CIGNA Corp 8-K
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date
of
Report (Date of earliest event reported) December
8, 2005
CIGNA
Corporation
(Exact
name of registrant as specified in its charter)
|
Delaware
(State
or other jurisdiction of incorporation)
|
1-8323
(Commission
File Number)
|
06-1059331
(IRS
Employer
Identification
No.)
|
One
Liberty Place, 1650 Market Street
Philadelphia,
Pennsylvania 19192
(Address
of principal executive offices) (Zip Code)
Registrant's
telephone number, including area code:
(215)
761-1000
Not
Applicable
(Former
name or former address, if changed since last report)
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
[
]
Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[
]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[
]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act
(17 CFR 240.14d-2(b))
[
]
Pre-commencement communication pursuant to Rule 13e-49(c) under the Exchange
Act
(17 CFR 240.13e-4(c))
Item
1.01
Entry
into a Material Definitive Agreement.
Director
Compensation Program
On
December 8, 2005, CIGNA's Board of Directors approved a new Director
Compensation Program, which is filed as Exhibit 10.1 to this report and is
incorporated herein by reference. The Director Compensation Program modifies
among other features, the structure and amount of the Board and Committee
retainers. The Board of Directors also approved an Amended and Restated
Restricted Stock/Stock Equivalent Plan for Non-Employee Directors of CIGNA
Corporation, which is filed as Exhibit 10.2 to this report and is incorporated
herein by reference. The amendments to the Restricted Stock/Stock Equivalent
Plan modify the vesting period of grants of restricted common stock and
restricted common stock equivalents. Restricted shares vest on the later of
(1)
six months after the date of grant; or (2) the earlier of nine years of service
on the Board or termination of service for certain reasons such as retirement,
death, disability, or change of control. Restricted share equivalents vest
on
the later of (1) six months after the date of grant; or (2) the earliest of
nine
years of service on the Board, attainment of age 65, change of control, or
death
or disability of the director. Payout of vested restricted share equivalents
occurs at termination of service. No grants will be made under the Restricted
Stock/Stock Equivalent Plan on or after January 17, 2006 except to eligible
directors whose service as a member of the Board started before January 1,
2006.
The
new
Director Compensation Program takes effect January 1, 2006. The Amended and
Restated Restricted Stock/Stock Equivalent Plan is effective January 17,
2006.
Agreement
and Release with Gregory H. Wolf
On
December 12, 2005, Life Insurance Company of North America (LINA), a subsidiary
of CIGNA Corporation, entered into an Agreement and Release with Gregory H.
Wolf, the former President of CIGNA Group Insurance, with respect to the
termination of his employment effective February 28, 2006. The agreement
provides, among other things, that, in exchange for certain promises, covenants
and waivers, including those relating to confidentiality, release,
non-competition and non-solicitation, LINA will pay Mr. Wolf: (1) his salary
until his termination date; (2) a lump sum payment of 22/26 of his annual salary
rate on or before March 15, 2006; (3) an amount equal to his annual bonus target
multiplied by 100% or the Group Insurance division rating, if higher; (4)
$10,000 on or before March 15, 2006 to cover CIGNA's Executive Financial
Services Program through December 31, 2006 and for reasonable tax preparation
fees for income through December 31, 2006; and (5) an amount equal to the value
of 100% of the shares of restricted stock and 33% of the deferred stock units
that he forfeits on his termination date based upon an average closing price
of
a share of CIGNA Corporation common stock on the 30 trading days ending on
his
termination date. Also, LINA will pay Mr. Wolf a lump sum cash payment, on
or
before March 15, 2006, with respect to previously awarded Strategic Performance
Units (SPU), based on the prorated number of SPUs and SPU value, as
follows:
| · |
100%
of the SPUs granted for the 2003-2005 performance period at
$120;
|
| · |
67%
of the SPUs granted for the 2004-2006 performance period at $75;
and
|
| · |
33%
of the SPUs granted for the 2005-2007 performance period at
$75.
|
Upon
Mr.
Wolf’s termination, all of his unexercised options will expire. Until December
31, 2006, Mr. Wolf will be eligible to participate in group health care and
life
insurance coverage on the same basis as active employees. Also, Mr. Wolf will
receive executive outplacement services, including office space and secretarial
staff, until February 28, 2007. Mr. Wolf has seven days from his execution
of
the Agreement and Release to revoke the agreement.
The
summary of the Agreement and Release is qualified in its entirety by reference
to the agreement, a copy of which is attached hereto as Exhibit 10.3 and is
hereby incorporated by reference in this Item 1.01.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant
has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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CIGNA
CORPORATION |
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Date:
December 13, 2005
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By: |
/s/
Carol J. Ward
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Carol
J. Ward
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Corporate
Secretary
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Index
to Exhibits
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Number
|
Description
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Method
of Filing
|
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10.1
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Non-Employee
Director
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Filed
herewith.
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Compensation
Program
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|
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10.2
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Amended
and Restated
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Filed
herewith.
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Restricted
Stock/Stock
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|
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Equivalent
Plan for
|
|
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Non-Employee
Directors of
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CIGNA
Corporation
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10.3
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Agreement
and Release
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Filed
herewith.
|
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between
Life Insurance
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|
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Company
of North America and
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|
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Gregory
H. Wolf
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