Exhibit 10.23
Amendment No. 1 to Employment Agreement
Reference is made to the letter agreement by and between Aetna Inc. (the “Company”), a Pennsylvania
corporation, and Joseph M. Zubretsky (“Executive” or “you”), dated as of January 25, 2007 (the “Agreement”).
WHEREAS, Aetna and Executive have previously entered into the Agreement;
WHEREAS, Aetna and Executive wish to amend the Agreement to comply with Section 409A of the Internal
Revenue Code of 1986 and the regulations issued thereunder (“Section 409A”);
NOW, THEREFORE , the Agreement is hereby amended effective December 17, 2008, as follows:
“The vested amount will be paid to you in a lump sum six (6) months following your termination of
employment with the Company. The Deferred Compensation Account will be governed by the terms of the
Aetna Inc. Deferred Compensation Program (or the successor thereto), as it may be amended from time to
time.”
“In the event that the Payments are subject to reduction hereunder, the Company will reduce first the salary
continuation payments described in the last paragraph on page 4 of the Agreement and then, if necessary,
will reduce other Payments pro-rata.”
1. The second paragraph on page 3 (regarding the Deferred Compensation Account) is amended by replacing
the last sentence thereof with the following two sentences:
2. The third paragraph on page 4 (which continues onto the top of page 5) is amended to read as follows:
a. the following language is added to the first sentence thereof: “;provided that such release shall be
signed and returned to the Company not later than 60 days following termination of employment and
provided further that any payment required hereunder shall not begin until the end of such 60-day
period (subject to any applicable further delay imposed by paragraph 8 of Amendment No. 1).”
b. the following language is added as a new sentence after the end of the third sentence
thereof: “The right to installment payments describe