ANTHEM 2017 VOLUNTARY RETIREMENT INCENTIVE PLAN … · 36174243v.9 anthem 2017 voluntary retirement incentive plan and summary plan document (effective as of february 1, 2017)

36174243v.9

ANTHEM 2017 VOLUNTARY RETIREMENT INCENTIVE PLAN AND

SUMMARY PLAN DOCUMENT (EFFECTIVE AS OF FEBRUARY 1, 2017)

Table of Contents

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INTRODUCTION ............................................................................................................................................. 1

THE PLAN IS VOLUNTARY .............................................................................................................................. 1

ELIGIBLE ASSOCIATE ...................................................................................................................................... 1

CONDITIONS OF INELIGIBILITY ...................................................................................................................... 2

PLAN APPLICATION PROCEDURE .................................................................................................................. 2

PLAN BENEFITS TO PARTICIPANTS ................................................................................................................ 4

RELEASE AND WAIVER AGREEMENT............................................................................................................. 6

OTHER BENEFITS ........................................................................................................................................... 7

REEMPLOYMENT ........................................................................................................................................... 7

PLAN ADMINISTRATION ................................................................................................................................ 7

STANDARD OF REVIEW AND PLAN INTERPRETATION .................................................................................. 8

PROFESSIONAL CONDUCT, PERFORMANCE AND COOPERATION ................................................................ 8

AMENDMENT/TERMINATION/VESTING ....................................................................................................... 8

RECOVERY OF PAYMENTS MADE BY MISTAKE ............................................................................................. 8

REPRESENTATIONS CONTRARY TO THE PLAN .............................................................................................. 8

NOT AN EMPLOYMENT CONTRACT .............................................................................................................. 9

COORDINATION WITH OTHER SEVERANCE PLANS/PROGRAMS .................................................................. 9

NONALIENATION OF BENEFITS ..................................................................................................................... 9

PLAN FUNDING ............................................................................................................................................. 9

APPLICABLE LAW ........................................................................................................................................... 9

ADDRESSES, NOTICE, WAIVER OF NOTICE .................................................................................................... 9

SEVERABILITY .............................................................................................................................................. 10

PLAN YEAR .................................................................................................................................................. 10

COMPLIANCE WITH SECTION 409A ............................................................................................................ 10

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CLAIMS PROCEDURE ................................................................................................................................... 11

YOUR RIGHTS UNDER ERISA ....................................................................................................................... 12

SPECIFIC PLAN INFORMATION .................................................................................................................... 14

APPLICATION FORM AND RESIGNATION AGREEMENT ................................................................................ 4

FORM OF RELEASE AND WAIVER AGREEMENT ............................................................................................ 1

36174243v.9

ANTHEM 2017 VOLUNTARY RETIREMENT INCENTIVE PLAN AND SUMMARY PLAN DESCRIPTION

INTRODUCTION

Anthem, Inc. (“Anthem”) has adopted the Anthem 2017 Voluntary Retirement Incentive Plan (the “Plan”), effective as of February 1, 2017 (the “Effective Date”), for the benefit of eligible associates of the Company. The Plan is an unfunded welfare benefit plan for purposes of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), a severance pay plan within the meaning of Department of Labor regulations Section 2510.3-2(b) and a window program under Treasury Regulation Section 1.409A-1(b)(9)(iii). Any references to the “Company” herein includes references to Anthem, Inc. and any company affiliated with Anthem by at least 80% common ownership, directly or indirectly.

Except as otherwise set forth in this document, the Plan supersedes all prior Company voluntary separation plans, programs and policies with respect to an eligible associate, both formal and informal. The purpose of the Plan is to provide separation pay and benefits (“Plan Benefits”) to an eligible associate who voluntarily separates from employment with the Company. This document describes the Plan and serves as both the plan document and summary plan description under ERISA.

THE PLAN IS VOLUNTARY

Participation in the Plan is strictly voluntary. The choice is entirely in your hands. No one in the Company is requiring you to accept or reject Plan participation. The existence of the Plan does not in any way change your relationship with the Company. You are free to choose to participate or not to participate. You should understand that if you are eligible and decline to participate, you will not be treated any differently with respect to future terms and conditions of employment than any other similarly-situated associate. You should also understand that the Plan does not provide any right to future employment or otherwise affect the status, terms or conditions of your employment, except that your employment relationship with the Company will end on your voluntary separation date, as explained below, should you choose to participate in the Plan, your application for participation is accepted and you do not timely revoke your agreement to separate employment.

ELIGIBLE ASSOCIATE

The Plan is applicable only to an eligible associate. An “eligible associate” means:

(a) a common-law employee of the Company who, as of January 31, 2017, is at least age 55 and has at least 10 years of service (defined below under “Separation Pay”) with the Company;

(b) who is assigned to work in the subsidiaries, business units, departments or organizations, as set forth on Exhibit A;

(c) Who, as of January 31, 2017 is a regular (not temporary) full-time or regular part-time employee (i.e., scheduled for 20 or more hours per week) and is on active status, including an authorized leave of absence or a short-term disability, provided that the associate does not become eligible for long-term disability on or before his or her “Voluntary Separation Date” selected by the Company under this Plan; and

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(d) who is approved for participation in the Plan.

An “eligible associate” does not include (i) an associate who is an associate at X level or above and is covered by the Anthem, Inc. Executive Agreement Plan, (ii) an associate who is receiving long-term disability benefits unless you are an otherwise eligible associate and return to active employment on or before February 1, 2017, (iii) an independent contractor, a consultant, or a person performing services for the Company under an independent contractor or consulting agreement or any other form of agreement which the Company enters into for services, (iv) a “leased employee” as defined in Section 414(n) of the Internal Revenue Code, or (v) a student intern, contract employee or temporary employee or any person whose payment is reported on a Form 1099 (regardless of how such individual may be later classified by any court, administrative agency or other legal authority) or covered under a collectively bargained agreement.

The Plan Administrator has the sole discretion to determine whether an individual is an eligible associate. The Plan Administrator’s decision in this regard is conclusive and binding on all parties notwithstanding any contrary determination by any court or governmental agency, including, but not limited to, the Internal Revenue Service.

CONDITIONS OF INELIGIBILITY

Even if you meet the definition of “eligible associate” above and except as otherwise provided in the Plan, you will not be eligible under the Plan if any of the following applies:

(a) you cease to be an eligible associate as defined above;

(b) you die, retire, quit, resign or otherwise abandon your position before the date the Company designates in your Notice of Acceptance and Voluntary Separation Date as your Voluntary Separation Date, unless the Company approves in writing an earlier separation date;

(c) the Company terminates you for unsatisfactory performance or “for cause.” A “for cause” termination is determined by the Plan Administrator, in its discretion, and is defined by Anthem policies;

(d) you receive severance pay under another Company severance plan or program for which you qualify for benefits, or

(e) Anthem terminates the Plan.

PLAN APPLICATION PROCEDURE

If you meet the definition of eligible associate above and want to participate in the Plan, then you must submit an application to become a participant. The Application Form and Resignation Agreement (“Application Form”) is attached to this document as Attachment I. In order to participate in the Plan, you must sign and return the Application Form via e-mail to [email protected] with the subject line, “VRW” during the application period. The application period begins on February 1, 2017, and ends at 5:00 p.m. Eastern on February 28, 2017. You may return your signed Application Form at any time during the application period. The Company will not accept late Application Forms. The

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Company will acknowledge the approval of your Application Form and inform you of your Voluntary Separation Date by March 17, 2017. If your application for participation in the Plan is approved by the Company, the Company will select your Voluntary Separation Date in its sole discretion. The Company intends to select a Voluntary Separation Date of April 28, 2017, May 26, 2017 or June 23, 2017. The Company reserves the right to change your Voluntary Separation Date and, if it does, it will communicate to you the new date.

At your Voluntary Separation Date, you will receive a Release and Waiver Agreement (a sample of which is attached to this document as Attachment II), for which you will have 45 days to review along with a list identifying those individuals who are selected for participation in the Plan and those who are not selected. This list is provided in accordance with law and is referred to in this document as the “Disclosure List.” If you sign and return it before your Voluntary Separation Date, it will not be accepted and will be treated as invalid.

In exchange for your agreement to participate in the Plan by volunteering to resign as evidenced by your timely completion and submission of the Application Form and for not revoking your agreement to participate, you will become a participant in the Plan and eligible to receive “Plan Benefits” consisting of separation pay and benefits. However, you will not receive any Plan Benefits if you either (1) do not sign the Release and Waiver Agreement on time or (2) do sign the Release and Waiver Agreement, but timely revoke it. In this circumstance, your employment will terminate on your Voluntary Separation Date.

Even if accepted, you may revoke your application any time on or before February 28, 2017, the last day of the application period. You will only be allowed to revoke your application once. If you decide to re-apply, you will not be allowed to revoke again. Any revocation must be made in writing and delivered via e-mail to [email protected] at any time on or before 5:00 p.m. Eastern on February 28, 2017. If your Application Form is not revoked by such date, your employment with the Company will terminate as of your Voluntary Separation Date, regardless of whether you decide to execute the Release and Waiver Agreement. Revocation of an Application Form is not a guarantee of ongoing future employment. Therefore, in this circumstance, your application and voluntary resignation will be irrevocable as of February 28, 2017.

Depending on your subsidiary, business unit, department, organization and/or title or position (“eligibility group”), only a limited number of eligible associates may become participants in the Plan. Please refer to Exhibit A to determine whether a cap may apply to your eligibility group. If your eligibility group has a cap on the number of otherwise eligible associates that may participate in the Plan, submitting an Application Form does not guarantee your participation in the Plan and does not entitle you to receive Plan Benefits.

If your eligibility group has a cap on the number of otherwise eligible associates that may elect to participate in the Plan, Application Forms will be approved based on the eligible associate’s age and total cumulative period of service with the Company. Eligible associates with the highest age plus service will be approved first with additional Application Forms approved based on descending levels of such service until the maximum number is reached. The Company reserves the right, in its sole discretion, to approve a greater number of participants. If an insufficient number of eligible associates apply for participation in the Plan, the Company may begin involuntary separations from service that will provide benefits that are less generous than the Plan Benefits.

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If your Application Form is accepted, you will become eligible for the Plan Benefits, as described below, contingent on your agreement to comply with certain protective covenants and execution of a Release and Waiver Agreement that you do not revoke. You shall abide by the Company’s standards of conduct and satisfactorily perform your job responsibilities through your Voluntary Separation Date. If your employment with the Company terminates before your Voluntary Separation Date for any reason or other than in accordance with the terms of the Plan, you shall become ineligible to receive Plan Benefits under the Plan.

If you choose not to participate in the Plan, or if you apply but are not approved to participate in the Plan, you will remain an associate of the Company subject to its ordinary terms and conditions of employment. As an at-will employee, the Company reserves the right to involuntarily terminate your employment in its sole discretion.

PLAN BENEFITS TO PARTICIPANTS

If you submit an Application Form to become a participant, your application is approved by the Company, and your employment terminates on your scheduled Voluntary Separation Date, you will become eligible to receive the following Plan Benefits, provided you sign and do not revoke the Release and Waiver Agreement upon your Voluntary Separation Date and otherwise comply with the terms and conditions in the Plan and the Release and Waiver Agreement.

A. Separation Pay

(1) Separation Pay. You will receive an enhanced separation amount as indicated below. For purposes of the following, “Base Pay” and “Years of Service” means the following.

“Base Pay” means the regular weekly salary, or the hourly rate times standard weekly hours, plus permanent shift differential if applicable, at your Voluntary Separation Date, excluding any overtime pay and bonuses. For associates paid on a commission basis, base pay for purposes of computing separation benefits will be based on the associate’s annual compensation or the Annual Benefits Base Rate (ABBR) as determined for purposes of the Anthem Flexible Benefit Plan, divided by 52.

“Year of Service” means the completed full years of service plus partial years of service, pro-rated, based on full weeks of completed service with the Company as a regular full-time or part-time employee measured from the associate’s original employment date. If a break in service has occurred, “Years of Service” will include full years of service plus pro-rated (determined in the same manner as set forth in the preceding sentence) partial years of services with the Company earned prior to reemployment if the break in service is less than 24 months. If the break in service is more than 24 months, no pre-break service will be granted. In that event, only the most recent uninterrupted service will be included contingent upon successful completion of a new 90-day initial period of employment.

Service with other Blue Cross and Blue Shield Association companies is not included as service for purposes of computing separation benefits for anyone hired after January 1, 1999. Temporary employment or employment as an independent contractor or student intern are not considered years of service for purposes of the separation pay calculation.

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Job Level Base Benefit* Service Credit* Base + Service Maximum*

Retirement Incentive

Below E/M 14 4 weeks of base pay

1.5 weeks for each year of service plus proration for full weeks completed (subject to other plan provisions)

26 weeks 13 weeks**

E/M 14 and Above

8 weeks of base pay

* If the Cigna merger severance provision is triggered during the application period, stock-eligible associates will receive the Base Benefit and Service Credit as determined above (subject to the Base + Service Maximum) and a Retirement Incentive of 26 weeks of severance pay incentive and health benefits continuation (instead of the 13 weeks of Retirement Incentive shown above).

**If you are covered by a Key Associate, Key Sales or other Special Severance Agreement, you will receive the benefit under your agreement in lieu of the separation pay determined above.

The Company shall pay the above separation pay in installments for the number of weeks computed under the formula above on a biweekly basis beginning on the first regular pay cycle following the later of (1) the associate’s Voluntary Separation Date or (2) the date on which the applicable revocation period expires as set forth in the Release and Waiver Agreement executed and delivered by an associate in accordance with the Plan. Each installment payment shall be considered a “separate payment” in accordance with Treasury Regulation Section 1.409A-2(b)(2).

If the associate dies while the separation pay is being paid, the remaining separation payments, if any, will be paid to the associate’s estate in a lump sum within ninety (90) days after the date of the associate’s death.

All separation pay shall be paid less any applicable tax withholdings.

B. Separation Benefits

(1) Health and Welfare Benefit Continuation. Upon timely receipt of an executed Release and Waiver Agreement that is not later revoked, medical, dental, vision and health and dependent care flexible spending account benefits will be continued for you and your eligible dependents through the end of the month in which your separation payments end, provided you timely pay the active associate contribution amount for such benefits. Subject to the foregoing, the Company-paid portion of the contribution amount for such benefits will be paid in installments on a biweekly basis during which you receive separation pay. The same level of coverage will be continued. The applicable active associate contribution amount that applies to former associates will be adjusted during the pay period including January 1 on the same basis as any changes for active associate contributions. Any of the foregoing benefits (except for dependent care flexible spending account) may be continued after your separation pay installments end if you so elect in accordance with the requirements of COBRA and you timely pay the full cost of such benefits plus a 2% administrative fee.

Notwithstanding the foregoing, a former associate’s eligibility for medical, dental, vision and/or flexible spending account benefits under the Plan will terminate at the end of the month in which you become eligible for the same categories of benefits from another employer, whether or not the benefit levels and costs are comparable.

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If you choose not to sign the Release and Waiver Agreement or sign, but choose to revoke it, you will still be eligible to elect COBRA benefits if you are enrolled in the Company’s health plan (medical, dental, and/or vision benefits) on your Voluntary Separation Date and you will be required to pay the full COBRA costs for the benefits which you elect to continue plus a 2% administrative fee.

Written notice of your COBRA rights and obligations will be sent under separate cover.

(2) Retiree Medical and Retiree Life Insurance. Typically, retirement eligibility for post-retirement medical and life insurance benefits is age 55 with at least 15 years of service. However, if you become a participant in the Plan, would otherwise be eligible for post-retirement medical and life insurance benefits, but have less than 15 years of service, you will be treated as though you had 15 years of service solely for purposes of determining your eligibility for and access to post-retirement medical and life insurance benefits. You must have life insurance coverage in effect at your Voluntary Separation Date and during the period you are receiving separation payments in order to be eligible for retiree life insurance benefits. You may elect to begin your post-retirement medical benefits (in lieu of COBRA) the first of the month following the date your separation pay ends. Please note that providing access to post-retirement medical and life insurance benefits does not impact the premium share you will pay. A retiree medical and life insurance election form will be mailed to your home 45 days before the end of your severance. Please send an email to [email protected] if you have any questions.

All other terms of providing post-retirement medical and life insurance benefits continue to apply, including the Company’s right to amend, modify or terminate the applicable retiree medical and life insurance plans.

(3) Outplacement or Retirement Counseling Services. You are eligible for outplacement or retirement counseling services from a firm the Company shall select, under terms and conditions to be communicated to you at a later date. A cash equivalent is not available in lieu of these services.

RELEASE AND WAIVER AGREEMENT

To receive the Plan Benefits described above, you also must submit and not later revoke a signed Release and Waiver Agreement to the Plan Administrator. You will have, at a minimum, up to 45 days following your receipt of the Release and Waiver Agreement, including the Disclosure List, to consider the Release and Waiver Agreement. You need not take the entire period to sign and return the Release and Waiver Agreement. However, the Release and Waiver Agreement must not be signed or submitted before your Voluntary Separation Date. If you participate in the Plan, the Release and Waiver Agreement for which you must sign and not revoke will be provided to you no later than your Voluntary Separation Date. A signed agreement must be received no later than the 55th day following your receipt of the Release and Waiver Agreement.

If you sign and submit the Release and Waiver Agreement, you may revoke it within seven days after the date you sign it. If you wish to revoke the Release and Waiver Agreement, you must do so in writing and the Plan Administrator must receive your request to revoke no later than the first business day following the seventh day after you signed the Release and Waiver Agreement. If you revoke the Release and Waiver Agreement, your employment will not be reinstated and you will not be eligible to

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receive the Plan Benefits. You are advised to contact your personal attorney at your own expense to review the Release and Waiver Agreement if you so desire.

OTHER BENEFITS

You will be paid your regular earnings through your Voluntary Separation Date in accordance with the Company’s usual payroll practices. Following your Voluntary Separation Date, all of your other active associate benefits will generally cease pursuant to the terms and conditions of the applicable Company benefit plan, policy, procedure or arrangement. All pay and other benefits (except Plan Benefits) under any such plan, policy, procedure or arrangement of the Company that is payable on account of your termination of employment will be paid according to the terms of the applicable plan, policy, procedure or arrangement and are not altered by the Plan terms. You should contact HRSolutions for questions regarding these other associate benefits and/or should refer to the contact information for the other Company benefit plans that will be furnished to you in connection with the Plan documents.

Any annual incentive for which you may become eligible to receive for 2017 will be paid pursuant to the terms of the incentive plan and any equity awards that are outstanding at your Voluntary Separation Date will be subject to the respective award agreements.

REEMPLOYMENT

If your application is accepted, you agree that you will not, any time in the future, seek employment or attempt to make an application for employment with the Company within 24 months following your Voluntary Separation Date.

PLAN ADMINISTRATION

ATH Holding Company, LLC is the Plan Administrator under the Plan. As such, it shall have the full power to administer the Plan in all of its details, including but not limited to the following authority, which shall be exercised in its sole discretion:

(a) To make and enforce such rules and regulations as it deems necessary or proper for the efficient administration of the Plan or required to comply with applicable law;

(b) To interpret the Plan, its sole interpretation thereof including (i) any findings of fact needed in the administration of the Plan and (ii) any interpretations or construction of ambiguous or implied plan terms made in good faith to be final and conclusive on any associate, former associate or his or her heirs, assigns or representatives;

(c) To decide all questions concerning the Plan and the eligibility, rights and status of any person to participate in the Plan.

(d) To compute the amount of benefits which will be payable on behalf of any eligible associate in accordance with the provisions of the Plan, and to determine the person or persons to whom such benefits will be paid;

(e) To authorize the payment of benefits;

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(f) To keep such records and submit such filings, elections, applications, returns or other documents or forms as may be required under the Internal Revenue Code and applicable regulations, or under state or local law and regulations;

(g) To appoint such agents, counsel, accountants and consultants as may be required to assist in administering the Plan; and

(h) By written instrument, to allocate and delegate its fiduciary responsibilities in accordance with Section 405 of ERISA.

STANDARD OF REVIEW AND PLAN INTERPRETATION

The validity of any findings of fact, interpretation, construction or decision relating to the Plan will not be given de novo review if challenged in court, in arbitration or any other forum and will be upheld unless either arbitrary or capricious. To the extent the Plan Administrator or any Plan fiduciary has been granted discretionary authority under the Plan, the exercise of that authority in one matter will not obligate its exercise in like fashion thereafter.

PROFESSIONAL CONDUCT, PERFORMANCE AND COOPERATION

As a condition of receiving Plan Benefits, you must: (1) continue to exhibit professional conduct in the workplace; (2) adhere to all Company practices and policies; (3) perform your regular job duties and responsibilities in accordance with required performance standards; (4) successfully transition job activities; and (5) cooperate with Company personnel in matters relating to your position or termination. If you do not comply with the foregoing requirements during and after the remainder of your employment, as determined by the Plan Administrator in its sole discretion, you will forfeit all Plan Benefits.

AMENDMENT/TERMINATION/VESTING

No one has a vested right to any Plan Benefits. Anthem, in its role as plan sponsor, reserves the right, in its sole discretion, to amend, modify or terminate any and all provisions of the Plan at any time, retroactively or otherwise. Any amendment, modification or termination of the Plan will be effective at such date as Anthem will determine.

Notwithstanding the foregoing, the Plan will automatically terminate effective as of the date all benefits under the Plan have been paid to all participants.

RECOVERY OF PAYMENTS MADE BY MISTAKE

If the Company mistakenly pays a Plan Benefit, the party who received the mistaken payment shall be required to return it to the Company.

REPRESENTATIONS CONTRARY TO THE PLAN

No associate, officer, or trustee of the Company has the authority to alter, vary, or modify the terms of the Plan except by means of an authorized written amendment to the Plan. No verbal or

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written representations contrary to the terms of the Plan shall be binding on the Plan, the Plan Administrator, or the Company.

NOT AN EMPLOYMENT CONTRACT

Nothing contained in the Plan shall be construed to confer any right to continued employment with the Company or any right to be rehired. No person shall be entitled, by virtue of the Plan, to remain in the employ of the Company and nothing in the Plan shall restrict the right and power of the Company to terminate the employment of any person at any time and for any reason.

COORDINATION WITH OTHER SEVERANCE PLANS/PROGRAMS

Except as otherwise provided in the Plan, to the extent that an eligible associate becomes eligible for severance pay under the Anthem Severance Pay Plan or any other Company severance plan, contract or arrangement, the eligible associate shall become ineligible for Plan Benefits under this Plan. In no event shall an otherwise eligible associate become entitled to benefits under both this Plan and another severance plan, contract or arrangement while the Plan is in effect.

NONALIENATION OF BENEFITS

An associate may not, in any manner, sell, pledge, transfer, assign, encumber, or otherwise dispose of any separation pay or benefit, either voluntarily or involuntarily, before the associate receives it, and any attempt to do so or to otherwise dispose of any right to benefits under this Plan will be null and void.

PLAN FUNDING

No eligible associate shall acquire by reason of the Plan any right in or title to any assets, funds, or property of the Company. Any separation pay and/or benefits which become payable under the Plan is an unfunded obligation of the Company and shall be paid from the general assets of the Company. No employee, officer, trustee or agent of the Company personally guarantees in any manner the payment of Plan Benefit.

APPLICABLE LAW

Except as may be otherwise provided in any contract or benefit plan pursuant to which a Plan benefit or other benefit may payable, the provisions of the Plan shall be construed, governed, administered and enforced in accordance with ERISA, and to the extent not preempted, by the laws of the State of Indiana without regard to its conflicts of law provisions.

ADDRESSES, NOTICE, WAIVER OF NOTICE

Each eligible associate must file with the Plan Administrator, in writing, his or her current mailing address. Any communications, statement or notice addressed to such a person at his last mailing address as filed with the Plan Administrator will be binding upon such person for all purposes of the Plan.

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SEVERABILITY

If any provision of the Plan is found, held or deemed by a court of competent jurisdiction to be void, unlawful or unenforceable under any applicable statute or other controlling law, the remainder of the Plan shall continue in full force and effect.

PLAN YEAR

The ERISA plan year of the Plan shall be the calendar year.

COMPLIANCE WITH SECTION 409A

The Plan is intended to comply with or qualify for an exemption from Code Section 409A. The Plan will be administered, interpreted, and construed in a manner consistent with Code Section 409A. Should any provision of the Plan be found not to comply with, or otherwise be exempt from, the provisions of Code Section 409A, such provision will be modified and given effect (retroactively if necessary), in the sole discretion of Anthem, and without the consent of Participants, in such manner as Anthem determines to be necessary or appropriate to comply with, or to effectuate an exemption from, Code Section 409A. With respect to payments of nonqualified deferred compensation (within the meaning of Code Section 409A and the regulations promulgated thereunder) payable upon a termination of employment, each reference to a termination of an associate's employment will be deemed to refer to the associate's "separation from service" as defined in Treasury Regulation Section 1.409A-1(h). To the extent that the Plan provides for any payments of nonqualified deferred compensation (within the meaning of Code Section 409A) to be made in installments (including, without limitation, any separation payments), each such installment will be deemed to be a separate payment for purposes of Section 409A of the Code. To the extent that any right to reimbursement of expenses or payment of any in-kind benefit under the Plan constitutes nonqualified deferred compensation (within the meaning of Code Section 409A), (i) any such expense reimbursement will be made by the associate no later than the last day of the taxable year following the taxable year in which such expense was incurred by the associate, (ii) the right to reimbursement or in-kind benefits will not be subject to liquidation or exchange for another benefit, and (iii) the amount of expenses eligible for reimbursement or in-kind benefits provided during any taxable year will not affect the expenses eligible for reimbursement or in-kind benefits to be provided in any other taxable year; provided that the foregoing clause will not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Code solely because such expenses are subject to a limit related to the period the arrangement is in effect. Notwithstanding anything herein to the contrary, any payment of nonqualified deferred compensation (within the meaning of Code Section 409A) that is otherwise required to be made to an associate hereunder upon the associate's separation from service will be delayed for such period of time as may be necessary to meet the requirements of Code Section 409A(a)(2)(B)(i) (the "Delay Period"). In such case, any payments or benefits which would otherwise be paid to the associate during the Delay Period will be accumulated (without the adjustment for the time value of money) and paid to the associate in a lump sum on the first day of the seventh month following separation from service. All subsequent payments or benefits will be paid in the manner specified herein.

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CLAIMS PROCEDURE

An associate who is denied Plan Benefits at the termination of his or her employment and/or who feels entitled to Plan Benefits (or who has received a benefit which he or she believes to be incorrect) may file a claim for benefits. If an associate makes a claim for benefits and Anthem denies the claim, in whole or in part, Anthem will give the associate written notice of the denial within 90 days after the date on which it received the claim. If special circumstances require extension of the 90-day response period, Anthem may extend the period for up to 90 additional days by notifying the associate, within the original 90-day period, of the extension, the reason for it, and when the associate can expect a decision. The written notice of the denial of a claim will contain the following information:

1. the specific reason or reasons for the denial of the claim;

2. specific reference to the provisions of the Plan on which the denial is based;

3. a description of any additional material or information that the associate may need to prove the claim, with an explanation as to why the material or information is necessary; and

4. an explanation of the right to appeal for review of the claim denial and the procedure for appeal.

If Anthem denies the associate's claim, in whole or in part, the associate has the right to appeal to Anthem, or a committee designated by Anthem, for review of the denial. The following provisions apply to the right of appeal:

1. the request for review must be filed with Anthem within 60 days following delivery to the associate of the written notice of denial of the claim;

2. the request must be in writing signed by the associate or the associate's authorized representative;

3. the associate has the right, upon request, to review records and documents in the possession of Anthem that are relevant, within the meaning of DOL Regulation Section 2560.503-1(m)(8), to the claim;

4. the associate may submit issues, arguments, and other comments in writing to Anthem, with any documentary evidence in support of the claim; and

5. the decision by Anthem or such committee must be given to the associate in writing within 60 days after receipt of the associate's request for review. If special circumstances require extension of the 60-day response period, Anthem or such committee may extend the period for up to 60 additional days by notifying the associate, within the original 60-day period, of the extension, the reason for it, and when the associate can expect a decision. The decision on review must state specific reasons for the decision, including specific reference to the Plan provision or provisions on which the decision is based.

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YOUR RIGHTS UNDER ERISA

As a participant under the Plan, you are entitled to certain rights and protections under ERISA. ERISA provides that eligible associates under the Plan shall be entitled to:

(a) Examine without charge at the Plan Administrator’s office (and at other specified locations) all Plan documents, including this document and the Plan’s annual report filed by the Plan with the U.S. Department of Labor and available at the Public Disclosure Room of the Pension and Welfare Benefit Administration.

(b) Obtain copies of these documents and other Plan information upon written request to the Plan Administrator. The Plan Administrator may make a reasonable charge for the copies.

In addition to creating rights for eligible associates, ERISA imposes duties upon the people who are responsible for the operation of the Plan:

(a) The people who operate the Plan, called “fiduciaries” of the Plan, have a duty to do so prudently and in the interest of participants.

(b) No one, including the Company or any other person may fire you or otherwise discriminate against you in any way to prevent you from obtaining a benefit or exercising your rights under ERISA.

(c) If your claim for a Plan benefit is denied, in whole or in part, you must receive a written explanation of the reason for the denial. You have the right to have the Plan Administrator review and reconsider your claim.

Under ERISA, there are steps you can take to enforce the above rights. For instance, if you request materials from the Plan Administrator and you do not receive them within thirty (30) days, you may file suit in a federal court.

In such a case, the court may require the Plan Administrator to provide the materials and to pay you up to $147 per day until you receive the materials, unless the materials were not sent because of reasons beyond the control of the Plan Administrator. If you have a claim for benefits which is denied or not processed, in whole or in part, you may file suit in a state or federal court. If it should happen that Plan fiduciaries misuse the Plan’s money (if any), or if you are discriminated against for asserting your rights, you may seek assistance from the U.S. Department of Labor or you may file suit in a federal court. The court will decide who should pay court costs and legal fees. If you are successful, the court may order the person you have sued to pay these costs and fees. If you lose, the court may order you to pay these costs and fees, for example, if it finds you do not have sufficient grounds for your claim.

If you have any questions about this statement or about your rights under ERISA, you should contact the nearest area office of the Employee Benefits Security Administration, U.S. Department of Labor, listed in your telephone directory or the Division of Technical Assistance and Inquiries, Employee Benefits Security Administration, U.S. Department of Labor, 200 Constitution Avenue, N.W.,

13

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Washington, D.C. 20210. You may also obtain certain publications about your rights and responsibilities under ERISA by calling the publications hotline of the Employee Benefits Security Administration.

If there are any provisions of this Plan and Summary Plan Description which are not entirely clear to you, please ask for a clarification from the Plan Administrator. If you submit a written request for information or for a more detailed explanation of any provision of the Plan, the Plan Administrator will respond to you in writing. Only the Plan Administrator is authorized to interpret the Plan and you should not rely upon interpretations of the Plan from any other source.

14

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SPECIFIC PLAN INFORMATION

Plan Name Anthem 2017 Voluntary Retirement Incentive Plan

Plan Type Unfunded Welfare Benefit Severance Plan

Type of Administration Self-Administered

Plan Year February 1, 2017 - December 31, 2017 (short plan year) and calendar year thereafter

Plan Sponsor Anthem, Inc. 120 Monument Circle Indianapolis, Indians 46204-4903

Plan Sponsor’s Identification Number

35-2145715

Plan Administrator ATH Holding Company, LLC120 Monument Circle Indianapolis, Indiana 46204-4903

Agent for Service of Legal Process

Anthem, Inc. Attn: Executive Vice President and Chief Human Resources Officer 120 Monument Circle Indianapolis, Indians 46204-4903

Source of Financing of Benefits The general assets of Anthem, Inc.

Plan Identification Number 536

EXHIBIT A

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ELIGIBLE ASSOCIATES

In addition to the criteria described under “Eligible Associate” above, you must be assigned to

work in the following subsidiaries, business units, departments or organizations and have one of the following positions, titles or direct supervisors.

Subsidiary, Business Unit, Department or Organization

Position or Title Cap

Commercial and Corporate Marketing All otherwise eligible associates with title of:

Marketing Communications Manager

Marketing Analytics Manager

Marketing Translation Consultant

None

Clinical - Provider Enablement Unit All otherwise eligible associates whose title includes Medical Director and reports directly to the VP of Provider Enablement

None

Specialty All otherwise eligible associates with title of:

Director DeCare Market/Public Affairs/Broker Services

Business Information Consultant Senior

Only one eligible associate with the title of Business Information Consultant Senior will be accepted

CareMore All otherwise eligible associates None

Federal Government Solutions All otherwise eligible associates with title of:

Director II Technology

Medicare Advantage System Programming

None

Georgia Commercial Health Plan – Underwriting

All otherwise eligible associates with title of State Underwriting Director

None

Georgia Commercial Health Plan - Provider Solutions

All otherwise eligible associates with title of:

Director Network Management

Provider Network Management Senior

None

Georgia Commercial Health Plan - Medical Management

All otherwise eligible associates with title of:

Nurse Care Manager Lead

Nurse Care Manager Senior

Nurse Medical Management Senior

Only one otherwise eligible associate per title

2

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Legal All otherwise eligible associates with title or position of:

Lawyers

Specialists, shareholder services administrators and assistant corporate secretary

Administrative Assistants

50% cap on each group of otherwise eligible associates

Human Resources All otherwise eligible associates excluding the Leadership Development team

20% cap on otherwise eligible associates with the title of HR Business Partner Senior

Corporate Communications All otherwise eligible associates None

Corporate Security All otherwise eligible associates 50% cap on otherwise eligible associates

Information Technology All otherwise eligible associates excluding those that support the following subsidiaries: CareMore, AIM, HealthCore, TAI and Federal Employee Program

Only 2 otherwise eligible associates of the direct reports of Joy Bergenthal

Only 2 otherwise eligible associates of the direct reports of Glenn Goldstein

Only 1 otherwise eligible associate of the direct reports of Timothy Holt

Only 4 otherwise eligible associates of the direct reports of Diane Bruegge

Chief Administrative Office All otherwise eligible associates with title of Executive Administrative Assistant III

None

Enterprise Excellence – Commercial Claims

All otherwise eligible associates with the title of:

Director I Claims

Director II Claims

None

Enterprise Excellence – Portfolio Planning & Program Execution

All otherwise eligible associates with the title of Program Director

None

Enterprise Excellence – Business Process Transformation


Manager II Claims

Manager I Performance Enhancement

None

Enterprise Excellence – Enterprise Execution

All otherwise eligible associates at the E14 or M14 level in the Business Requirements function led by Lisa Renna

None

Enterprise Excellence – Migration/Exchange Execution

All otherwise eligible associates with the title of Staff VP, Execution

50% cap on otherwise eligible associates

3

36174243v.9



Business Improvement Group All otherwise eligible associates None

Service Operations - Medicaid Enrollment and Billing

All otherwise eligible associates with the title of Business Analyst III

None

Service Operations - Medicaid Health Plan Services Implementation


Provider Reimbursement Administrator Business Analyst II

None

Service Operations – Medicare Business Administration

All otherwise eligible associates with the title of Staff VP GBD Customer Care & Administration

None

Service Operations – Medicare Supplement Operations

All otherwise eligible associates with the title of Process Expert II


Service Operations - Medicaid Pricing All otherwise eligible associates with the title of Business Analyst III


4

36174243v.9

ATTACHMENT I

APPLICATION FORM AND RESIGNATION AGREEMENT

This Application Form must be returned no later than 5:00 p.m. Eastern on February 28, 2017.

I am an eligible associate under the Plan. I have read and understand the terms and conditions of the Anthem 2017 Voluntary Retirement Incentive Plan (the “Plan”). By submitting my Application Form, I hereby elect to participate in the Plan and affirm that my decision to apply is voluntary.

By submitting my Application Form, I am offering to resign in exchange for the Plan Benefits described in the Plan. I understand that in order to receive the Plan Benefits, my application and offer to resign must be approved by the Company. I understand that if I submit this Application Form, I may revoke my election to participate in the Plan at any time on or before February 28, 2017. If my Application Form is not revoked by such date, my employment with the Company will terminate as of my Voluntary Separation Date, regardless of whether I decide to execute the Voluntary Separation and Release Agreement. I further understand that if I do revoke my application and later reapply on or before February 28, 2017, my second Application Form will be irrevocable.

By electing to participate in the Plan, my employment terminates on my Voluntary Separation Date and I understand that I will also be eligible to receive the Voluntary Separation Benefits, which is contingent upon my signing and not revoking the Voluntary Separation and Release Agreement on or within the 55 days after my receipt of the Voluntary Separation and Release Agreement and the Disclosure List. I further understand that I may not execute the Voluntary Separation and Release Agreement before my Voluntary Separation Date.

(Name of Eligible Associate - Please Print) (Signature of Eligible Associate) (Employee ID)

(Date)

PLEASE RETURN VIA E-MAIL TO: [email protected] Subject Line: “VRW”

36174243v.9

ATTACHMENT II

FORM OF RELEASE AND WAIVER AGREEMENT

36174243v.9

GENERAL RELEASE AND WAIVER AGREEMENT

This is an important legal document. Please read it carefully.

This Agreement is made by and between «First_Name» «Last_Name» and Anthem, Inc. and all of its affiliates, subsidiaries, and related entities (after this they collectively will be called the “Company”). 1. Employment Termination Date. I have elected to separate from employment with the Company under the Anthem 2017 Voluntary Retirement Incentive Plan (the “Plan”). I understand my employment will terminate on «Term_Date» (the “Employment Termination Date”). All employment benefits will end on the Employment Termination Date except as expressly stated herein or in the terms of the Plan. I acknowledge that separately, I have received a letter explaining other important issues about my benefits. 2. Consideration. In addition to the final pay to which I am entitled, if I sign this Agreement within the designated time period, I will receive severance payments for «Weeks_of_Severance» weeks (the “Severance Period”). The payments will be equal to my gross weekly base salary as of my Employment Termination Date, minus legally required deductions and will be paid bi-weekly on the Company’s regular pay cycle. As described more fully in Section 9 below, payments will cease upon the reemployment or hire date if I am reemployed by Anthem or any of its affiliated companies. Payments will continue to my estate if I die while receiving severance payments. I (and my family, if applicable) will be eligible to receive the same medical, dental, and vision benefits that I would be eligible to receive as an active associate through the end of the last month of the Severance Period. Flexible spending account reimbursements are eligible for expenses incurred up to and including the last day I receive severance payments. All the terms and conditions of these benefit plans, including any requirements for employee contributions, and any changes made to these benefits for active employees will apply to me (and my family, if applicable) as if I were actively employed. My eligibility for any and all benefits under this paragraph will terminate at the end of the month in which I become eligible for medical, dental and/or vision benefits from another employer. I agree to notify the Company immediately in the event I become eligible for such benefits by writing to HRSolutions Center, Payroll Department, 220 Virginia Avenue, IN0205-B557, Indianapolis, IN 46204. 3. Release. In consideration for the severance payments and the other benefits identified above, I agree to release and waive for myself and my heirs or executors all legal and equitable obligations, claims, liabilities, and causes of action of any kind or nature (including for attorneys’ fees, interest, expenses, and costs) against the Company and its current and former officers, directors, shareholders, agents, employees, attorneys, successors, assigns, affiliates and related organizations, including, but not limited to parent companies, subsidiaries and related employee benefit plans (after this called the “Releasees”) from any claims or potential suits which I may have against the Releasees which arose at any time up to the date I sign this Agreement. This includes, but is not limited to, any claims or potential suits arising out of or in any way connected with my employment or the termination of my employment from the Company. The claims I am releasing include, but are not limited to, those arising under Title VII of the Civil Rights act of 1964, the Family and Medical Leave Act, the Americans with Disabilities Act, the California Fair Employment and Housing Act and any other state or local fair employment or civil rights enforcement agency, the Age Discrimination in Employment Act, the Corporate and Criminal Fraud Accountability Act of 2002, and the Worker Adjustment and Retraining Notification Act, and any federal, state or local common law, statute, regulation or law of any type, including contract and tort claims. This

Ethics & Compliance Form 9-23-2015

36174243v.9

Agreement does not release any claims arising after the date I sign this Agreement, including claims for breach of this Agreement. This Agreement also does not release any claims that by law cannot be waived without court or regulator approval. Except for the rights otherwise reserved in this Agreement, I recognize and understand that the foregoing is a general release by which I am giving up the opportunity to obtain compensation, damages, or other forms of relief for myself. 4. Waiver of Known and Unknown Claims. I acknowledge that I am releasing claims I know about as well as claims I may not know about. I understand the significance of releasing any claims I may have.

A. For California Associates Only. Section 1542 of the California Civil Code states as follows:

“A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.”

I have read this code section and I am now aware of it. I expressly waive and relinquish any rights or benefits I may have because of this section, and acknowledge that I am releasing claims I know about as well as claims I may not know about. B. For Montana Associates Only. I expressly waive all rights under Montana Code Annotated Section 28-1-1602, which provides: “A general release does not extend to claims that the creditor does not know or suspect to exist in the creditor's favor at the time of executing the release, which, if known by the creditor, must have materially affected the creditor's settlement with the debtor.” I understand that I am referred to in this statute as the “creditor” and the Company or other Releasees are referred to as the ”debtor.” C. For North Dakota Associates Only. I expressly waive all rights that I may have under any state or local statute, executive order, regulation, common law and/or public policy relating to unknown claims, including but not limited to North Dakota Century Code Section 9-13-02. D. For South Dakota Associates Only. I expressly waive all rights that I may have under any state or local statute, executive order, regulation, common law and/or public policy relating to unknown claims, including but not limited to South Dakota Codified Laws Section 20-7-11.

5. Additional Release Exclusions and Other Employee Protections. I am not waiving, releasing or giving up any claim for workers’ compensation benefits, vested pension or 401(k) benefits, any right to unemployment benefits that I may have, or any other claim that I am not legally able to waive. Neither the Release section above nor anything else in this Agreement affects my rights to file a charge with any federal, state or local government agency, such as the U.S. Equal Employment Opportunity Commission, or to communicate with, provide information to, or participate in an investigation conducted by such an agency. However, I am hereby waiving all rights to recover money or other individual relief from any Releasee should any agency or individual pursue a claim on my behalf. I may nonetheless accept money from the U.S. Securities and Exchange Commission as a reward for providing information to that agency.


36174243v.9

A. Massachusetts Associates Only. I waive all rights and claims under the Massachusetts Overtime Law and the Massachusetts Payment of Wages Law.

B. New Jersey Associates Only. I waive all rights and claims under the New Jersey Conscientious Employee Protection Act. C. West Virginia Associates Only. I waive all rights under the West Virginia Human Rights Act. The toll free number for the West Virginia Bar Association is 866-989-8227.

6. Leaves Received/No Admission of Liability/Company Policy. I acknowledge that I have received all leaves (paid or unpaid) to which I am entitled. By making this Agreement, I acknowledge that the Company does not admit that it has done anything wrong, and the Company specifically states that it has not violated or abridged any federal, state, or local law or ordinance, or any right or obligation that it may owe or may have owed me. Company policy encourages reporting within the Company possible violations of any law by or on behalf of the Company, and no one has interfered with my reporting of any such violations. 7. Return of Company Property. I represent that on or before the Employment Termination Date, I have returned all Company property, information, and documents in my possession or control to the Company. I have not retained and will not retain any copies, duplicates, reproductions or excerpts of any such property whether in hard copy, electronic format, or otherwise. 8. Confidentiality. I agree that I will maintain the confidentiality of the Company’s information and I will not disclose any confidential or proprietary information without the Company’s express written approval. I also agree that I will not use confidential or proprietary information for my benefit or the benefit of any third party if it might or will cause harm to the Company. I understand that the federal Defend Trade Secrets Act of 2016 protects me from being held criminally or civilly liable under any federal or state trade secret law for disclosure of a trade secret that is made: (i) in confidence to a government official, either directly or indirectly, or to an attorney solely for the purpose of reporting or investigating a suspected violation of law; or (ii) in a complaint or other document filed in a lawsuit or other proceeding, so long as such filing is made under seal. I further understand that, if I file a lawsuit for retaliation by the Company for reporting a suspected violation of law, I may disclose the trade secret information to my attorney and use it in the lawsuit, so long as any document containing the trade secret is filed under seal and I do not disclose the trade secret except pursuant to court order. 9. Cessation of Severance Due to Subsequent Employment. I understand and agree that the date upon which I become reemployed with the Company as a full-time or part-time regular associate, a part-time non-regular associate, a temporary associate (hired directly by the Company and not through an external agency), as all of these terms are defined in the Company’s Categories of Employment policy within the Severance Period, the Company shall end my severance pay and benefits effective as of the reemployment or hire date. 10. Knowing and Voluntary. All individuals who will separate from employment with the Company under the Plan will be eligible for benefits based upon their execution of a release. I have been informed of the time limits that apply to receipt of these benefits and have been provided with a document showing job titles and ages of all individuals who will be eligible for benefits as a result of


36174243v.9

their voluntary separation under the Plan, and the job titles and ages of all individuals in the same job classifications or organization unit who are ineligible for benefits under the Plan. That document is attached as Attachment A -- ADEA Notice, the receipt of which is hereby acknowledged.

I acknowledge that the Company advised me to consult with an attorney (at my own expense) before signing this Agreement and that I have had that opportunity.

Further, I acknowledge that I was given up to 45 calendar days to consider this Agreement before signing it.

I acknowledge that I have at least 7 calendar days to revoke the Agreement after I sign it (15 calendar days if I am a Minnesota Associate) . I may revoke this Agreement after I sign it by delivering written notification to [email protected], no later than the close of business seven days after I sign the Agreement. If I revoke this Agreement, it will not be effective or enforceable and I will not receive the severance payments and/or other benefits described herein.

I further acknowledge that I have carefully read this Agreement and understand what it means, and that I am entering into this Agreement voluntarily.

11. Severability / Entire Agreement. This Agreement is intended to be enforced to the full extent allowed by law. It does not release any claims that I cannot lawfully release. If any part, term or provision of this Agreement is found to be illegal or invalid, such illegality or invalidity shall not affect the validity of the remainder of the Agreement. This constitutes the entire Agreement and understanding between me and the Company concerning the subject matter of this Agreement and replaces all prior discussions and agreements. 12. Effective Date. This Agreement shall become effective 8 days after the date I sign this Agreement. The Company will issue severance payments bi-weekly on the Company’s regular pay cycle throughout the Severance Period, less withholdings and other appropriate payroll adjustments. Payments will be sent either via regular U.S. mail to my home address on record or via direct deposit, as soon as administratively feasible, following the Company’s receipt of a legally effective Agreement. THIS IS AN IMPORTANT LEGAL DOCUMENT. PLEASE READ IT CAREFULLY. IT INCLUDES A RELEASE OF KNOWN AND UNKNOWN CLAIMS

Dated: _____________ Associate ID: «ID»

«First_Name» «Last_Name» Associate Signature

Do not sign, date or return before the end of the day before your termination date, «Term_Date».

Incorrectly submitted forms will be returned and may delay your severance payments.

Dated: «Date_Delivered»

________________________________________ Marc W. Nathan, VP Compensation, Benefits, HR Services



36174243v.9

Make a copy for your records and return this entire Agreement via scan/email or US Post

Please note: For timely receipt of your first severance payment, please email this entire form. Mailing your form may cause a delay in processing.

Email: [email protected]. Subject line: “Release and Waiver”

US Post: HRSolutions Center, Payroll Department, 220 Virginia Avenue, IN0205-B557, Indianapolis, IN 46204


Documents

ANTHEM 2017 VOLUNTARY RETIREMENT INCENTIVE PLAN … · 36174243v.9 anthem 2017 voluntary retirement incentive plan and summary plan document (effective as of february 1, 2017)