ex10_18.htm


    
      

    

    Exhibit
10.18

    
Amendment
No. 2 to Employment Agreement

    
      


      


      Amendment
Number 2 to the Amended and Restated Employment Agreement dated as of December
5, 2003 (the “Employment Agreement”) as further amended on January 27, 2006, by
and between Aetna Inc. (“Aetna”), a Pennsylvania corporation and Ronald A.
Williams (“Executive”).

       

      Whereas, Aetna and Executive
have previously entered into the Employment
Agreement;

       

      Whereas, the Employment
Agreement was amended on January 27, 2006 (“Amendment Number
1”);

       

      Whereas, Aetna and Executive
wish to further amend the Employment Agreement to comply with Section 409A of
the Internal Revenue Code of 1986 and the regulations issued thereunder, as
amended from time to time (“Section 409A”);

       

      Now, Therefore, the
Employment Agreement is further amended effective December 31, 2008, as
follows:

      


      
        	
                 
      

              	
                1.

              	
                Section
      2.02(a) is amended to add the following sentence at the end
      thereof:  “All bonuses shall be paid no later than March 15th of
      the calendar year immediately following the year to which such bonuses
      relate.”

              


      

       

      
        	
                 
      

              	
                2.

              	
                Section
      2.03(c) is amended to add the following sentence at the end
      thereof:  “Notwithstanding the foregoing sentence, the parties
      agree that Executive is not entitled to any vested benefit under his prior
      employer’s defined benefit plan and therefore no offset shall be
      applied.”

              


      

       

      
        	
                 
      

              	
                3.

              	
                Section
      2.03(d) is amended to delete the last sentence thereof and replace it with
      the following sentence:  “The Pension Benefit shall be payable
      in the form and at the times provided, from time to time, in the
      Retirement Plan and the Supplemental Pension Benefit Plan, as
      applicable.”

              


      

       

      
        	
                 
      

              	
                4.

              	
                Section
      3.02(b)(i) is amended to add the following sentence at the end
      thereof:

              


      

       

      “The
payment date with respect to restricted stock units (RSUs) shall be the vesting
date, provided, however, that to the extent any Award constitutes ‘deferred
compensation’ within the meaning of Section 409A, such Award shall vest as
provided herein but payment shall not accelerate unless the Change in Control
would also be treated as having resulted in the occurrence of a ‘change in
control event’ as such term is defined in Treasury Regulation Section
1.409A-3(i)(5)(i) (a “409A Change in
Control”).”

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

      
        	
                 
      

              	
                5.

              	
                Section
      3.02(b)(ii) is amended to add the following at the end of the last
      sentence thereof:  “, including the last sentence
      thereof”.

              


      

       

      
        	
                 
      

              	
                6.

              	
                Section
      3.03(y) is amended to add the following phrase at the end
      thereof:  “, provided that a
      Change in Control must occur within six (6) months following the
      Qualifying Event for this Section 3.03(y) to be
  applicable.

              


      

       

      
        	
                 
      

              	
                7.

              	
                Section
      3.03(a) is amended to (i) delete the words “as soon as practicable”; (ii)
      add the following phrase after the words “document business
      expenses”:  “, payable in accordance with the Company’s payroll
      practice or applicable plan, policy or program”; and (iii) add the
      following phrase after the words “(the “Pro-Rata Bonus
      Amount”)”:  “, payable on the sixtieth (60th) day following the
      Qualifying Event.”.

              


      

       

      
        	
                 
      

              	
                8.

              	
                Section
      3.03(b) is amended to delete the words “as soon as practicable a lump sum
      amount”.

              


      

       

      
        	
                 
      

              	
                9.

              	
                Section
      3.03 is amended to add a new paragraph (d) as
  follows:

              


      

       

      “(d)  Notwithstanding the
foregoing:

       

      (i)      if
the Qualifying Event occurs after a Change in Control and such Change in Control
is also a 409A Change in Control, then (A) the amounts provided in Section
3.04(b)(i) shall be paid in a lump sum amount on the sixtieth (60th) day
following the Qualifying Event (and subject to the Delay Period, if applicable)
and (B) the excess of the amounts provided in Section 3.03(b)(i) and (ii) over
the amounts provided in Section 3.04(b)(i) shall be paid in a lump sum amount on
the date that is six (6) months and one (1) day following the Qualifying
Event;

       

      (ii)     if
the Qualifying Event occurs after a Change in Control and such Change in Control
is not a 409A Change in Control, then (A) the amounts provided in Section
3.04(b)(i) shall be paid in accordance with such Section 3.04(b)(i), (B) the
excess of the amounts provided in Section 3.03(b)(i) and (ii) over the amounts
provided in Section 3.04(b)(i) shall be paid in a lump sum amount on the date
that is six (6) months and one (1) day following the Qualifying Event and (C)
all other benefits and payments provided in Section 3.04(b) shall be paid or
provided in accordance with such Section 3.04(b) and any excess of benefits and
payments provided in Section 3.03 shall be paid or provided in accordance with
such Section 3.03;

       

      (iii)    If
a Contemplation of a Change in Control is applicable and a Change in Control
occurs after a Qualifying Event (whether or not such Change in Control is also a
409A Change in Control), then (A) the amounts provided in Section 3.04(b)(i)
shall continue to be paid 

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      in
accordance with such Section 3.04(b)(i), (B) the excess of the amounts provided
in Section 3.03(b)(i) and (ii) over the amounts provided in Section 3.04(b)(i)
shall be paid in a lump sum amount on the date that is six (6) months and one
(1) day following the Qualifying Event and (C) all other benefits and payments
provided in Section 3.04(b) shall be paid or provided in accordance with such
Section 3.04(b) and any excess of benefits and payments provided in Section 3.03
shall be paid or provided in accordance with such Section 3.03.

       

      
        	
                    
      10.

              	
                Section
      3.04(b)(i) is amended to add the following language at the end
      thereof:  “provided that such release shall be signed and
      returned to the Company not later than 60 days following the Qualifying
      Event and provided further that any payment required hereunder shall not
      begin until the sixtieth (60th) day following a Qualifying
      Event.”

              


      

       

      
        	
                    
      11.

              	
                Section
      3.06 is deleted in its entirety.

              


      

       

      
        	
                     12.

              	
                Section
      4.02(b) is amended to delete the last sentence thereof and to replace it
      with the following sentence: “In the event that the Payments are subject
      to reduction hereunder, the Company will reduce first the Payments made
      under Section 3.03(b) (or 3.04(b)(i), as the case may be) and then, if
      necessary, will reduce other Payments
pro-rata.”

              


      

       

      
        	
                    
      13.

              	
                Section
      4.04(a) is amended to add the following at the end thereof:  “;
      provided, however, that entitlement to payment under this Section 4.04(a)
      shall not accelerate payment of, or change the form of payment with
      respect to, the original Payments that were reduced under Section
      4.02(b).”

              


      

       

      
        	
                    
      14.

              	
                Section
      4.04(b) is amended to delete the second sentence thereof and to replace it
      with the following sentence: “In the event that the Redetermined Payments
      are subject to reduction under this paragraph and any such portion of the
      Redetermined Payments has not yet been paid to Executive, the Company will
      reduce first the portion of such unpaid Redetermined Payments that is
      attributable to amounts payable under  Section 3.03(b) (or
      3.04(b)(i), as the case may be) and then, if necessary, will reduce other
      portions of the Redetermined Payments
pro-rata.”

              


      

       

      
        	
                    
      15.

              	
                Section
      6.02 is amended to (i) delete the words “or connection with a termination
      in a Contemplation of a Change in Control” and (ii) add the following at
      the end thereof: “or the arbitrator determines that a termination occurred
      in connection with a Contemplation of a Change in Control, provided that
      payment for Executive’s legal fees and expenses shall be made within sixty
      (60) days following the applicable
  determination.”

              


      

       

      
        	
                    
      16.

              	
                Section
      6.17 is amended in its entirety to add the following
      paragraphs:

              


      

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

      “(a)           The
intent of the parties is that payments and benefits under this Agreement comply
with or be exempt from Internal Revenue Code Section 409A and the regulations
and guidance promulgated thereunder (collectively “Code
Section 409A”) and, accordingly, to the maximum extent permitted, this
Agreement shall be interpreted to be in compliance therewith.  If
Executive notifies the Company (with specificity as to the reason therefor) that
Executive believes that any provision of this Agreement (or of any award of
compensation, including equity compensation or benefits) would cause Executive
to incur any additional tax or interest under Code Section 409A or the Company
independently makes such determination, the Company shall, after consulting with
Executive, reform such provision to try to comply with or be exempt from Code
Section 409A through good faith modifications to the minimum extent reasonably
appropriate to conform with Code Section 409A.  To the extent that any
provision hereof is modified in order to comply with Code Section 409A, such
modification shall be made in good faith and shall, to the maximum extent
reasonably possible, maintain the original intent and economic benefit to
Executive and the Company of the applicable provision without violating the
provisions of Code Section 409A.

       

      (b)           A
termination of employment shall not be deemed to have occurred for purposes of
any provision of this Agreement providing for the payment of any amounts or
benefits upon or following a termination of employment unless such termination
is also a “separation from service” within the meaning of Code Section 409A and,
for purposes of any such provision of this Agreement, references to a
“termination,” “termination of employment” or like terms shall mean “separation
from service.”  If Executive is deemed on the date of termination to
be a “specified employee” within the meaning of that term under Code Section
409A(a)(2)(B), then with regard to any payment that is considered deferred
compensation under Code Section 409A payable on account of a “separation from
service,” such payment or benefit shall be made or provided at the date which is
the earlier of (i) the expiration of the six (6)-month period measured from the
date of such “separation from service” of Executive, and (ii) the date of
Executive’s death (the “Delay
Period”).  Upon the expiration of the Delay Period, all
payments and benefits delayed pursuant to this Section 6.17(b) (whether they
would have otherwise been payable in a single sum or in installments in the
absence of such delay) shall be paid or reimbursed to Executive in a lump sum,
and any remaining payments and benefits due under this Agreement shall be paid
or provided in accordance with the normal payment dates specified for them
herein.

       

      (c)           Any
reimbursements or in-kind benefits provided under this Agreement shall be
administered in accordance with Code Section 409A, such that:  (i) the
amount of expenses eligible for reimbursement, or in-kind benefits provided,
during one year shall not affect the expenses eligible for reimbursement or the
in-kind benefits provided in any other year; (ii) reimbursement of eligible
expenses shall be made on or before December 31 of the year following the year
in which the expense was incurred; and (iii) Executive’s right to reimbursement
or 

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

      in-kind benefits shall not be subject to liquidation
or to exchange for another benefit.  Any tax gross-up payment as
provided herein shall be made in any event no later than the end of the calendar
year immediately following the calendar year in which Executive remits the
related taxes, and any reimbursement of expenses incurred due to a tax audit or
litigation shall be made no later than the end of the calendar year immediately
following the calendar year in which the taxes that are the subject of the audit
or litigation are remitted to the taxing authority, or, if no taxes are to be
remitted, the end of the calendar year following the calendar year in which the
audit or litigation is completed.

       

      (d)           For
purposes of Code Section 409A, Executive’s right to receive any installment
payments pursuant to this Agreement shall be treated as a right to receive a
series of separate and distinct payments.  Whenever a payment under
this Agreement specifies a payment period with reference to a number of days
(e.g.,
“payment shall be made within thirty (30) days following the date of
termination”), the actual date of payment within the specified period shall be
within the sole discretion of the Company.

       

      [Signature Page to
Follow]

       


      
        
          
            


             

          

           


        

        
           


          
            

          

        

        
           


        

      


      IN WITNESS WHEREOF, the
undersigned has caused this Amendment Number 2 to be executed this 31 day of
December, 2008.

       

      





    
       

      
        	 
      	
                AETNA,
      INC.

              


      

      


       

      


       

      
        	 
      	 /s/
      Elease E. Wright 
	 
      	
                By:

              
	 
      	
                Title:

              


      

      


       

      
        	 
      	
                EXECUTIVE

                 

              
	 
      	/s/
      Ronald A. Williams  
	 
      	
                Ronald
      A. Williams