummate any transactions involving, CIGNA securities or securities convertible into CIGNA securities, including with respect to your CIGNA 401-k account, while in possession of material Confidential Information reg arding CIGNA, nor will you communicate such information in a manner that violates the securities laws of the United States (regardless of whether such communication would be permitted elsewhere in this Agreement).  In addition, you further agree that in the event you consummate a transaction involving CIGNA securities (or securities convertible into CIGNA securities) in compliance with the United States securities laws (i.e., at a time when you are not in possession of material Confidential Information), you will file (or cause to be filed) any and all reports or notifications that may be required under Section 16 of the Securities and Exchange Act of 1934, as amended.

From Today until your Termination Date, the Company will continue to pay you a salary at your current regular salary rate and 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 understand and agree that you will not be covered by the CIGNA Short-Term Disability Plan or CIGNA Long-Term Disability Plan after Today.

 

c.

You will receive no further time off benefits for 2010 after Today. However, the Company will make a lump sum payment to you within 30 days after your Termination Date for any accrued, but unused 2010 paid time off days, as of Today.

 

d.

If you die before the Company pays you all amounts due under paragraph 3 of the Agreement, the remaining amounts will be paid to your surviving spouse in a lump sum within 90 calendar days after the date of your death, but in no event later than March 15, 2011.  (However, amounts due under paragraph 3.h. will be paid as described below and plan benefits under paragraph 3.g, SPU payments under 3.i and RSU payments under 3.k will be payable under the terms of the applicable plan.)  If you have no surviving spouse, the payment will be made to your estate.  If you die before your Termination Date, the date you die will automatically be your new Termination Date.

 

e.

Any coverage you have under the CIGNA Medical Plan or CIGNA Dental Plan on your Termination Date will expire at the end of the month containing your Termination Date.  However, if you elect COBRA coverage, you may continue that coverage for up to 18 additional months under the provisions of COBRA.  You will be billed monthly for COBRA coverage.  You may convert certain group benefits coverages to individual coverages under the terms of the Company’s benefits program.

 

 

g.

Any benefits you may have earned under the CIGNA Deferred Compensation, Pension, Supplemental Pension, and 401(k) Plans or other deferred payment arrangements will be paid to you under the terms and provisions of those plans and arrangements.

 

h.

On or before March 15, 2011 but no earlier than January 1, 2011, subject to the Company’s attainment of performance goals established under the CIGNA Executive Incentive Plan for 2010, the Company will pay you a cash bonus (less applicable withholding) for service performed during 2010 in an amount equal to your annual bonus target; therefore the potential payment due hereunder is $500,000 (less applicable withholding).

 

i.

You will be entitled to receive payments at the time specified in, and in accordance with the terms of, the CIGNA Long-Term Incentive Plan for the Strategic Performance Units (Units) that have been awarded to you, as follows:

·  

11,667 of Units granted for 2008-2010

 

j.

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 and subject to CIGNA Corporation’s Insider Trading Policy.  Any unexercised and unvested options that you hold on your Termination Date will be subject to the terms of the applicable plans and grant letters.

 

k.

With respect to CIGNA Corporation restricted stock units (RSUs) awarded to you on August 3, 2009, the Company will pay you a lump sum cash payment, calculated by multiplying the number of outstanding RSUs awarded to you on August 3, 2009 (26,762 RSUs) by the average of the highest and the lowest selling price of a share of CIGNA Corporation stock on the earlier of the date or your death or December 30, 2010.  This payment (less applicable withholding) will be made in accordance with Section 4.4 of the CIGNA Stock Unit Plan and, as permitted under Treas. Reg. section 1.409A-3(d), no later than March 15, 2011.  Your rights with respect to any other outstanding RSUs that you hold on your Termination Date will be determined by the terms of the applicable plan and grant letter, including the attachment to the grant letter.

 

l.

No executive financial services benefits will be provided after your Termination Date.

 

n.

You will receive no other money or benefits from the Company, except as provided in this Agreement.

 

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, and state or local human rights agencies.  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 may be entitled.

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 all claims (including claims for attorneys’ fees and costs), charges, actions and causes of action, demands, damages, and liabilities of any kind or character, in law or equity, suspected or unsuspected, past or present, that you ever had, may now have, or may later assert against any Released Person, arising out of or related to your employment with, or termination of employment from, the Company.  To the fullest extent permitted by law, this release includes , but is not limited to:  (i) claims arising under the ADEA, the Older Workers Benefit Protection Act, the Workers’ Adjustment and Retraining Notification Act, ERISA, FMLA, ADA, FLSA, and any other federal, state, or local law prohibiting age, race, color, gender, creed, religion, sexual preference/orientation, marital status, national origin, mental or physical disability, veteran status, or any other form of unlawful discrimination or claim with respect to or arising out of your employment with or termination from the Company, including wage claims; (ii) claims (whether based on common law or otherwise) arising out of or related to any contract (whether express or implied); (iii) claims under any federal, state or local constitutions, statutes, rules or regulations; (iv) claims (whether based on common law or otherwise) arising out of any kind of tortious conduct (whether intentional or otherwise) including but not limited to, wrongful termination, defamation, violation of public policy; and (v) claims included in, related to, or which could have been included in any presently pending federal, state or local lawsuit filed by you or on your behalf against any Released Person, which you agree to immediately dismiss with prejudice.

(1)  

any claims against the Company for promises it is making to you in this Agreement;

(2)  

any claims for benefit payments to which the Plan Administrator determines you are entitled under the terms of any retirement, savings, or other employee benefit programs in which the Company participates (but your Release does cover any claims you may make for severance benefits beyond those described or referred to in this Agreement and any claims for benefits beyond those provided under the terms of the applicable plan);

(3)  

any claims covered by workers compensation or other laws that are not, or may not be, as a matter of law, releasable or waivable;

(4)  

any rights you have to indemnification under the Company’s (and, if applicable, any Company affiliate’s) by-laws, directors and officers liability insurance or this Agreement or any rights you may have to obtain contribution as permitted by law in the event of entry of judgment against you as a result of any act or failure to act for which you and the Company are jointly liable; and

(5)  

any claims that you did not knowingly and voluntarily waive your rights under the ADEA.

 

a.

related in any way to this Agreement or how it is interpreted or implemented (including the validity of your ADEA waiver); or

 

b.

that involves your employment with Company or the termination of that employment, including any disputes arising under local, state or federal statutes or common law (if for any reason your release and waiver under paragraph 4 is found to be unenforceable or inapplicable).

 

b.

You understand it is legally binding, and you were advised to review it with a lawyer of your choice.

 

c.

You have had (or had the opportunity to take) at least 21 calendar days to discuss it with a lawyer of your choice before signing it and, if you sign it before the end of that period, you do so of your own free will and with the full knowledge that you could have taken the full period.

You realize and understand that the release covers certain claims, demands, and causes of action against the Company and any Released Persons relating to your employment or termination of employment, including those under ADEA.

You understand that the terms of this Agreement are not part of an exit incentive or other employment termination program being offered to a group or class of employees.

You are signing this Agreement knowingly, voluntarily and with the full understanding of its consequences, and you have not been forced or coerced in any way.

 

a.

You may forfeit all or any portion of the amounts due hereunder;

 

b.

You agree to pay back to the Company within 60 days after receipt of written notice from the Company all the money you receive under paragraph 3 (except sub-paragraphs 3.a and 3.g); and

 

c.

You agree to pay the Company the reasonable costs and attorneys' fees it incurs in defending such action.

Date

Michael Woeller

Date

John Murabito on behalf of the Company