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[LOGO] Exhibit 10.24
Aetna Inc.
151 Farmington Avenue
Hartford, CT 06156-3124
ELEASE E. WRIGHT
Senior Vice President
Corporate Human Resources, RC3A
November 17, 2000 (860) 273-8371
Fax: (860) 560-8721
L. Edward Shaw, Jr.
9 Carriage House Lane
Mamaroneck, NY 10543
Dear Ed:
On behalf of Aetna Inc., I am pleased to offer you the enhanced compensation
arrangements on terms as set forth in the attached "Term Sheet" which is
incorporated herein by reference.
In consideration of the foregoing, you agree that you will be subject to the
Company's Change in Control Excise Tax Policy for Selected Officers (the
"Policy"). You have received a memorandum describing the Policy and understand
and agree that application of this Policy may cause a reduction in the amount
payable to you hereunder and/or a cancellation or delay in the vesting of awards
you have received or may receive under the Company's compensation plans and
programs (e.g., stock options, ACEShares, etc.) (collectively, the "Compensation
Plans"). The terms of the Policy are incorporated herein by reference and shall
have the effect of amending any contrary terms of this agreement, any
Compensation Plan and any agreement under any Compensation Plan.
If you agree with the terms as set forth, please indicate your acceptance by
signing below.
Sincerely yours,
/s/ Elease E. Wright
Elease E. Wright
Accepted and Agreed:
/s/ L. Edward Shaw, Jr.
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L. Edward Shaw, Jr.
11-20-00
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Date
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11-16-00
TERM SHEET - L. EDWARD SHAW, JR.
TERM OF EMPLOYMENT AGREEMENT: Through December 31, 2003
POSITION AND REPORTING RELATIONSHIP: Executive Vice President and General
Counsel reporting to Chief Executive
Officer
SALARY AND ANNUAL BONUS: Guaranteed base ($525,000) and guaranteed
annual bonus at target ($420,000) for
performance years 2000 and 2001
OFFICE LOCATION AND TRAVEL: Up to 2 days per week in NYC office; up
to 30 hours per year of Company-provided
air travel, as available, primarily to
Long Island (income to be imputed to
executive)
OPTION GRANT: - 50,000 options
- not to be vested on change of control;
rollover, with equitable adjustment, to
options on health company stock
- vesting in three annual installments
with vesting on termination (other than
for misconduct) or on special
retirement after January 1, 2002; one
year exercise period following the
later of active employment or the
conclusion of severance or special
retirement payments described below
1999-2002 ACESHARE GRANT: 9,500 units
FUTURE GRANTS: - Management will recommend to the
Committee on Compensation and
Organization future equity-based awards
on a basis no less favorable than
grants made to similarly-situated
Company executives
SEVERANCE: -
- If terminated by the Company other than
for gross misconduct following the
closing of the ING transaction
described below, continuation of
compensation for 3 years at then
current base salary and target annual
bonus; continued eligibility for health
and dental coverage at employee rates
during same 3 year period
- On special retirement elected by
executive at any time
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after January 1, 2002, compensation
to be continued at a rate of $472,500
per year of remaining employment
term; continued eligibility for
health and dental coverage at
employee rates through payment period
- Customary release of
employment-related claims required
for payment of severance or special
retirement benefits
-
ING TRANSACTION: Upon the consummation of the
Agreement and Plan of Restructuring
and Merger among ING America
Insurance Holdings, Inc., Aetna Inc.,
et. al. dated as of July 19, 2000,
all undertakings by the Company
hereunder shall be obligations of
Aetna U.S. Healthcare Inc. and its
subsidiaries and executive shall have
no right to bring any claim or action
against ING America Insurance
Holdings, Inc. or any of its
subsidiaries or affiliates.
GOVERNING LAW: Connecticut
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