Employment Agreement



 Exhibit 10.10 
  
 EMPLOYMENT AGREEMENT 
  

THIS EMPLOYMENT AGREEMENT (“Agreement”), is by and between Anthem, Inc., an Indiana corporation (the “Company”), with
offices located at 120 Monument Circle, Indianapolis, Indiana, and Randall Lewis (the “Executive”), residing at 3707 North Gate Woods Court, Walnut Creek, CA 94598, dated as of the 14th day of July, 2003. 
  
 W I T N E S S E T H: 
  
 WHEREAS, the Company (which hereinafter also includes subsidiaries of the Company) desires to assure itself of the services of the Executive for the period provided in this Agreement, and the Executive is
willing to serve in the employ of the Company on a full-time basis for such period, all in accordance with the terms and conditions contained in this Agreement; 
  

NOW, THEREFORE, in consideration of the mutual covenants herein contained, the Company and the Executive hereby agree as follows: 
  
 1. Condition of Employment. The Company hereby employs the Executive
and the Executive hereby accepts such employment for the period provided for in Section 2, all upon the terms and conditions contained in this Agreement. As a condition to the Executive’s employment, the Executive affirms and represents that
the Executive is under no obligation to any former employer or other person which is in any way inconsistent with, or which imposes any restriction upon, the employment of the Executive by the Company or the Executive’s undertakings under this
Agreement. 
  
 2. Term of Employment. Unless sooner
terminated pursuant to Section 7, the term of the Executive’s employment under this Agreement shall be for a period commencing on the date hereof through the 31 day of December, 2005 (“Term”). On or before December 31, 2005, the
Company will offer to the Executive a new executive level position with the following terms: 
  
 (a) the position will be based in the Indianapolis metropolitan area; and 
  

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 (b) the position will be one of the following: (i) Chief Financial Officer of the
Company, (ii) the executive leader of an operational division of the Company having a minimum of five hundred million dollars ($500,000,000) in annual revenue, or (iii) another executive position having a base salary of at least three hundred fifty
thousand dollars ($350,000). 
  
 In the event the Company fails to make any of the
foregoing opportunities available to the Executive, the Executive may terminate this Agreement in accordance with the terms of Section 11. 
  
 3. Duties. During the Term, the Executive shall provide executive, administrative and managerial services to the Company and perform such other
reasonable employment duties as the Chief Executive Officer of the Company may from time to time prescribe. The Executive shall also serve as a director of any of the Company’s subsidiaries to which he is elected. 
  
 The Executive shall, except to the extent approved by the Chief Executive
Officer, (i) devote his full-time to the services required of the Executive, (ii) render his services exclusively to the Company and (iii) use his best efforts, judgment, and energy to improve and advance the business and interests of the Company in
a manner consistent with the duties of the Executive’s position. The Executive may serve on boards of directors or advisory boards of businesses that are not competitors of the Company or which do not create a conflict of interest or on the
boards of civic and not for profit organizations. The Executive has disclosed in writing such memberships to the Chief Executive Officer prior to the execution of this Agreement and shall disclose such information at least annually thereafter.

  
 4. Compensation. As compensation for the services to be
performed by the Executive during the Term, the Company shall provide to the Executive: 
  
 (a) an annual base salary of not less than three hundred thousand dollars ($300,000), with an increase to three hundred twenty-five
thousand dollars ($325,000) effective January 1, 2005 (“Salary”); 
  
 (b) a target annual incentive opportunity of not less than sixty percent (60%) of the Salary (“Target Annual Incentive”). The performance goals required to earn the Target Annual Incentive shall be 

  

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approved by the Board of Directors and communicated to the Executive prior to the end of the first quarter of the year for which the opportunity pertains;
and 
  
 (c) a target annualized long-term
incentive opportunity at a percentage appropriate to similarly situated Executives in the Company’s next Long-Term Incentive Plan, which is contemplated to commence in 2004 (“Target Long-Term Incentive”). The performance goals
required to earn the Target Long-Term Incentive shall be approved by the Board of Directors and communicated to the Executive prior to the end of the first quarter of the performance period for which the opportunity pertains. If such performance
period is longer than one year, the Target Long-Term Incentive opportunity shall be adjusted accordingly based on the number of years in the performance period. 
  

Should the Company elect to increase any element of the Executive’s compensation during the Term, the Agreement shall be deemed amended to incorporate the new
increased Salary or Target Annual Incentive or Target Long-Term Incentive effective as of the date specified for the increase. The payment of any compensation hereunder shall be subject to applicable withholding and payroll taxes, and such other
deductions as may be required under the Company’s employee benefit plans, and shall be paid in accordance with the Company’s normal payroll and incentive administration practices as they may exist from time to time. 
  
 5. Benefits. In addition to the payments set forth in Section 4, the
Executive shall: 
  
 (a) be eligible to
participate in all fringe benefits, paid time off program, incentive plans, and retirement programs, both tax-qualified and non-qualified, that may be provided by the Company for its executives, in accordance with the provisions of any such programs
or plans; 
  
 (b) be eligible to participate in
any life, disability or other similar insurance plans, medical and dental plans or other employee welfare benefit plans that may be provided by the Company for its executives, in accordance with the provisions of any such plans; and 
  
 (c) be eligible to participate in any post retirement
medical, dental and life insurance plans that may be provided by the Company for its 

  

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executives, in accordance with the provision of any such plans, but with the payment of whatever contribution that the Company requires that other such
retirees would pay for such coverage. 
  
 6. Expenses. The
Company shall, in accordance with and to the extent of its policies, pay all ordinary and necessary business expenses incurred by the Executive in performing his duties as an executive. The Executive shall account promptly for all such business
expenses in the manner prescribed by the Company. 
  
 7.
Termination. The Executive’s employment shall be terminated upon the occurrence of any of the following: 
  
 (a) the death of the Executive; 
  
 (b) the Executive’s disability (as such term is defined in the Company’s executive long-term disability plan)
(“Disability”); 
  
 (c) the termination
of employment by the Executive for any reason; 
  
 (d) the termination of employment by the Company For Cause (as defined below); or 
  
 (e) the termination of employment by the Company other than For Cause. 
  
 The term “For Cause” or “Cause” shall mean a reasonable determination by the Company that the Executive
(i) has been convicted of a felony, (ii) has engaged in an activity which, if proven in a criminal proceeding, could result in conviction of a felony involving dishonesty or fraud, or (iii) has willfully engaged in gross misconduct likely to be
materially damaging or materially detrimental to the Company. In order to be effective, the Company must give the Executive at least sixty (60) calendar days advance written notice of its intent to terminate his employment “For Cause”
setting forth the specific action(s) by the Executive which triggered the notice and such written notice must be received by the Executive no more than one hundred eighty (180) calendar days after the Company learned of the action(s) giving rise to
the “For Cause” termination. 
  

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 8. Death of The Executive. In the event the Executive’s employment is terminated as a result
of the Executive’s death, the estate of the Executive shall be entitled to receive the Executive’s Salary for a period of the lesser of six (6) months or the unexpired portion of the Term, plus an amount equal to fifty percent (50%) of
Target Annual Incentive and Target Long-Term Incentive for the year of death. 
  
 9. Disability of The Executive. In the event the Executive’s employment is terminated as a result of Disability, the Executive shall be entitled to receive his Salary and medical and dental benefits for a
period of the lesser of six (6) months or the unexpired portion of the Term, plus an amount equal to fifty percent (50%) of Target Annual Incentive and Target Long-Term Incentive for the year of Disability, reduced by any payments received by the
Executive under the Company’s executive long-term disability plan. 
  
 10. Executive-Initiated Termination or Company-Initiated For Cause. If the Executive terminates this Agreement for any reason other than that provided in Section 11 or the Company terminates this Agreement For Cause, the Company
shall have no further obligations and liabilities under this Agreement after the termination of employment. 
  
 11. Termination Other Than For Cause. In the event the Executive’s employment is terminated by the Company other than For Cause, or if the
Executive terminates this Agreement because the Company has failed to comply with Section 2, the Company shall have no further obligations or liabilities under this Agreement except that the Company shall pay, for the greater of eighteen (18) months
or the remainder of the Term, the following to the Executive if the Executive satisfies the terms of Section 13: 
  
 (a) the Executive’s Salary; 
  
 (b) the Annual Incentive and Long-Term Incentive awards for the year of termination, based upon the achievement of the performance goals
for the plans for the entire year of termination prorated to reflect the full number of months the Executive was employed during that year; 
  
 (c) all unvested, prior Long-Term Incentive awards; 
  

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 (d) an amount equal to fifty percent (50%) of any Target Annual Incentive and Target
Long-Term Incentive opportunity which the Executive would otherwise have been eligible to receive as of the effective date of the Executive’s termination of employment; and 
  
 (e) the medical and dental plan benefits for which the Executive would otherwise have been eligible to
receive as of the effective date of the Executive’s termination of employment. 
  
 12. Payment of Compensation Described in Sections 8, 9 or 11. The compensation items specified in Sections 8, 9 or 11 shall be paid as follows: 
  
 (a) the Salary shall be paid over the remaining Term or other period as described in Sections 8, 9 or 11 in
accordance with the Company’s normal payroll practices; and 
  
 (b) the current and future Annual and Long Term Incentive awards and opportunities shall be paid within ninety (90) days after the end of the performance period for which the incentive applied. 
  
 13. Execution of Release. As a condition of receiving the compensation
and benefits described in Sections 9 or 11, the Executive shall first execute a release of any and all claims arising out of the Executive’s employment with the Company or the Executive’s separation from such employment (including, without
limitation, claims relating to age, disability, sex or race discrimination to the extent permitted by law), excepting only claims arising out of the alleged breach of this Agreement or of any other written contract between the Executive and the
Company. Such release shall be in a form reasonably satisfactory to the Company and shall comply with any applicable legislative or judicial requirements, including, but not limited to, the Older Workers Benefit Protection Act. An example of such
release is attached as Attachment A. 
  
 14. Protection of the
Company’s Business. The Executive acknowledges that in the course of his employment he will acquire knowledge of trade secrets and confidential data of the Company. Such trade secrets and confidential data may include, but are not limited
to, confidential product information, provider contracts, customer lists, technical information, methods by which the Company proposes to compete with its business competitors, strategic 

  

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and business plans, confidential reports prepared by business consultants which may reveal strengths and weaknesses of the Company and its competition and
similar information relating to the Company. The Executive, in order to perform his obligations under this Agreement, must necessarily acquire knowledge of such trade secrets and confidential data, all of which the Executive acknowledges are not
known outside the business of the Company, are known only to a limited group of its top executives and directors, are protected by strict measure to preserve secrecy, are of great value to the Company, are the result of the expenditure of large sums
of money, are difficult for an outsider to duplicate, and disclosure of which would be extremely detrimental to the Company. The Executive covenants to keep all such trade secrets or confidential data secret and not to release such information to
persons not authorized by the Company to receive such secrets and data, both during the term of this Agreement and at all times following its termination. The Executive acknowledges that trade secrets and confidential data need not be expressly
marked as such by the Company. 
  
 15. Documents, Etc. All
records, files, documents, equipment and the like shall be, and remain, the sole property of the Company. The Executive, on the termination of his employment, shall immediately return to the Company all such items without retention of any copies.

  
 16. Limited Non-Competition. During the
Executive’s employment and for a limited time thereafter, the Company must protect its legitimate business interests by limiting the Executive’s ability to compete with the Company. This limited non-competition provision is drafted
narrowly so as to be able to safeguard the Company’s legitimate business interests while not unreasonably interfering with the Executive’s ability to obtain other employment. The Company does not intend, and the Executive acknowledges,
that this limited non-competition provision is not an attempt to prevent the Executive from obtaining other employment. The Executive further acknowledges that the Company may need to take action, including litigation, to enforce this limited
non-competition provision, which efforts the parties stipulate shall not be deemed an attempt to prevent the Executive from obtaining other employment. 
  
 (a) During Employment By Company. During the Executive’s employment, Executive shall not, directly or indirectly, have any
ownership interest in, work for, advise, manage, or act as an agent or consultant for, or have any business connection or business or employment relationship with any person or entity that competes with the Company or 

  

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that contemplates competing with the Company without the prior written approval of the Chief Executive Officer. 
  
 (b) During Post-Employment Period. For a period of
eighteen (18) months after the Executive’s termination of employment (regardless of the reason), or for the duration of the Executive’s receipt of Salary under Section 11, whichever is longer, the Executive shall not: 
  
 (i)(A) directly or indirectly have any ownership interest in
any entity or person engaged in development or sale of a product or service which competes with or is substantially similar to any product or service sold by the Company, in any jurisdiction in which the Company operates or in which the Company
reasonably expects to operate pursuant to provisions of a strategic plan adopted by the Board of Directors; 
  
 (i)(B) directly or indirectly have any ownership interest in any entity or person engaged in development or sale of a product or service
which competes with or is substantially similar to any product or service sold by the Company, within the geographical area in which the Executive has been performing services on behalf of the Company or for which he has been assigned responsibility
at any time within the twenty-four (24) months preceding his termination; 
  
 (ii)(A) in a competitive capacity, directly or indirectly work for, advise, manage, or act as an agent or consultant for or have any business connection or business or employment relationship with any entity or person
engaged in development or sale of a product or service which competes with or is substantially similar to any product or service sold by the Company, in any jurisdiction in which the Company operates or in which the Company reasonably expects to
operate pursuant to provisions of a strategic plan adopted by the Board of Directors; 
  
 (ii)(B) in a competitive capacity, directly or indirectly work for, advise, manage, or act as an agent or consultant for or have any
business connection or business or employment relationship with any entity or person engaged in development or sale of a product or service which competes with or is substantially similar to any product or service sold by the Company, within the
geographical area in which the Executive has been performing services on behalf of the Company or for which the Executive 

  

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has been assigned responsibility at any time within the twenty-four (24) months preceding his termination; 
  
 (iii)(A) directly or indirectly market, sell or otherwise
provide any product or service which is competitive with or substantially similar to any product or service sold by the Company, to any customer of the Company with whom the Executive has had contact (either directly or indirectly) or over which he
has had responsibility at any time within the twenty-four (24) months preceding his termination; 
  
 (iii)(B) directly or indirectly market, sell or otherwise provide any product or service which is competitive with or substantially
similar to any product or service sold by the Company, to any customer of the Company; or 
  
 (iv) directly or indirectly, on behalf of the Executive or any third party, make any business contacts with, solicit or accept business
from any customer of the Company for any product or service which is competitive with or substantially similar to any product or service sold by the Company; 
  

(c) Separate and Several Covenants. The Executive acknowledges that after termination of his employment, he will inevitably
possess trade secrets and confidential data of the Company which he would inevitably use if he were to engage in conduct prohibited as set forth above, and such use would be unfair to and extremely detrimental to the Company. The Executive further
acknowledges that in view of the benefits provided him by this Agreement, such conduct on his part would be inequitable. Accordingly, the Executive separately and severally covenants for the benefit of the Company to keep each of the covenants
described in this Section 16 for the period specified above. 
  
 (d) Acknowledgment of the Company’s Superseding Interest in Protecting its Business. The Executive recognizes that personal relationships between the Company, its employees and customers are essential to
the Company’s business operations and that the Company furthers such relationships by investments of time and money. The Executive recognizes that this Agreement is reasonably necessary to protect the Company’s legitimate interest in its
customers, and to protect the 

  

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Company’s confidential information and goodwill, and acknowledges that nothing contained in this Agreement shall unreasonably alter the Executive’s
ability to obtain a livelihood or preclude the Executive from engaging in his profession. The Executive, therefore, acknowledges that the Company’s interest in maintaining its relationships with its established customers for at least one (1)
year after termination of the Executive’s employment, or for the duration of the Executive’s receipt of Salary under Section 11, whichever is longer, supersedes any interest of the Executive in soliciting, servicing, or accepting the
Company’s customers on behalf of any entity other than the Company during that period of time. 
  
 (e) Publicly Traded Stock. Nothing in the foregoing provisions of this section prohibits the Executive from purchasing for
investment purposes only, any stock or corporate security traded or quoted on a national securities exchange or national market system. 
  
 (f) Maximum Application. The parties expressly agree that the terms of this limited non-competition provision under this section
are reasonable, enforceable, and necessary to protect the Company’s interests, and are valid and enforceable. In the unlikely event, however, that a court of competent jurisdiction were to determine that any portion of this limited
non-competition provision is unenforceable, then the parties agree that the remainder of the limited non-competition provision shall remain valid and enforceable to the maximum extent possible. 
  
 17. Other Limited Prohibitions. During the Executive’s employment
and for the longer of one (1) year after termination, or for the duration of the Executive’s receipt of Salary under Section 11, the Executive shall not: 
  

(a) request or advise any customer of the Company, or any person or entity having business dealings with the Company, to withdraw,
curtail or cease such business with the Company; 
  
 (b) disclose to any person or entity the identities of any customers of the Company, or the identity of any persons or entities having business dealings with the Company; or 
  

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 (c) directly or indirectly influence or attempt to influence any other employee of the
Company to separate from the Company. 
  
 18. Specific
Enforcement/Injunctive Relief. The Executive agrees that it would be difficult to measure damages to the Company from any breach of the covenants contained in Sections 14 through 17, but that such damages from any breach would be great,
incalculable and irremediable, and that damages would be an inadequate remedy. Accordingly, the Executive agrees that the Company may have specific performance of the terms of this Agreement in any court permitted by this Agreement. In addition, if
the Executive violates the non-competition provisions of Section 16 or 17, the Executive agrees that any period of such violation shall be added to the term of the non-competition. For example, if the Executive violated the provision for three (3)
months, the Company would be entitled to enforce the non-competition provision for one (1) year, or for the duration of the Executive’s receipt of Salary under Section 11, plus three (3) months post-termination. In determining the period of any
violation, the parties stipulate that in any calendar month in which the Executive engages in any activity violative of the non-competition provision, the Executive is deemed to have violated the non-competition provision for the entire month, and
that month shall be added to the duration of the non-competition provision as set out above. The parties agree however, that specific performance and the “add back” remedies described above shall not be the exclusive remedies, and the
Company may enforce any other remedy or remedies available to it either in law or in equity including, but not limited to, temporary, preliminary, and/or permanent injunctive relief. 
  
 19. Severability. If any provision of this Agreement is held invalid, such invalidity shall not affect the other
provisions of this Agreement which shall be given effect independently of the invalid provisions and, in such circumstances, the invalid provision is severable. 
  

20. Governing Law. This Agreement shall be construed in accordance with the laws of the State of Indiana. The parties expressly agree that it is
appropriate for Indiana law to apply to: (i) the interpretation of the Agreement; (ii) any disputes arising out of this Agreement; (iii) any disputes arising out of the employment relationship of the parties; and (iv) any and all other disputes
between the parties. 
  

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 21. Choice of Forum. The Company is based in Indiana, and the Executive understands and
acknowledges the Company’s desire and need to defend any litigation against it in Indiana. Accordingly, the parties agree that any claim of any type brought by the Executive against the Company or any of its employees or agents must be
maintained only in a court sitting in Marion County, Indiana, or, if a federal court, the Southern District of Indiana, Indianapolis Division. 
  
 The Executive further understands and acknowledges that in the event the Company initiates litigation against the Executive, the Company may need to
prosecute such litigation in the Executive’s forum state, in the State of Indiana, or in such other state where the Executive is subject to personal jurisdiction. Accordingly, the parties agree that the Company can pursue any claim against the
Executive in any forum in which the Executive is subject to personal jurisdiction. The Executive specifically consents to personal jurisdiction in the State of Indiana. 
  
 22. Mandatory Arbitration. Any controversy or claim arising out of, or relating to this Agreement, or the breach
thereof, other than a claim arising out of the Executive’s breach of the confidentiality and non-competition provisions of Section 14 through 17, shall be settled by arbitration in Indianapolis, Indiana, in accordance with the Rules of the
American Arbitration Association before arbitrators who are licensed to practice law. The arbitrator or arbitrators shall apply the substantive law of Indiana or federal law, or both, as applicable to the dispute. Any award entered shall be final,
binding and nonappealable, and judgment upon the award rendered by the arbitrator or arbitrators may be entered in any court having jurisdiction thereof. 
  
 In the event that the Company refuses or otherwise fails to make a payment when due and it is ultimately decided that the Executive is entitled to such
payment, such payment shall be increased to reflect an interest equivalent for the period of delay, compounded annually, equal to the prime or base lending rate used by Bank One Indiana, NA, and in effect as of the date the payment was first due.

  
 23. Non-Jury Trials. Notwithstanding the provisions of
Sections 18 and 22 above, and if the provisions of Section 18 or 22 above are not enforceable, the Executive expressly waives any rights to a jury trial and agrees that any claim of any type made against the Company or its agents or executives
(including, but not limited to, employment discrimination litigation, wage 

  

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litigation, defamation, or any other claim) lodged in any court will be tried, if at all, without a jury. 
  
 24. Nonalienation of Benefits. Except as may otherwise be required by
law, no right to receive payments under this Agreement shall be subject to anticipation, commutation, alienation, sale, assignment, encumbrance, charge, pledge, bankruptcy or hypothecation or to exclusion, attachment, levy or similar process or
assignment by operation of law, and any attempt, voluntary or involuntary, to effect any such action shall be null, void and of no effect. 
  
 25. Legal Fees and Costs. All legal and other fees and expenses, including, without limitation, any arbitration expenses, incurred by the Executive
in connection with contesting or disputing any termination of employment, in seeking to obtain or enforce any right or benefit provided for in this Agreement, or in otherwise pursuing any right or claim, shall be paid by the Company, to the extent
permitted by law, provided that the Executive makes a formal written settlement demand prior to trial or arbitration and is ultimately successful, in obtaining through trial or arbitration more than fifty percent (50%) of the monetary relief sought,
in his final written settlement demand exclusive of attorney’s fees. 
  
 26. Notices. Any notice required or permitted to be given under this Agreement shall be sufficient if in writing and will be deemed to have been given when delivered in person (to the Executive if such notice
is for the Executive) or five (5) days following sending by overnight courier or mailing by first class, certified or registered mail, postage prepaid, to the Executive at his home address, or such addresses as the Executive shall have designated in
writing, or if to the Company, to the attention of the Corporate Secretary, at the Company’s principal place of business, 120 Monument Circle, Indianapolis, Indiana 46204. 
  
 27. Headings. The various headings of this Agreement are inserted for convenience only and shall not affect the
meaning or interpretation of this Agreement or any of its provisions. 
  
 28. Successors and Assigns. The rights and obligations of the Company under this Agreement shall inure to its benefit, its successors and affiliated companies and shall be binding upon the successors and assigns of the Company. This
Agreement, being personal to the Executive, cannot be assigned 

  

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by the Executive, but his personal representative shall be bound by all its terms and conditions. 
  
 29. Waiver and Amendments, Etc. Failure of the Company to insist upon
strict compliance with any terms or provisions of this Agreement shall not be deemed a waiver of any terms, provisions or rights of the Company. Moreover, no modifications, amendments, extensions or waivers of this Agreement or any provisions hereof
shall be binding upon the Company or the Executive unless in writing and signed by the Executive and the Company. 
  
 30. Complete Agreement. This Agreement constitutes the entire employment agreement of the parties and supersedes all prior employment agreements
addressing the terms, conditions, and issues contained herein. Nothing in this Agreement, however, affects any separate written agreements addressing other terms and conditions and issues agreed to by the parties. 
  
 31. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same agreement. 
  

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 IN WITNESS WHEREOF, the Company and the Executive have duly executed and delivered this Agreement effective as of the day
and year first above written. 
  

					
	Randall Lewis
	
	 /s/ Randall Lewis




  

			
	Anthem, Inc.
		
	 By:
	 	 /s/ Larry C. Glasscock

		
	 Name:
	 	 Larry C. Glasscock

		
	 Title:
	 	 President and Chief Executive Officer



  

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