|
|
|
|
Document Preview Employee Benefits Agreement |
||||
|
|
||||
|
Click "Add to Cart" button to purchase document. |
||||
|
|
||||
|
Title: |
Employee Benefits Agreement |
|||
|
Entities: |
Aetna Inc.; ING Groep NV; Davis Polk & Wardwell; Sullivan & Cromwell |
|||
|
Date: |
2000 |
|||
|
Size: |
Preview shows 17KB of 82KB total |
|||
|
Price: |
$50 |
|||
|
ID: |
#330891 |
|||
|
|
||||
|
||||
|
|
||||
|
Start of Preview |
||||
EMPLOYEE BENEFITS AGREEMENT
between
Aetna Inc.
and
Aetna U.S. Healthcare, Inc.
--------------------------
Dated as of [ ], 2000
{PAGE}
EMPLOYEE BENEFITS AGREEMENT
EMPLOYEE BENEFITS AGREEMENT (the "Agreement") dated as of __________,
2000, among Aetna Inc., a Connecticut corporation (together with its successors,
"AI") and Aetna U.S. Healthcare, Inc., a Pennsylvania corporation (together with
its successors, "AUSHC") (AI and AUSHC, the "Aetna Companies").
W I T N E S S E T H :
- - - - - - - - - -
WHEREAS, AI has decided to consolidate the assets and operations of
its health care businesses and certain other businesses worldwide into AUSHC and
its subsidiaries and affiliates and to distribute the Common Stock of AUSHC to
the holders of AI capital stock (the "Distribution"); and
WHEREAS, in furtherance of the foregoing, AI and AUSHC have entered
into a distribution agreement, dated as of the date of this agreement (the
"Distribution Agreement"), and certain other agreements that will govern certain
matters relating to the Distribution and the relationship of AI and AUSHC and
their respective Subsidiaries following the Distribution; and
WHEREAS, pursuant to the Distribution Agreement, AI and AUSHC have
agreed to enter into this Agreement for the purpose of allocating assets,
liabilities, and responsibilities with respect to certain employee compensation
and benefit plans and programs between them;
NOW, THEREFORE, in consideration of the mutual promises contained
herein and in the Distribution Agreement, the Parties (as that term is defined
in the Distribution Agreement) agree as follows:
ARTICLE 1
DEFINITIONS
SECTION 1.01. Definitions (a) The following terms, as used herein,
shall have the following meanings:
"Action" means any claim, suit, action, arbitration, inquiry,
investigation or other proceeding of any nature (whether criminal, civil,
legislative, administrative, regulatory, prosecutorial or otherwise) by or
before any arbitrator or Governmental Entity or similar Person or body.
2
{PAGE}
"Affiliate" means Affiliate as such term is defined in the
Distribution Agreement.
"AI Business" means the Aetna Business as such term is defined in the
Distribution Agreement.
"AI Companies" means AI and the AI Subsidiaries.
"AI Employee Group" means all AI Employees and AI Non-U.S.
Employees.
"AI Employees" means each Person who (x), except with respect to up
to 4 Persons orally identified by AUSHC to AI and ING America Insurance
Holdings, Inc. to whom AUSHC may offer employment, which offer is accepted,
prior to the Distribution Date, is actively employed in the AI Business in the
United States who is listed on the payroll records of any of the AI Companies on
the Distribution Date, (y) is on short-term disability leave, authorized leave
of absence, military service or lay-off with recall rights, in each case in the
United States, as of the Distribution Date and who was last actively employed in
the AI Business by an AI Company (such inactive employees shall be offered
employment by an AI Company as of the date they return to active employment), or
(z) is listed on Schedule 1 hereto as an AI Employee and, in each case, their
respective beneficiaries. AI, AUSHC and ING America Insurance Holdings, Inc.
shall cooperate and mutually agree on the Persons to be listed on Schedule 1 and
those individuals who shall be considered AI Employees pursuant to clause (y)
above, the following sentence and Article 9 hereof. The foregoing
notwithstanding, AI Employees shall include any Person who was last actively
employed in the AI Business and who, on the Distribution Date, is receiving
salary continuation or severance benefits from any AI Company, the liability for
which such benefits is accrued on the books and records of any AI Company.
"AI Equity-Based Plans" means the Aetna Inc. 1998 Stock Incentive
Plan and the Aetna Inc., 1996 Stock Incentive Plan.
"AI ERISA Affiliate" means any entity that, together with AI and
after giving effect to the Restructuring, would be treated as a single employer
under Section 414 of the Code.
"AI Non-U.S. Employees" means each Person who, on the Distribution
Date, (x) is actively employed in the AI Business outside the United States by
any AI Company, (y) is on short-term disability leave, authorized leave of
absence, military service or lay-off with recall rights, in each case outside
the United States, as of the Distribution Date and who was last actively
employed in the AI
3
{PAGE}
Business by an AI Company (such inactive employees shall be offered employment
by an AI Company as of the date they return to active employment), or (z) is an
inactive or former employee and who was last actively employed in the AI
Business by an AI Company outside the United States including any Person who has
been on long-term disability leave or unauthorized leave of absence or who has
terminated his or her employment, retired or died on or before the Distribution
Date.
"AI Stock" means the Common Stock, without par value, of AI.
"AI Stock Value" means the closing per-share price of AI Stock as
listed on the NYSE on the last trading day before the Distribution Date.
"AI Subsidiaries" means the Subsidiaries of AI (determined after
giving effect to the Restructuring).
"AUSHC Business" means the Spinco Business as such term is defined in
the Distribution Agreement.
"AUSHC Companies" means AUSHC and the AUSHC Subsidiaries.
"AUSHC Employee Group" means all AUSHC Employees and AUSHC Retirees.
"AUSHC Employees" means any Person employed or formerly employed with
any of the Aetna Companies or any of their Subsidiaries, other than AUSHC
Retirees and Persons that are part of the AI Employee Group.
"AUSHC ERISA Affiliate" means any entity that, together with AUSHC
and after giving effect to the Restructuring, would be treated as a single
employer under Section 414 of the Code.
"AUSHC Retirees" means each Person who was employed by any of the
Aetna Companies or their Subsidiaries immediately prior to such Person's
retirement or other termination of employment from the Aetna Companies and their
Subsidiaries and who is not otherwise a member of the AI Employee Group, and
their respective beneficiaries.
"AUSHC Stock" means the common stock, par value $.005 per share, of
AUSHC.
"AUSHC Subsidiaries" means the Subsidiaries of AUSHC (determined
after giving effect to the Restructuring).
4
{PAGE}
"Close of the Distribution Date" means 11:59:59 P.M., Eastern
Standard Time or Eastern Daylight Time (whichever shall then be in effect), on
the Distribution Date.
"Closing Date" means the Closing Date as such term is defined in the
Merger Agreement.
"COBRA" means the continuation coverage requirements for "group
health plans" under Title X of the Consolidated Omnibus Budget Reconciliation
Act of 1985, as amended, and as codified in Code ss. 4980B and ERISA ss.ss. 601
through 608.
"Code" means the Internal Revenue Code of 1986, as amended, or any
successor federal income tax law. Reference to a specific Code provision also
includes any proposed, temporary, or final regulation in force under that
provision.
"Distribution" means Distribution as such term is defined in the
Distribution Agreement.
"Distribution Agreement" means the Distribution Agreement between AI
and AUSHC, to which this Agreement is Exhibit A.
"Distribution Date" means Distribution Date as such term is defined
in the Distribution Agreement.
"Distribution Documents" mean Distribution Documents as such term is
defined in the Distribution Agreement.
"ERISA" means the Employee Retirement Income Security Act of 1974, as
amended, or any successor federal labor or employment law. Reference to a
specific ERISA provision also includes any proposed, temporary, or final
regulation in force under that provision.
"FMLA" means the Family Leave and Medical Act of 1993, as amended.
"Governmental Entity" means Governmental Entity as such term is
defined in the Distribution Agreement.
"HMO" means a health maintenance organization that provides benefits
under the New AI Health and Welfare Plans or the AUSHC Health and Welfare Plans,
as the case may be.
5
{PAGE}
"Immediately after the Distribution Date" means 12:00 A.M., Eastern
Standard Time or Eastern Daylight Time (whichever shall then be in effect), on
the day after the Distribution Date.
"Liabilities" means any and all claims, debts, liabilities,
assessments, fines, penalties, damages, losses, disgorgements and obligations,
of any kind, character or description (whether absolute, fixed, contingent,
matured, not matured, liquidated, unliquidated, accrued, known, unknown, direct,
indirect, derivative or otherwise) whenever arising, all costs and expenses
relating thereto (including, but not limited to, all reasonable expenses of
investigation, all reasonable attorneys' fees and all reasonable out-of-pocket
expenses in connection with any Action or threatened Action).
"Merger Agreement" means the Agreement and Plan of Restructuring and
Merger dated as of , 2000, among AI, ING America Insurance Holdings, Inc.
and ANB Acquisition Corp.
"Pension Plan" means the Retirement Plan for Employees of Aetna
Services, Inc.
"Person" means Person as defined in the Distribution Agreement.
"Restructuring" means Restructuring as such term is defined in the
Distribution Agreement.
"Savings Plan" means the Aetna Services, Inc. Incentive Savings Plan
"Specified Participant" means any AI Employee who was a "Transition
Participant" in the Pension Plan and who on December 31, 2000 (x) will have at
least 9 years of service (calculated as 8 years and 22 weeks of service) and is
less than 50 years of age or (y) will have at least 5 years of service
(calculated as 4 years and 22 weeks of service) and is at least 50 years old and
less than 62 years old.
"Subsidiary" means, with respect to any Person, any entity of which
securities or other ownership interests having ordinary voting power to elect a
majority of the board of directors or other persons performing similar functions
are directly or indirectly owned by such Person.
"Supplemental Plans" means the Aetna Services, Inc. Supplemental
Incentive Savings Plan and the Aetna Services, Inc. Supplemental Pension Benefit
Plan (amended and restated as of January 1, 1999).
6
{PAGE}
"Transition Period" means, the period during which AUSHC provides to
AI transition services pursuant to the Distribution Agreement or any Exhibits
thereto.
(b) Each of the following terms is defined in the Section set forth
opposite such term:
TERMS SECTION
Adjusted Transfer Amount 3.03
Aeltus Arrangements 4.11
Agent 6.01
AI Aeltus Liabilities 4.11
AI Assumed Liabilities 6.01
AI Bonus Liabilities 2.04
AI DC Plan Liabilities 3.01
AI Deferred Compensation Liabilities 3.02
AI Gross-Up Liabilities 4.10
AI Health and Welfare Liabilities 4.01
AI International Liabilities 5.02
AI Phantom Liabilities 4.11
AI Retiree Health and Life Liabilities 4.02
AI Supplemental Liabilities 3.02
AI WCP Liabilities 4.06
AUSHC Aeltus Liabilities 4.11
AUSHC Assumed Plans 2.02
AUSHC Bonus Liabilities 2.04
AUSHC DCSAP 4.13
AUSHC Deferred Compensation Liabilities 3.02
AUSHC Foreign Phantom Liabilities 4.11
AUSHC Gross-Up Liabilities 4.10
AUSHC HCSAP 4.13
AUSHC Health and Welfare Liabilities 4.01
AUSHC Health and Welfare Plans 4.01
AUSHC International Liabilities 5.02
AUSHC Phantom Liabilities 4.11
AUSHC Retained Liabilities 6.01
AUSHC WCP Liabilities 4.06
AUSHC's Actuary 3.03
DB Plan 3.03
DC Plan 3.01
Direct Rollover 3.01
Director Liabilities Art. 5
Gross-Up Payments 4.10
Initial Transfer Amount 3.03
New AI Plans 2.03
New AI Health and Welfare Plans 4.01
PBGC 3.03
Plan Rate 3.03
Phantom Arrangements 4.11
PTO 4.16
7
{PAGE}
Retained Retiree Health and Life Liabilities 4.02
Retained Pension Liabilities 3.03
Retained Savings Plan Liabilities 3.01
Retained Supplemental Liabilities 3.02
|
End of Preview |
Home Intelligence Services Subscriptions News About Us