CIGNA 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) March
21, 2006
CIGNA
Corporation
(Exact
name of registrant as specified in its charter)
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Delaware
(State
or other jurisdiction of incorporation)
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1-8323
(Commission
File Number)
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06-1059331
(IRS
Employer
Identification
No.)
|
Two
Liberty Place, 1601 Chestnut 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.
On
March
21, 2006, in connection with the planned retirement, on June 30, 2006, of Judith
E. Soltz, Executive Vice President and General Counsel of CIGNA, Ms. Soltz
entered into an agreement with CIGNA Corporation pursuant to which she made
certain promises, covenants and waivers, including those relating to
non-competition and non-solicitation. Pursuant to this agreement, Ms. Soltz
will
receive a retainer of $250,000 to remain available to provide, and for
providing, legal counsel to CIGNA during 2006 following her retirement. Also,
Ms. Soltz will receive $1,467,000 for the strategic performance units previously
granted to her under CIGNA's Long-Term Incentive Plan, prorated based on the
number of months that she was employed during each performance period; a bonus
payment of $200,000 for services during 2006 prior to her retirement; and a
cash
payment for the 11,560 deferred stock units she was granted in 2003, valued
at
the average closing price of CIGNA common stock for the 30 calendar day period
ending on June 30, 2006. Ms. Soltz’ shares of restricted stock will vest upon
her retirement, as will her stock options, which will expire at their original
terms. She will receive a cash payment of $20,000 in lieu of continued
participation in the Financial Services Program. Ms. Soltz will also receive
the
benefits, including pension benefits, she earned under various employee benefit
plans. Ms. Soltz’ responsibilities as Executive Vice President and General
Counsel will end on April 28, 2006.
The
summary of the agreement is qualified in its entirety by reference to the
agreement, a copy of which is attached hereto as Exhibit 10.1 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:
March 24, 2006
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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
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Description
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Method
of Filing
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10.1
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Agreement
and Release
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Filed
herewith.
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between
Judith E. Soltz
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and
CIGNA Corporation
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