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EXHIBIT 10.21
RESTRICTIVE COVENANT AGREEMENT
I, L. Edward Shaw, Jr., as an executive of Aetna Inc. and one or more of its
subsidiaries and affiliates (collectively, the "Company"), in consideration for
the compensation arrangements outlined in the letter dated April 28, 1999 from
Richard L. Huber, and other good and sufficient consideration, and acknowledging
the Company's reliance upon my commitments and obligations herein, hereby agree
as follows:
1. I covenant and agree that for so long as I am employed with the Company and
for a period of one year after my resignation, the termination of my
employment with the Company or my negotiated departure from employment with
the Company, I shall not become associated, whether as a principal,
partner, employee, consultant or shareholder (other than as a holder of not
in excess of 1% of the outstanding voting shares of any publicly traded
company), with any entity that is actively engaged in any geographic area
in any business which is in substantial and direct competition with the
business or businesses of the Company for which I provided substantial
services or for which I had substantial responsibility within the previous
24 months, provided that nothing in this paragraph shall preclude me from
performing services solely and exclusively for a division or subsidiary of
such entity that is engaged in a non-competitive business. Notwithstanding
the foregoing, this Paragraph 1 shall not be enforceable in any manner that
would be in violation of the rules contained in the Code of Professional
Responsibility or the Rules of Professional Conduct with respect to
services as a lawyer.
2. Notwithstanding the foregoing, in the event my employment is terminated by
the Company under circumstances entitling me to either salary continuance
or severance payments by the Company, Paragraph 1 shall not apply.
3. I covenant and agree that during my employment and for a period of two
years after my employment with the Company has been terminated for any
reason, whether with or without cause and whether voluntarily or
involuntarily, I shall not attempt, directly or indirectly, (i) to induce
any employee, insurance agent, broker dealer, financial planner, registered
principal or representative, health care provider, or other supplier of the
Company, or any subsidiary or any affiliate thereof to be employed or
perform services elsewhere; (ii) to induce any insurance agent or agency,
broker-dealer, financial planner, registered principal or representative,
health care provider, or other supplier of the Company, or any subsidiary
or affiliate thereof to cease or curtail providing services to the Company,
or any subsidiary or affiliate thereof; and (iii) to solicit, on behalf of
any person or entity other than the Company or any of its subsidiaries or
affiliates, the trade of any individual or entity which, at the time of the
solicitation, is a customer of the Company, or any subsidiary or affiliate
thereof, or which the Company, or any subsidiary or affiliate thereof is
undertaking reasonable steps to procure as a customer at the time of or
immediately preceding termination of employment; provided, however, that
this limitation in (iii) shall only apply to any product or service which
is in competition with a product or service of the Company or any
subsidiary or affiliate thereof.
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4. I acknowledge and agree that, during the course of my employment with the
Company, I will learn and have access to the Company's trade secrets,
confidential information, and proprietary materials which may include but
is not limited to methods, procedures, computer programs, databases,
customer lists and identities, provider lists and identities, employee
lists and identities, processes, premium and other pricing information,
research, payment rates, methodologies, contractual forms, and other
information which is not publicly available generally and which has been
developed or acquired by the Company with considerable effort and expense.
I covenant and agree to hold all of the foregoing trade secrets,
confidential information and proprietary materials in the strictest
confidence and shall not disclose, divulge or reveal the same to any person
or entity during the term of my employment with the Company or at any time
thereafter.
5. I understand that either I or the Company may terminate our employment
relationship at any time, with or without cause. Upon such termination, I
shall immediately return to the Company all Company property,
documentation, trade secrets, confidential information and proprietary
materials in my possession, custody or control, and shall return any copies
thereof. After termination of my employment with the Company, I further
agree to cooperate reasonably with all matters requested by the Company
within the scope of my employment with the Company. The Company agrees and
acknowledges that it shall, to the maximum extent possible under the then
prevailing circumstances, coordinate, or cause a subsidiary or affiliate
thereof to coordinate any such request with my other commitments and
responsibilities to minimize the degree to which such request interferes
with such commitments and responsibilities and agrees that it will
reimburse me for reasonable travel expenses (i.e., travel, meals and
lodging) that I may incur in providing assistance to the Company hereunder.
6. The purpose of this Agreement, among other things, is to protect the
Company from unfair or inappropriate competition and to protect its trade
secrets and confidential information. I agree that if the scope of
enforcement of this Agreement is ever disputed, a court or other trier of
fact may modify and enforce it to the extent it believes is lawful and
appropriate.
7. I acknowledge that compliance with this agreement is necessary to protect
the business and good will of the Company and that any actual or
prospective breach will irreparably cause damage to the Company for which
money damages may not be adequate. I therefore agree that if I breach or
attempt to breach this Agreement, the Company shall be entitled to obtain
temporary, preliminary and permanent equitable relief, without bond, to
prevent irreparable harm or injury, and to money damages, together with any
and all other remedies available under applicable law. I understand that I
shall be liable to pay the Company's reasonable attorneys' fees and costs
in any successful action to enforce this agreement. I further agree that a
temporary restraining order and preliminary injunction can be obtained
without personal service on me if I cannot be located at the last address I
have provided to the Company. I acknowledge that in the event my employment
with the Company terminates, I will still be able to earn a livelihood
without violating this agreement.
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8. This Agreement shall be construed in accordance with the laws of
Connecticut. The Company does not intent to enforce the restrictions in
Paragraph 1 above to the extent (a) such enforcement would violate
applicable law or (b) the restrictions are invalid or void under applicable
law.
9. This Agreement constitutes the entire understanding and agreement between
the parties with respect to the subject matter hereof, and no verbal or
other statements, inducements or representations have been made or relied
upon by any party. No modifications or change hereby shall be binding upon
any party unless in writing executed by all parties.
10. I acknowledge that the Company is relying upon my foregoing commitments and
obligations in revealing trade secrets and confidential information to me
and in making salary, bonus and/or any other payments to me.
IN WITNESS WHEREOF, the parties, intending to be legally bound, state that they
understand this agreement, enter into it freely, and have duly executed it
below.
Executed by: Accepted by:
EXECUTIVE AETNA INC.
/s/ L. Edward Shaw, Jr. By: /s/ Richard L. Huber
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[Name] L. Edward Shaw, Jr.
4/28/99 4/30/99
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(Date) (Date)
